Clawback policy added in Quartzsea Acquisition (NASDAQ: QSEA) 10-K/A

Rhea-AI Filing Summary

Quartzsea Acquisition Corporation filed Amendment No. 1 to its annual report to add its Clawback Policy as Exhibit 97.1. The amendment states no other changes to the original filing and does not update prior disclosures. As of May 31, 2025, ordinary shares held by non-affiliates had an aggregate market value of $84,787,200, and as of March 16, 2026, 11,409,900 ordinary shares were issued and outstanding.

Key Figures

Non-affiliate market value: $84,787,200 Shares outstanding: 11,409,900 shares Par value per share: $0.0001 per share +2 more

5 metrics

Non-affiliate market value $84,787,200 Aggregate market value of ordinary shares held by non-affiliates as of May 31, 2025

Shares outstanding 11,409,900 shares Ordinary shares issued and outstanding as of March 16, 2026

Par value per share $0.0001 per share Par value of ordinary shares listed on Nasdaq

Unit composition 1 ordinary share + 1 right Each unit consists of one ordinary share and one right

Right conversion ratio One-fifth of one share Each right entitles holder to receive one-fifth of an ordinary share

Key Terms

Clawback Policy, emerging growth company, large accelerated filer, Registration Rights Agreement, +2 more

6 terms

Clawback Policy financial

"This Amendment is being filed solely to include the Company’s Clawback Policy as Exhibit 97.1"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

Registration Rights Agreement financial

"10.3* | Registration Rights Agreement by and between the Registrant and Insiders"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Sarbanes-Oxley Act regulatory

"Certification ... as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

A federal law that requires publicly traded companies to follow strict procedures for keeping accurate financial records, performing internal checks, and keeping auditors independent so financial statements can be trusted. It matters to investors because it lowers the chance of fraud or misleading reports—like adding an extra set of locks and routine inspections to a safe—making it easier to judge a company's true financial health and investment risk.

Investment Management Trust Agreement financial

"10.2* | Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to       

Commission File Number 001-42555

Quartzsea Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 304

New York, NY 10036

(Address of principal executive offices and zip code)

(212) 612-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share and one right		QSEAU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		QSEA		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth of one ordinary share		QSEAR		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐   No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fi ling reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

As of May 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was approximately $84,787,200.

As of March 16, 2026, there were 11,409,900 ordinary shares issued and outstanding.

Quartzsea Acquisition Corporation

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Quartzsea Acquisition Corporation (the “Company”) for the fiscal year ended November 30, 2025, as originally filed with the Securities and Exchange Commission on March 16, 2026 (the “Original Filing”).

This Amendment is being filed solely to include the Company’s Clawback Policy as Exhibit 97.1 to the Original Filing.

No other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures contained in the Original Filing in any way other than as described above.

1

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits are filed as part of this Amendment:

EXHIBIT INDEX

Exhibit No.		Description
3.1*		Second Amended and Restated Memorandum and Articles of Association
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Shares Certificate
4.3**		Specimen Rights Certificate
4.4*		Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
5.1***		Opinion of Celine and Partners, P.L.L.C.
5.2***		Opinion of Ogier
10.1*		Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors
10.2*		Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
10.3*		Registration Rights Agreement by and between the Registrant and Insiders
10.4*		Form of Indemnity Agreement
10.5*		Subscription Agreement, as amended, between the Registrant and Blue Jay Investment LLC
10.6***		Administrative Services Agreement
14.1***		Code of Ethics
31.1****		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2****		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1***		Audit Committee Charter
99.2***		Compensation Committee Charter
97.1****		Clawback Policy

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 20, 2025.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March 11, 2025.
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March 13, 2025
****	Filed herewith

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Quartzsea Acquisition Corporation
Date: April 8, 2026	By:	/s/ Qi Gong
	Name:	Ms. Qi Gong
	Title:	Chief Executive Officer and Chairwoman
		(Principal Executive Officer and Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No.1 on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Qi Gong		Chief Executive Officer and Chairwoman		April 8, 2026
Ms. Qi Gong		(Principal Executive Officer and Principal Accounting and Financial Officer)

3

FAQ

What does Quartzsea Acquisition Corporation (QSEA) change in this 10-K/A amendment?

The amendment adds Quartzsea Acquisition Corporation’s Clawback Policy as Exhibit 97.1 to its annual report. It specifies there are no other changes, and it does not update or modify the financial or narrative disclosures contained in the original filing.

What is the new Clawback Policy disclosed by Quartzsea Acquisition Corporation (QSEA)?

Quartzsea Acquisition Corporation includes a Clawback Policy as Exhibit 97.1 in this amendment. While the exhibit’s detailed terms are not summarized here, the filing clarifies the policy is newly filed and is the sole purpose of the amendment.

How many Quartzsea Acquisition Corporation (QSEA) ordinary shares are outstanding?

Quartzsea Acquisition Corporation reports 11,409,900 ordinary shares issued and outstanding as of March 16, 2026. This figure reflects the total ordinary share count on that date and provides context for the company’s equity capitalization and public float.

What is the market value of QSEA’s non-affiliate ordinary shares?

As of May 31, 2025, ordinary shares of Quartzsea Acquisition Corporation held by non-affiliates had an aggregate market value of approximately $84,787,200. This amount helps illustrate the public float value excluding insider and affiliate holdings at that specific date.

Which securities of Quartzsea Acquisition Corporation (QSEA) trade on Nasdaq?

Quartzsea Acquisition Corporation lists units (QSEAU), ordinary shares (QSEA), and rights (QSEAR) on The Nasdaq Stock Market LLC. Each unit consists of one ordinary share and one right, with each right entitling the holder to receive one-fifth of an ordinary share.

Who signs the Quartzsea Acquisition Corporation 10-K/A amendment?

The amendment is signed on behalf of Quartzsea Acquisition Corporation by Ms. Qi Gong, serving as Chief Executive Officer, Chairwoman, and Principal Accounting and Financial Officer. Her signature appears both for the registrant and in the officer signature block dated April 8, 2026.