Quartzsea Acquisition Corp 10-Q

Item 1. Financial Statements QUARTZSEA ACQUISITION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS February 28, 2026 November 30, 2025 (Unaudited) Assets: Current Assets Cash $ 6,133 $ 12,095 Due from related party - 19,575 Prepaid expenses 75,971 60,824 Total Current Assets 82,104 92,494 Prepaid expenses - 41,699 Investments held in Trust Account 85,962,640 85,202,732 Total Assets $ 86,044,744 $ 85,336,925 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit Current Liabilities Accrued administrative expense $ 120,000 $ 60,000 Accounts payable and accrued expenses 800,192 681,883 Due to related party 425 - Total Current Liabilities 920,617 741,883 Deferred underwriting fee payable 3,312,000 3,312,000 Total Liabilities 4,232,617 4,053,883 Commitments and Contingencies – see Note 6 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 85,962,640 85,202,732 Shareholders’ Deficit Ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 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) 313 313 Additional paid-in capital - - Accumulated deficit ( 4,150,826 ) ( 3,920,003 ) Total Shareholders’ Deficit ( 4,150,513 ) ( 3,919,690 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 86,044,744 $ 85,336,925 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 QUARTZSEA ACQUISITION CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended February 28, 2026 For the Three Months Ended February 28, 2025 General and administrative expenses $ 230,861 $ 33,504 Loss from operations ( 230,861 ) ( 33,504 ) Other income: Interest income 38 2,249 Interest earned on investments held in Trust Account 759,908 - Total other income 759,946 2,249 Net income (loss) $ 529,085 $ ( 31,255 ) Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 8,280,000 - Basic and diluted net income per share, ordinary shares subject to possible redemption $ 0.05 $ - Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1) 3,129,900 2,520,000 Basic and diluted net income (loss) per share, non-redeemable ordinary shares $ 0.05 $ ( 0.01 ) (1) 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. 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 consolidated financial statements. 2 QUARTZSEA ACQUISITION CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026 Additional Total Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance – November 30, 2025 3,129,900 $ 313 $ - $ ( 3,920,003 ) $ ( 3,919,690 ) Remeasurement of carrying value to redemption value - - - ( 759,908 ) ( 759,908 ) Net income - - - 529,085 529,085 Balance – February 28, 2026 3,129,900 $ 313 $ - $ ( 4,150,826 ) $ ( 4,150,513 ) FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 Additional Total Ordinary Shares Paid-in Accumulated Shareholder’s Shares (1) Amount Capital Deficit Deficit Balance – November 30, 2024 2,898,000 $ 290 $ 24,710 $ ( 10,166 ) $ 14,834 Net loss - - - ( 31,255 ) ( 31,255 ) Balance – February 28, 2025 2,898,000 $ 290 $ 24,710 $ ( 41,421 ) $ ( 16,421 ) (1) 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 consolidated financial statements. 3 QUARTZSEA ACQUISITION CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the Three Months Ended February 28, 2026 For the Three Months Ended February 28, 2025 Cash Flows from Operating Activities: Net income (loss) $ 529,085 $ ( 31,255 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account ( 759,908 ) - Changes in operating assets and liabilities: Prepaid expenses 26,552 15,000 Due from related party 19,575 - Due to related party 425 - Accrued administrative expense 60,000 - Accounts payable and accrued expenses 118,309 8,204 Net cash used in operating activities ( 5,962 ) ( 8,051 ) Cash Flows from Financing Activities: Payment of offering costs - ( 94,886 ) Net cash used in financing activities - ( 94,886 ) Net Changes in Cash ( 5,962 ) ( 102,937 ) Cash - Beginning of period 12,095 311,000 Cash - End of period $ 6,133 208,063 Supplemental Disclosure of Non-cash Financing Activities: Remeasurement of carrying value to redemption value $ 759,908 - The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 QUARTZSEA ACQUISITION CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization, Business Operations 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”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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, 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. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected November 30 as its fiscal year end. The Company’s sponsor is Blue Jay Investment LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the IPO was declared effective on March 14, 2025. 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 units at $ 10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $ 2,319,000 , which is described in Note 4. Transaction costs amounted to $ 4,361,752 consisting of $ 3,898,500 of underwriting commissions, $ 586,500 of which was paid in cash at the closing date of the IPO and $ 463,252 of legal and other offering costs. At the IPO date, cash of $ 1,245,878 was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that at least $ 10.00 per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Account in the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time. 5 The Company will provide its holders of the outstanding Public Shares (the “Public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on March 19, 2025 in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (other than Public Shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. 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 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. 6 The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $ 10.00 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. Subsidiaries 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. 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 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. 7 Going Concern Consideration 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. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. Note 2 — Significant Accounting Policies Basis of Presentation 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. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP. 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 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 8 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents 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 $ 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 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. 