What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-10 compared with 2025-04-30 · 249 added, 185 removed, 192 unchanged (69% of the section changed)

1 unchanged sentence

QUARTZSEA ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

Short-term investment

Prepaid expenses

1 unchanged sentence

Deferred offering costs

Liabilities and Shareholder’s (Deficit) Equity

Prepaid expenses

Investments held in Trust Account

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Current Liabilities

2 unchanged sentences

Total Current Liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies – see Note 6

Shareholder’s (Deficit) Equity

Ordinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $ 10.08 and $ 0 per share as of May 31, 2025 and November 30, 2024, respectively

Shareholders’ (Deficit) Equity

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

2,898,000 shares issued and outstanding ( 1 )

3,129,900 shares and 2,898,000 (1) issued and outstanding, respectively as of May 31, 2025 and November 30, 2024 (excluding 8,280,000 and 0 shares subject to possible redemption as of May 31, 2025 and November 30, 2024, respectively)

Additional paid-in capital

Accumulated deficit

Total Shareholder’s (Deficit) Equity

Total Liabilities and Shareholder’s (Deficit) Equity

Total Shareholders’ (Deficit) Equity

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Ordinary shares have been retroactively restated to reflect two amendments to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares initially from 1,725,000 to 2,415,000, then to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March 19, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

QUARTZSEA ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Formation and operating costs

Six Months Ended

General and administrative expenses

Loss from Operations

Other income:

Interest income

Basic and diluted weighted average shares outstanding (1)

Basic and diluted net loss per share

Interest earned on investments held in Trust Account

Total other income

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net loss per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic and diluted net loss per share, non-redeemable ordinary shares

Excludes an aggregate of up to 378,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

1 unchanged sentence

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March 19, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

QUARTZSEA ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025

Shareholder’s

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

Shareholders’

Ordinary Shares

1 unchanged sentence

Balance – February 28, 2025 (1)

shares have been retroactively restated to reflect two amendments to the Subscription Agreement, which allowed the Sponsor to

increase the purchase of ordinary shares initially from 1,725,000 to 2,415,000, then to 2,898,000 shares for $25,000, including an

aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by

the underwriters (see Note 5 and Note 9).

Issuance of Private Placement Units

Issuance of Public Rights net of issuance costs

Remeasurement of carrying value to redemption value

Accretion of additional paid-in capital to accumulated deficit

Balance May 31, 2025

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March 19, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

QUARTZSEA ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

Three Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on short-term investment

Interest earned on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expense

Accrued expenses

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of short-term investment

Purchase of investments held in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Payment of deferred offering costs

Net cash used financing activities

Net change in cash

Proceeds from sale of public units

Proceeds from sale of Private Placements units

Payment of underwriter fees

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Changes in Cash

Cash - Beginning of period

Cash, End of the period

The accompanying notes are an integral part of

the unaudited condensed financial statements.

Cash - End of period

Supplemental Disclosure of Non-cash Financing Activities:

Accretion of additional paid in capital to accumulated deficit

Remeasurement of carrying value to redemption value

Deferred underwriting fee payable

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

QUARTZSEA ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization, Business Operations

Quartzsea Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on November 5, 2024.

Quartzsea Acquisition Corporation (the “Company” or “ Quartzsea”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on November 5, 2024.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

1 unchanged sentence

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of February 28, 2025, the Company had not commenced any operations.

For the period from November 5, 2024 (inception) through February 28, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”).

As of May 31, 2025, the Company had not commenced any operations.

For the period from November 5, 2024 (inception) through May 31, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

36 unchanged sentences

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

On May 20, 2025, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Quartzsea (the “Purchaser”) was formed to be the surviving company after the merger a contemplated business combination.

On May 21, 2025, CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser was formed to be the Merger Sub in connection with a contemplated business combination.

Both subsidiaries have no principal operations or revenue producing activities.

