Quartzsea Acquisition Corporation NT 10-Q Late Filing Notification

NT 10-Q 1 quartzsea_nt10q.htm NT 10-Q

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

W ashington,
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 N-SAR   ☐ Form N-CSR |
| | |
| | For Period Ended: February 28, 2026

☐   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 304 |
| 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 Quarterly Report on Form 10-Q for the quarter
ended February 28, 2026 (the “Quarterly Report”) by April 14, 2026, the filing date applicable to smaller reporting companies
due to a delay experienced by the Registrant in completing its financial statement in the Quarterly Report. The Registrant anticipates
that it will file the Quarterly Report no later than the fifth 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. |
| | |
| | |

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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 | April 14, 2026 | | By: | /s/ Qi Gong |
| | | | Name: | Qi Gong |
| | | | Title: | Chief Executive Officer |

ATTENTION

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

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