What changed in this filing

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Item 1. Financial Statements

2026-04-23 compared with 2025-10-20 · 120 added, 132 removed, 295 unchanged (46% of the section changed)

3 unchanged sentences

Current Assets

Due from related party

Prepaid expenses

Total Current Assets

Deferred offering costs

Prepaid expenses

Investments held in Trust Account

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

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

Current Liabilities

Accrued administrative expense

Accounts payable and accrued expenses

Promissory note – related party

Due to related party

Total Current Liabilities

2 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 $ 10.19 and $ 0 per share as of August 31, 2025 and November 30, 2024, respectively

Shareholders’ (Deficit) Equity

Ordinary shares subject to possible redemption, 8,280,000 shares at redemption value of $ 10.38 and $ 10.29 per share as of February 28, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

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)

3,129,900 shares issued and outstanding as of February 28, 2026 and November 30, 2025 (excluding 8,280,000 shares subject to possible redemption as of February 28, 2026 and November 30, 2025)

Additional paid-in capital

Accumulated deficit

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.

Total Shareholders’ Deficit

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

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

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Three Months Ended

Nine Months Ended

Three Months Ended

General and administrative expenses

4 unchanged sentences

Total other income

Net income (loss)

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

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

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).

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

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.

1 unchanged sentence

QUARTZSEA ACQUISITION CORPORATION

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

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026

Ordinary Shares

Shareholders’

Balance November 30, 2025

Remeasurement of carrying value to redemption value

Balance February 28, 2026

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025

Ordinary Shares

Shareholder’s

Balance November 30, 2024

Balance February 28, 2025

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

Remeasurement of carrying value to redemption value

Balance August 31, 2025

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UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended

Three Months Ended

Cash Flows from Operating Activities:

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

Interest earned on short-term investment

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on investments held in Trust Account

1 unchanged sentence

Prepaid expenses

Due from related party

Due to related party

Accrued administrative expense

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of short-term investment

Proceeds from sale of short-term investment

Purchase of investments held in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

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 cash used in financing activities

Net Changes in Cash

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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

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.

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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 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.

As of February 28, 2026, the Company had not commenced any operations.

For the period from November 5, 2024 (inception) through February 28, 2026, 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.

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The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company have 15 months from the consummation of the IPO, or June 19, 2026, to consummate its initial business combination (“Combination Period”).

The Company has 15 months from the consummation of the IPO, or June 19, 2026, to consummate its initial business combination (“Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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

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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.

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.

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.

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 Islands (“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.

Pursuant to the Merger Agreement, Broadway Tech agreed to provideBlue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $ 500,000 in exchange for promissory note issued by the sponsor.

As of February 28, 2026, the Sponsor received $ 500,000 funder such arrangement and has not financed Quartzsea’s transaction expenses.

On March 17, 2026, subsequent to the balance sheet date, the Company entered into a Termination, Settlement and Mutual General Release Agreement with Broadway Tech, pursuant to which the Merger Agreement and the transactions contemplated thereby were terminated in their entirety, effective as of March 17, 2026.

Going Concern Consideration

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

As of February 28, 2026, the Company had $ 6,133 of cash and a working capital deficit of $ 838,513 .

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

Subsequent to February 28, 2026, and following the termination of the Merger Agreement on March 17, 2026, the Company is evaluating alternative business combination opportunities.

In addition, the Company currently has until June 19, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination.

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In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

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 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.

They should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025 filed with the SEC on March 16, 2026.

The interim results for the three months ended February 28, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or for any future periods.

Emerging Growth Company Status

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

The Company had $ 6,133 and $ 12,095 in cash and none in cash equivalents as of February 28, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

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.

At February 28, 2026, 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.

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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”) 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.

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

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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.

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 upon the completion of the IPO.

Ordinary Shares Subject to Possible Redemption

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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 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:

Accordingly, as of February 28, 2026, 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 February 28, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

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Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption August 31, 2025

Net Income Per Ordinary Share

Ordinary shares subject to possible redemption November 30, 2025

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption – February 28, 2026

Net Income (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 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 unaudited condensed statements of operations include a presentation of net income (loss) per redeemable share and net income (loss) 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 (loss) per ordinary share is computed by dividing net income (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.