Merger Agreement

On June 6, 2025, Quartzsea, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Quartzsea, and CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”) with the Broadway Technology Inc, a Cayman Islands exempted company (the “Broadway Tech”), a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its operating subsidiary Zhejiang Gaokai New Materials Co., Ltd., Pivot Technology Holding Inc, a BVI business company organized under the Laws of the British Virgin Islands, and Zenith Technology International Inc, a BVI business company also organized under the Laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Fan Zhang, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Upon the closing of the transactions contemplated by the Merger Agreement, Quartzsea will merge with and into Purchaser, resulting in all Quartzsea shareholders becoming shareholders of the Purchaser.

Concurrently therewith, Merger Sub will merge with and into Broadway Tech, with Boardway Tech surviving the merger and resulting in Purchaser acquiring 100% of the issued and outstanding equity securities of Broadway Tech (the “Acquisition Merger”).

Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall be reclassified into class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares (“Purchaser Class B Ordinary Shares , ” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”) where each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special meetings of the post-closing company.

The aggregate consideration to be paid to Broadway Tech shareholders for the Acquisition Merger is $ 520,000,000 , payable in newly issued Purchaser Ordinary Shares equal to $ 520,000,000 divided by $10.00 per share.

The board of directors of Quartzsea has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Quartzsea.

Going Concern Consideration

As of February 28, 2025, the Company had $ 208,063 of cash and a working capital deficit of $ 301,307 .

As of May 31, 2025, the Company had $ 49,122 of cash and a working capital of $ 474,816 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

8 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

2 unchanged sentences

They should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on March 27, 2025.

The interim results for the three months ended February 28, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or for any future periods.

The interim results for the three and six months ended May 31, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or for any future periods.

Emerging Growth Company Status

5 unchanged sentences

Use of Estimates

In preparing these unaudited condensed financial

statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

the reported expenses during the reporting period.

In preparing these unaudited condensed financial statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

3 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 208,063 and $ 311,000 in cash and none in cash equivalents as of February 28, 2025 and November 30, 2024, respectively.

The Company had $ 49,122 and $ 311,000 in cash and none in cash equivalents as of May 31, 2025 and November 30, 2024, respectively.

Short-Term Investment

At May 31, 2025, the Company’s

short-term investment consists of a six-month certificate of deposit maturing in September 2025, which is classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of short-term investment are included in interest earned on short-term investment

in the accompanying statements of operations.

The estimated fair value of short-term investment is determined by Level 1 inputs using

available market information.

Investments Held in Trust Account

At May 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such an account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Offering Costs

The Company complies with the requirements of FASB

ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff

Accounting Bulletin Topic 5A, “Expenses of Offering”.

Deferred offering costs were $ 4,361,752 consisting principally of $ 3,898,500 underwriting fees and $ 463,252 legal and other expenses that were directly related

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public

Rights and Private Placement Units were charged to shareholders’ equity, based on the classification of underlying financial instruments.

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Deferred offering costs were $ 4,361,752 consisting principally of $ 3,898,500 underwriting fees and $ 463,252 legal and other expenses that were directly related to the IPO.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ equity, based on the classification of underlying financial instruments.

shareholders’ equity upon the completion of the IPO.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from

Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and

will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) will be classified as temporary equity.

At all other times, ordinary shares will be classified as

stockholders’ equity.

In accordance with ASC 480-10-S99, the Company classifies the ordinary shares subject to redemption

outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 8,280,000

ordinary shares (valued at $10 per share) sold as part of the Units in the IPO were issued with other freestanding instruments

(i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds

determined in accordance with ASC 470-20.

If it is probable that the equity instrument will become redeemable, the Company has the

option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it

becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)

recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the

redemption value at the end of each reporting period.

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity.

At all other times, ordinary shares will be classified as shareholders’ equity.

In accordance with ASC 480-10-S99, the Company classifies the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 8,280,000 ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence

of retained earnings, additional paid-in capital).

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of May 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of May 31, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

Gross proceeds from IPO

Proceeds allocated to Public Rights

Allocation of offering costs related to redeemable shares

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption May 31, 2025

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 378,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Notes 5).