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 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”) 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 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 upon the completion of the IPO. 9 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 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. 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. 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 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 Shares Amount Gross proceeds from IPO 8,280,000 $ 82,800,000 Less: Proceeds allocated to Public Rights - ( 1,904,400 ) Allocation of offering costs related to redeemable shares - ( 4,261,431 ) Plus: Remeasurement of carrying value to redemption value - 8,568,563 Ordinary shares subject to possible redemption – November 30, 2025 8,280,000 $ 85,202,732 Plus: Remeasurement of carrying value to redemption value - 759,908 Ordinary shares subject to possible redemption – February 28, 2026 8,280,000 $ 85,962,640 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 (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. 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 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 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. 10 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 February 28, 2026 Three Months Ended February 28, 2025 Net income (loss) $ 529,085 $ ( 31,255 ) Schedule of net income per share Three Months Ended February 28, 2026 Three Months Ended February 28, 2025 Redeemable Ordinary Shares Non-redeemable Ordinary Shares Redeemable Ordinary Shares Non-redeemable Ordinary Shares Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 383,949 $ 145,136 $ - $ ( 31,255 ) Denominator: Basic and diluted weighted average shares outstanding 8,280,000 3,129,900 - 2,520,000 Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ - $ ( 0.01 ) Rights Accounting The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. 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. 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. 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. 11 Income Taxes 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 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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, 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. 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. Recent Accounting Pronouncements 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 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 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 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. 12 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 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”). Each Private Right will convert into one-fifth (1/5) of one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units were added to the proceeds from the IPO which were deposited in the Trust Account. 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. Note 5 — Related Party Transactions Founder Shares On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary shares for an aggregated consideration of $ 25,000 , or approximately $ 0.0145 per ordinary share. 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, $ 0.0104 per ordinary share. 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 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. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. 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. 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 February 28, 2026 and November 30, 2025, the Company had no outstanding loan balance under the Promissory Note. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans (“Working Capital Loans”) may be convertible into private units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Private Placement Units. 13 As of February 28, 2026 and November 30, 2025, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor on November 5, 2024, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 20,000 per month for office space and administrative and support services. On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Administrative Services Agreement, pursuant to which the monthly fee was amended to $ 15,000 . 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 $ 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 Risks and Uncertainties 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. 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. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares issued and outstanding as of March 19, 2025, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make demands that the Company register such securities. Both the holders of the Founder Shares and the holders of the private units as well as shares issued in payment of working capital loans made to the Company, if applicable, will have the ability to elect to exercise these registration rights at any time after the consummation of an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,080,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on March 19, 2025. 14 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. On March 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 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. 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 . 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 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 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 February 28, 2026 and November 30, 2025, there were 3,129,900 shares outstanding. 15 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. 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. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): 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. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of Segment information For the Three Months Ended February 28, 2026 For the Three Months Ended February 28, 2025 General and administrative expenses $ 230,861 $ 33,504 Interest earned on investments held in Trust Account $ 759,908 $ - 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. 16 Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited condensed consolidated financial statements were issued. Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements. 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. 17