1 unchanged sentence

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:

As of February 28, 2026, 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 (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

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

Schedule of statement of operation

Three Months Ended

income (loss)

Schedule of net income per share

Three Months Ended

Nine Months Ended

Three Months Ended

Non-redeemable

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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

The rights issued upon the closing of the IPO

and sale of Private Placement Units met the criteria for equity classification under ASC 815 and, accordingly, were classified as equity.

On July 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 the new law.

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.

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 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.

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.

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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 August 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2026.

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

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

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, 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):

In December 2023, the FASB issued

Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU

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.

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

The Company adopted the ASU 2023-09 prospectively on December 1, 2025.

As a Cayman Island entity, the Company is not

subject to income taxes, as such, the Company did not have any material impact of adopting ASU 2023-09 on its financial

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.

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

As of February 28, 2026 and November 30, 2025, the Company had no outstanding loan balance under the Promissory Note.

Working Capital Loans

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The units would be identical to the Private Placement Units.

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

As of February 28, 2026 and November 30, 2025, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

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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 $ 60,000 and $ 111,400 for the three and nine months ended August 31, 2025, respectively.

The Company incurred $ 60,000 and $ 0 for the three months ended February 28, 2026 and 2025, respectively.

As of February 28, 2026 and November 30, 2025, the Company accrued $ 120,000 and $ 60,000 on the accompanying balance sheets, respectively.

Due to Related Party

The Sponsor paid certain transaction costs on

behalf of the Company.

These amounts are due on demand and non-interest bearing.

As of February 28, 2026 and November 30, 2025, the amount

due to the related party was $ 425 and $ 0 , respectively.

Note 6 — Commitments and Contingencies

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and worldwide.

As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

As a result of these circumstances and the ongoing global conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

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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 was recorded as a non-current liability as of February 28, 2026.

3, 2026, the Company entered into Amendment No.1 to the Underwriting Agreement, which revised the calculation and payment terms of the

deferred underwriting commission.

Pursuant to the amendment, the deferred underwriting commission will be payable from the trust account

upon consummation of the Company’s initial business combination and equals 4.00% of the gross proceeds from the sale of the firm units

and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted

redemptions in connection with the initial business combination.

The amendment also clarifies that the underwriters may waive the deferred

underwriting commission prior to the consummation of the Company’s initial business combination.

Right of First Refusal

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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.

As of February 28, 2026, 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

Note 7 — Shareholders’ Deficit

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

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 .

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.

At February 28, 2026 and November 30, 2025, there were 3,129,900 shares outstanding.

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.

18 unchanged sentences

Three Months Ended

Nine Months Ended

Three Months Ended

General and administrative expenses

5 unchanged sentences

Note 9 — Subsequent Events

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

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

Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.

On March 3, 2026, the Company entered into Amendment No.

1 to the Underwriting Agreement with Polaris Advisory Partners, LLC, a division of Kingswood Capital Partners LLC, as representative of the several underwriters, and Kingswood Capital Partners LLC.

The amendment revised the calculation and payment terms of the deferred underwriting commission in connection with the Company’s initial business combination.

Pursuant to the amendment, the deferred underwriting commission will be payable from the trust account upon consummation of the Company’s initial business combination and will equal 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination.

The amendment also clarifies that the underwriters may waive the deferred underwriting commission prior to the consummation of the Company’s initial business combination.

On March 17, 2026, the Company entered into a Termination, Settlement and Mutual General Release Agreement with Broadway Tech, pursuant to which the Merger Agreement and the transactions contemplated thereby were terminated in their entirety, effective as of March 17, 2026.

The termination agreement provides for mutual releases of claims relating to the Merger Agreement and the proposed transaction.

The parties entered into the termination agreement due to the prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty.

No termination fees were payable by either party in connection with the termination.

In April 2026, the Sponsor advanced $ 30,000 for

working capital.

The amount is due on demand and non-interest bearing.

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