As of February 28, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The unaudited condensed statements of operations include a presentation of net loss

per redeemable share and net loss per non-redeemable share following the two-class method of net loss per share because redemption of

the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net loss per ordinary share is computed by dividing

net loss by the weighted-average number of ordinary shares outstanding during the period.

The Company has elected to treat only the portion

of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair value like a dividend.

As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying value to redemption value.

The calculation of diluted net loss per ordinary

share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights

is contingent upon the occurrence of future events.

As of May 31, 2025, the Company did not have any dilutive securities or other contracts

that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following:

Schedule of net income per share

Three Months Ended

Six Months Ended

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

Rights Accounting

10 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands.

The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Accounting Pronouncements

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2 unchanged sentences

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this guidance as of February 28, 2025 (see Note 8).

The Company adopted this guidance as of February 28, 2025, and it did not have a material impact on its financial statements and disclosures (see Note 9).

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU 2023-09”).

ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements.

As a Cayman Island entity, the Company is not subject to income taxes, as such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

On March 19, 2025, the Company sold 8,280,000

Units (including full over-allotment of 1,080,000

units), at a price of $ 10.00

Each Unit consists of one ordinary share, par value $ 0.0001

per share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-fifth (1/5) of one

ordinary share upon the consummation of the Company’s initial Business Combination.

The Company will not issue fractional

On March 19, 2025, the Company sold 8,280,000 Units (including full over-allotment of 1,080,000 units), at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share, par value $ 0.0001 per share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-fifth (1/5) of one ordinary share upon the consummation of the Company’s initial Business Combination.

The Company will not issue fractional shares.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 231,900 Private Units at a price of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,319,000 .

Each Private Unit was identical to the Public Units sold in the IPO, except as described below.

Simultaneously with the closing of the IPO, the Sponsor

purchased an aggregate of 231,900

Private Units at a price of $ 10.00

per Private Unit for an aggregate purchase price of $ 2,319,000 .

Each Private Unit was identical to the Public Units sold in the IPO, except that they are not registered under the Securities Act.

Additionally,

the Sponsor has agreed not to transfer, assign, or sell any of the private units or the securities underlying such private units at least

30 days following the consummation of our business combination.

Each Private Unit consists of one ordinary share (“Private Share”) and one right (“Private Right”).

2 unchanged sentences

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Private Placement Units and all underlying securities will not be transferable, assignable, or saleable until the completion of a Business Combination, subject to certain exceptions.

Note 5 — Related Party Transactions

3 unchanged sentences

On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 , of which 378,000 are subject to forfeiture.

As a result of the underwriter’s full excise of its over-allotment option on March 19, 2025, no shares are subject to forfeiture.

As a result of the underwriter’s full exercise of its over-allotment option on March 19, 2025, no shares are subject to forfeiture.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

1 unchanged sentence

Promissory Note — Related Party

On November 5, 2024, the Sponsor agreed to

loan the Company up to an aggregate amount of $ 500,000 to be used, in part, for transaction costs incurred in connection with the

IPO (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due on the date on which the Company

closes the IPO.

As of February 28, 2025, the Company has an outstanding loan balance of $ 500,000 under the Promissory Note.

The loan was repaid upon

the closing of the IPO out of the offering proceeds not held in the Trust Account on March 19, 2025.

On November 5, 2024, the Sponsor agreed to loan the Company up to an aggregate amount of $ 500,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due on the date on which the Company closes the IPO.

The loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on March 19, 2025.

As of May 31, 2025 and November 30, 2024, the Company had $ 0 and $ 500,000 outstanding loan balance under the Promissory Note, respectively.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Private Placement Units.

As of February 28, 2025 and November 30, 2024, the Company had no borrowings under the Working Capital Loans.

