Summary and Analysis of Key Points

Overview

• Quartzsea is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
• The company has not yet selected a specific business combination target and has not initiated any substantive discussions with any potential targets.
• Quartzsea intends to use the proceeds from its initial public offering (IPO) and private placement to fund its initial business combination and related expenses.

Recent Developments

• On June 6, 2025, Quartzsea entered into a Merger Agreement to acquire Broadway Technology Inc., a leading manufacturer of PET cups and lids.
• The aggregate consideration for the acquisition is $520 million, payable in newly issued Quartzsea ordinary shares.
• Certain Broadway Tech shareholders have agreed to a 180-day lock-up period for their shares after the closing of the transaction.

Results of Operations

• Quartzsea has not engaged in any operations or generated any revenue to date, as it is focused on identifying and completing an initial business combination.
• For the three months ended August 31, 2025, the company had net income of $318,847, consisting of $883,647 in interest income offset by $564,800 in general and administrative expenses.
• For the nine months ended August 31, 2025, the company had net income of $260,445, consisting of $1,586,496 in interest income offset by $1,326,051 in general and administrative expenses.

Liquidity and Capital Resources

• Quartzsea raised $82.8 million from its IPO and an additional $2.319 million from a private placement of units.
• As of August 31, 2025, the company had $106,772 in cash and a working capital deficit of $77,773.
• The company has incurred and expects to continue incurring significant costs in pursuit of its acquisition plans, and there is substantial doubt about its ability to continue as a going concern if it does not complete a business combination within the prescribed timeline.

Contractual Obligations

• Quartzsea has entered into various agreements, including a promissory note with its sponsor, an administrative services agreement, an underwriting agreement, a finder’s fee agreement, and the Merger Agreement with Broadway Tech.
• The company has also granted a right of first refusal to the IPO underwriter’s representative.

Outlook

• Quartzsea faces significant challenges in completing a successful business combination within the required timeline, as it has incurred substantial costs and has limited financial resources.
• The company’s ability to continue as a going concern is dependent on its successful completion of a business combination, which is not guaranteed.
• If Quartzsea fails to complete a business combination, it will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of its Amended and Restated Memorandum and Articles of Association.

Overall, Quartzsea’s financial performance and outlook are highly uncertain, as the company has not yet identified or completed a business combination target. The successful acquisition of Broadway Tech could provide a path forward, but the company faces significant risks and challenges in executing this transaction and sustaining its operations in the meantime.