QSEA seeks 12b-25 extension; 10-Q delayed pending financial data

Rhea-AI Filing Summary

Quartzsea Acquisition Corporation filed a Form 12b-25, notifying a late filing of its Form 10-Q for the period ended September 30, 2025. The company states it was unable to compile the necessary financial information and valuations, and that filing on time would have required unreasonable effort or expense.

Quartzsea expects to file the report within the applicable extension period permitted by Rule 12b-25.

Insights

SEC reporting analyst

Routine NT 10-Q; extension sought under Rule 12b-25.

Quartzsea Acquisition Corporation submitted a notification of late filing for its quarterly report for the period ended September 30, 2025. The company cites difficulty compiling required financial information and valuations, which would have made timely filing unreasonably burdensome.

Rule 12b-25 permits a short extension when these conditions are met; the company states it expects to file within that extension period. This is an administrative step, and actual timing and any financial details will be determined by the forthcoming Form 10-Q.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐  Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☒ Form 10-Q   ☐ Form 10-D   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: September 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: _______________________

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

Former Name if Applicable

1185 Avenue of the Americas, Suite 349

Address of Principal Executive Office (Street and Number)

New York, New York 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 reason 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, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company was unable to compile the necessary financial information and valuations required to prepare a complete filing. Thus, the Company would be unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period as required.

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 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	October 14, 2025		By:	/s/ Qi Gong
				Qi Gong
			Title:	Chief Executive Officer and Chairwoman
				(Principal Executive Officer, Principal Financial and Accounting Officer)

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FAQ

What did QSEA file?

Quartzsea Acquisition Corporation filed a Form 12b-25 (NT 10-Q).

Which period does the delayed 10-Q cover for QSEA?

It covers the period ended September 30, 2025.

Why was QSEA's Form 10-Q delayed?

The company was unable to compile necessary financial information and valuations, and timely filing would have required unreasonable effort or expense.

When does QSEA expect to file the 10-Q?

The company expects to file within the extension period permitted by Rule 12b-25.

Who signed the notification for QSEA?

It was signed by Qi Gong, Chief Executive Officer and Chairwoman (Principal Executive Officer, Principal Financial and Accounting Officer).

What is QSEA’s listed principal office address?

1185 Avenue of the Americas, Suite 349, New York, NY 10036.

What contact number is provided for QSEA?

The phone number listed is (212) 612-1400.