As of May 31, 2025 and November 30, 2024, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

2 unchanged sentences

On March 7, 2025, the Company and the Sponsor entered into the Second Amendment to the Administrative Services Agreement, pursuant to which the monthly fee was amended to $ 20,000 .

The Company incurred and paid the Sponsor $ 51,400 for each of the three and six months ended May 31, 2025.

Note 6 — Commitments and Contingencies

Risks and Uncertainties

Various social and political circumstances in the

and around the world (including rising trade tensions between the U.S.

and China, and other uncertainties regarding actual and potential

shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility

and economic uncertainties or deterioration in the U.S.

Various social and political circumstances in the U.S.

and around the world (including tariffs, rising trade tensions between the U.S.

and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

12 unchanged sentences

The underwriter fully excised its over-allotment option on March 19, 2025.

The underwriter is entitled to a cash underwriting

discount of 0.75 % on the first $ 69,000,000 of the gross proceeds from the IPO, plus 0.50 % on the remaining $ 13,800,000 , totaling $ 586,500

including the full excise of over-allotment option by the underwriter.

In addition, the underwriter is entitled to a deferred fee of

4.0 % of the gross proceeds of the IPO, or $ 3,312,000 , which will be paid upon the closing of a Business Combination solely from amounts

remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial

Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.

The underwriter is entitled to a cash underwriting discount of 0.75 % on the first $ 69,000,000 of the gross proceeds from the IPO, plus 0.50 % on the remaining $ 13,800,000 , totaling $ 586,500 including the full excise of over-allotment option by the underwriter.

In addition, the underwriter is entitled to a deferred fee of 4.0 % of the gross proceeds of the IPO, or $ 3,312,000 , which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.

Right of First Refusal

The Company has granted SAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.

Note 7 — Shareholder’s Deficit

Ordinary shares — The Company’s

Post-offering Memorandum and Articles of Association to be adopted with effect from the effectiveness of this prospectus will be authorized

to issue up to 500,000,000

ordinary shares, par value $ 0.0001

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders,

except as required by law.

On November 5, 2024, the Company issued to the Sponsor 1,725,000

ordinary shares for $ 25,000 .

On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which

the purchased amount of shares was adjusted to 2,415,000

ordinary shares.

On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement,

pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 .

Rights — As of

February 28, 2025 and November 30, 2024, there were no rights outstanding.

Each holder of a right will receive one-fifth

(1/5) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held

by it in connection with a Business Combination.

Finder’s Fee Agreement

On April 22, 2025, the Company entered into the Finder’s

Fee Agreement with Hugh Grow Investment Ltd.

(the “Finder”).

Pursuant to the Finder’s Fee Agreement, the Company agreed

to pay the Finder a one-time, non-refundable retainer fee in the amount of $ 350,000 ,

payable upon the execution of Finder’s Fee Agreement (the “Retainer Fee”).

The Company also agreed to pay the Finder

a success fee in the amount of $ 3,500,000 ,

payable upon the closing (or closings) of a potential target company introduced by the Finder.

In addition, the Company agreed to reimburse

the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s

engagement under the agreement, provided that such expenses shall not exceed $ 150,000

without the Company’s prior written approval.

On April 29, 2025, the Company entered into an amendment to the Finder’s Fee

Agreement, pursuant to which the Retainer Fee was adjusted to $ 150,000 .

As of May 31, 2025, the Retainer Fee was not paid, and the Company accrued $ 150,000

in the accompanying balance sheet.

Note 7 — Shareholders’ (Deficit) Equity

Ordinary shares — The Company is authorized to issue up to 500,000,000 ordinary shares, par value $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law.

On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary shares for $ 25,000 .

On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,415,000 ordinary shares.

On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 .

At May 31, 2025 and November 30, 2024, there were 3,129,900 and 2,898,000 (retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding, respectively.

Rights — As of May 31, 2025, there were no rights outstanding.

Each holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon conversion of the rights.

No additional

consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a

Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving

entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the

holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a

right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying

additional consideration).

The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by

affiliates of the Company).

