Quartzsea (QSEA) files Form 12b‑25, expects 15‑day delay to file 10‑K

Rhea-AI Filing Summary

Quartzsea Acquisition Corporation filed a Form 12b-25 notifying the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025. The company attributes the delay to completing the Annual Report's financial statements and states it expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. The filing is signed by Qi Gong, Chief Executive Officer, and indicates that other periodic reports required in the prior 12 months have been filed and that no significant change in results of operations is anticipated to be reflected in the delayed report.

Insights

Corporate Secretary / Compliance Officer

Routine late‑filing notice due to financial statement completion; timing qualifier attached.

The notice states the registrant could not file its Form 10‑K for the year ended November 30, 2025 because of a delay completing the Annual Report's financial statements. It expressly invokes Rule 12b‑25 and expects to file within the fifteenth calendar day following the prescribed filing date.

Filing shows the company certified other periodic reports for the prior 12 months were filed and indicated no anticipated significant change in operating results. Subsequent filings will confirm the final financial statements and any auditor exhibits.

Audit Partner / Financial Reporting Expert

Delay tied to completing financial statements; auditor-related exhibits may follow.

The narrative cites difficulty completing the Annual Report's financial statements without unreasonable effort or expense and attaches the Rule 12b‑25 election to seek the 15‑day relief. The company’s statement implies pending completion rather than a change in business results.

Watch for the eventual Form 10‑K filing and any attached auditor statements or exhibits that finalize the financial statements; timing is the 15‑day relief window referenced in the notice.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒  Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: November 30, 2025 ☐   Transition Report on Form 10-K ☐   Transition Report on Form 20-F ☐   Transition Report on Form 11-K ☐   Transition Report on Form 10-Q ☐   Transition Report on Form N-SAR For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Quartzsea Acquisition Corporation

Full name of registrant:

N/A

Former name if applicable:

1185 Avenue of the Americas, Suite 353

Address of principal executive office (Street and number):

New York, NY 10036

City, state and zip code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Quartzsea Acquisition Corporation (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 (the “Annual Report”) by March 2, 2026, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Qi Gong		+1		(212) 612-1400
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes   ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Quartzsea Acquisition Corporation

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 2, 2026		By:	/s/ Qi Gong
			Name:	Qi Gong
			Title:	Chief Executive Officer

3

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

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FAQ

Why did Quartzsea Acquisition Corporation (QSEA) file Form 12b-25?

The company reported a delay completing the Annual Report's financial statements, preventing timely filing. It invoked Rule 12b-25 and stated it expects to file the Form 10-K within the fifteen calendar day relief window following the prescribed due date.

When does Quartzsea expect to file the delayed Form 10-K?

The registrant anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed filing date. The notice ties the expected filing timing directly to the Rule 12b-25 relief provision it elected.

Has Quartzsea filed other required periodic reports during the prior 12 months?

Yes; the filing indicates that all other periodic reports required under Section 13 or 15(d) were filed during the preceding 12 months. The Form 12b-25 includes that affirmative response in Part IV of the notice.

Does Quartzsea expect a significant change in operating results in the delayed report?

No; the company checked the response indicating it does not anticipate any significant change in results of operations to be reflected in the subject report. No quantitative change was provided in the notice.

Who signed the Form 12b-25 for Quartzsea Acquisition Corporation?

The notice is signed by Qi Gong, Chief Executive Officer, dated March 2, 2026. The signature line and contact telephone number are included in the Part IV contact information.