What changed in this filing

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Item 1. Financial Statements

2025-10-20 compared with 2025-07-10 · 104 added, 118 removed, 323 unchanged (41% of the section changed)

3 unchanged sentences

Current Assets

Short-term investment

Prepaid expenses

11 unchanged sentences

Commitments and Contingencies – see Note 6

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

Ordinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $ 10.19 and $ 0 per share as of August 31, 2025 and November 30, 2024, respectively

Shareholders’ (Deficit) Equity

1 unchanged sentence

500,000,000 shares authorized;

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)

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

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

5 unchanged sentences

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 net income 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

Basic and diluted net income 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).

4 unchanged sentences

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

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

Shareholders’

7 unchanged sentences

Balance May 31, 2025

Remeasurement of carrying value to redemption value

Balance August 31, 2025

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).

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities:

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

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

Interest earned on short-term investment

6 unchanged sentences

Purchase of short-term investment

Proceeds from sale of short-term investment

Purchase of investments held in Trust Account

14 unchanged sentences

Deferred underwriting fee payable

Prior year deferred offering cost charged to additional paid-in capital

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

6 unchanged sentences

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 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.

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

For the period from November 5, 2024 (inception) through August 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.

40 unchanged sentences

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.

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 British Virgin Island (“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.

1 unchanged sentence

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.

Pursuant to the Merger Agreement, as of the date

of June 6, 2025, Broadway Tech shall have paid Blue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $ 200,000 in

exchange for a promissory note issued by the sponsor to Broadway Tech.

Thirty (30) Business Days after the initial submission of the

registration statement or an equivalent registration statement, Broadway Tech shall pay the Sponsor an additional loan of $ 300,000 in

addition for another promissory note.

As of August 31, 2025, the Sponsor received $ 300,000 from the total $ 500,000 in loans and has

not financed Quartzsea’s transaction expenses.

Broadway Tech has not paid the remaining $ 200,000 of the loan.

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.

If the Merger Agreement is terminated due to default, as described

in Section 13.2 ("Termination Upon Default"), the party responsible for the breach or delay must pay a break-up fee of $ 500,000

to the other party within five (5) business days after the agreement is terminated by the non-breaching or non-delaying party.

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.

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.

Going Concern Consideration

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

As of August 31, 2025, the Company had $ 106,772 of cash and a working capital deficit of $ 77,773 .

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

13 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 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.

The interim results for the three and nine months ended August 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

12 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 $ 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.

The Company had $ 106,772 and $ 311,000 in cash and none in cash equivalents as of August 31, 2025 and November 30, 2024, respectively.

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.

At August 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.

8 unchanged sentences

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 fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

Offering Costs

6 unchanged sentences

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.

Conditionally redeemable ordinary shares (including ordinary shares that feature 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.

4 unchanged sentences

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:

Accordingly, as of August 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 August 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

3 unchanged sentences

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption May 31, 2025

Net Loss Per Ordinary Share

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.

Ordinary shares subject to possible redemption August 31, 2025

Net Income Per Ordinary Share

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 income per redeemable share and net income per non-redeemable share following the two-class method of net income per share because redemption of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net income per ordinary share is computed by dividing net income 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:

The calculation of diluted net income 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 August 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.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

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

Schedule of statement of operation

Three Months Ended

Schedule of net income per share

Three Months Ended

Six Months Ended

Nine Months Ended

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net income per ordinary share

Rights Accounting

2 unchanged sentences

This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations.

As the rights to be issued upon the closing of the IPO and sale of Private Placement Units meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires

the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

The Company accounts for income taxes under ASC

740, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial

statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion

of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

3 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 May 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 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.

22 unchanged sentences

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 .

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.

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”).

14 unchanged sentences

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.

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

As of August 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.

The Company incurred and paid the Sponsor $ 60,000 and $ 111,400 for the three and nine months ended August 31, 2025, respectively.

Note 6 — Commitments and Contingencies

23 unchanged sentences

Finder’s Fee Agreement

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

Fee Agreement with Hugh Grow Investment Ltd.

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.

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 .

On July 18, 2025, the Company entered into the second amendment to the Finder’s Fee Agreement, pursuant to which the Success Fee was amended to consist of 1,560,000 ordinary shares (the “Finder Shares”) of the surviving publicly traded company (the “Surviving Company”).

Sixty (60%) of the Finder Shares shall be subject to lock-up restriction for six months from the date of issuance, while Forty (40%) of Finder Shares shall be free from any lock-up restriction, subject to the applicable securities laws and regulations.

As of August 31, 2025, the Retainer Fee had been paid in full, and there was no outstanding balance.

Acknowledgement Agreement

On July 18, 2025, Quartzsea, the Finder, and Broadway Tech entered into an acknowledgement agreement (the “Acknowledgement Agreement”) pursuant to which Broadway Tech acknowledged and agreed to cause the Surviving Company to issue the Finder Shares to the Finder in accordance with the terms of the Acknowledgement Agreement at the closing of the Business Combination.

Note 7 — Shareholders’ (Deficit) Equity

4 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 .

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.

At August 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 — 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.

6 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 8 — Segment Information

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

6 unchanged sentences

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued.

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.

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.

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”).

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.

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.

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

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