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO.

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration).

The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

2 unchanged sentences

Accordingly, the rights may expire worthless.

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of assets that are measured at fair value

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account

Note 9 — Segment Information

3 unchanged sentences

Improvements to Reportable Segment Disclosures, in the accompanying financial statements.

The Company’s chief operating decision

maker has been identified as the Chief Executive Officer and Chairwoman (“CODM”), who reviews the operating results for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that the Company only has one operating and reportable segment.

The Company’s CODM does not review assets by

segment in her evaluation and therefore assets by segment are not disclosed below.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer and Chairwoman (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating and reportable segment.

The Company’s CODM does not review assets by segment in her evaluation and therefore assets by segment are not disclosed below.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

1 unchanged sentence

Three Months Ended

Formation and operating costs

The key measure of segment profit or loss reviewed by our CODM is formation and operating costs.

Formation and operating costs include accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses, and are reviewed in aggregate to ensure alignment with budget and contractual obligations.

These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.

Six Months Ended

General and administrative expenses

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 10 — Subsequent Events

1 unchanged sentence

Based on this review, except as disclosed below, the Company did not identify any other subsequent events that would require adjustment or disclosure in the financial statements.

As a result of the underwriter’s full excise of its over-allotment option on March 19, 2025, no shares are subject to forfeiture.

On March 19, 2025, the Company consummated its IPO of 8,280,000 units (the “Public Units’), including the full exercise of the over-allotment option of 1,080,000 Units granted to the underwriters.

The Public Units were sold at an offering price of $ 10.00 per Unit generating gross proceeds of $ 82,800,000 .

Simultaneously with the IPO, the Company sold to its Sponsor 231,900 Private Units at $ 10.00 per Private Unit in a private placement generating total gross proceeds of $ 2,319,000 .

On March 19, 2025, the Company repaid the outstanding

Promissory Note balance of $ 500,000

to the Sponsor upon the closing of the IPO.

On April 22, 2025, the Company entered into

the Finders Fee Agreement with Hugh Grow Investment Ltd.

(the “Finder”).

Pursuant to the Finders Fee Agreement, the

Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $ 350,000 ,

payable upon the execution of Finders Fee Agreement (the “Retainer Fee”).

The Company also agreed to pay the Finder a success fee in the amount of

$ 3,500,000 ,

payable upon the closing (or closings) of a transaction (as defined in the Finders Fee Agreement).

In addition, the Company agreed to reimburse the Finder on a monthly

basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under

the agreement, provided that such expenses shall not exceed $ 150,000 without the Company’s prior written approval.

2025, the Company entered into an amendment to the Finder’s Fee Agreement, pursuant to which the Retainer Fee was adjusted to $ 150,000 .

Merger Agreement

On June 6, 2025, Quartzsea, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Quartzsea (the “Purchaser”), and CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”) with the Broadway Technology Inc, a Cayman Islands exempted company (the “Broadway Tech”), a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its operating subsidiary Zhejiang Gaokai New Materials Co., Ltd., Pivot Technology Holding Inc, a BVI business company organized under the Laws of the British Virgin Islands, and Zenith Technology International Inc, a BVI business company also organized under the Laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Fan Zhang, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Shareholder Support Agreement

Concurrently with the execution of the Merger Agreement, certain shareholders of Broadway Tech entered into a support agreement with the Parent, pursuant to which each such shareholder of Broadway Tech agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement.

Lock-up Agreement

In connection with the transactions, Purchaser shall enter into a lock-up agreement with certain Broadway Tech shareholders with respect to certain lock-up arrangements, which will provide that such Broadway Tech shareholders will not, within 180 days from the closing of the business combination (subject to earlier release if the closing price of Purchaser Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the closing) and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise.

The lock-up applies to shareholders who hold more than twenty percent (20%) of Broadway Tech prior to the Acquisition Merger.

All shares will also be subject to all applicable holding periods and requirements under the Securities Act of 1933 and SEC rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements