Subsequent Events |
6 Months Ended |
|---|---|
May 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited condensed consolidated financial statements were issued. Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.
June 2026 Extraordinary General Meeting and Extension of the Combination Period
On June 23, 2026, Quartzsea held an extraordinary general meeting at which its shareholders approved, among other things, an amendment to the Existing Charter extending the date by which Quartzsea must consummate an initial business combination from June 19, 2026 to October 19, 2026, or such earlier date as the Quartzsea Board may determine, with Quartzsea permitted to extend such date further on a month-to-month basis for up to four additional one-month periods (the “Extension Amendment”). Quartzsea’s shareholders also approved a corresponding amendment to the Investment Management Trust Agreement, dated March 17, 2025, with Continental Stock Transfer & Trust Company, extending the trust termination date on the same terms, and an adjournment proposal. Pursuant to the Trust Agreement amendment, for each one-month extension Quartzsea will deposit into the trust account the lesser of (i) $175,000 or (ii) $ per outstanding public share.
Pursuant to the Business Combination Agreement, Eight Directions is responsible for funding all extension contributions required in connection with any extension of Quartzsea’s deadline to consummate an initial business combination. In accordance with such obligation, Eight Directions remits each applicable extension contribution to Quartzsea’s Trust Account, following which Quartzsea causes the applicable payment to be made in accordance with the Trust Agreement. The first extension contribution of $175,000 was funded by Eight Directions and deposited into the trust account on June 25, 2026.
In connection with the extraordinary general meeting, holders of 1,275,382 Quartzsea ordinary shares properly exercised their redemption rights. Such shares were redeemed at a price of approximately $ per share, for an aggregate redemption payment of $13,391,956 from the trust account. Following such redemptions, Quartzsea ordinary shares were issued and outstanding, and $73,550,934 remained on deposit in the Trust Account.
Issuance of Promissory Note
On July 13, 2026, the Company issued to the Sponsor a promissory note in an aggregate amount of up to $250,000, to be used, in part, for working capital and transaction expenses related to the business combination (the “July 2026 Promissory Note”). The July 2026 Promissory Notes is unsecured, interest-free and due on the date on which the Company closes its initial business combination. As of July 13, 2026, $224,352 had been funded and recorded as “Due to related party” on the balance sheet, and such amount will be converted into the July 2026 Promissory Note. |