What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-20 compared with 2025-07-10 · 39 added, 15 removed, 121 unchanged (31% of the section changed)

26 unchanged sentences

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

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.

7 unchanged sentences

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from November 5, 2024 (inception) through May 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities from November 5, 2024 (inception) through August 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

1 unchanged sentence

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended May 31,

2025, we had net loss of $27,147, which consisted of general and administrative expenses of $727,747, offset by interest income of

For the six months ended May 31, 2025,

we had net loss of $58,402, which consisted of general and administrative expenses of $761,251, offset by interest income of

For the three months ended August 31, 2025, we had net income of $318,847, which consisted of interest income of $883,647, offset by general and administrative expenses of $564,800.

For the nine months ended August 31, 2025, we had net income of $260,445, which consisted of interest income of $1,586,496, offset by general and administrative expenses of $1,326,051.

Liquidity and Capital Resources

10 unchanged sentences

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

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

As of August 31, 2025, we had cash of $106,772 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.

7 unchanged sentences

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2025.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

5 unchanged sentences

We repaid the outstanding balance of $500,000 to the Sponsor on March 19, 2025 upon the closing of the IPO.

As of May 31, 2025, no amount was outstanding under the Promissory Note.

As of August 31, 2025, no amount was outstanding under the Promissory Note.

Administrative Services Agreement

10 unchanged sentences

Finder’s Fee Agreement

On April 22, 2025, the Company entered into a Finder’s Fee Agreement with Hugh Grow Investment Ltd.

On April 22, 2025, the Company entered into a

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 transaction (as defined in the Finder’s 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.

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 transaction (as defined in the Finder’s 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.

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

The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S.

28 unchanged sentences

Quarterly Results

As of May 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

As of August 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

9 unchanged sentences

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 2. Management’s Discussion and Analysis