Mergers and Acquisitions - Quartzsea intends to merge with Broadway Technology Inc., with an aggregate consideration of $520,000,000 payable in newly issued Purchaser Ordinary Shares at $10.00 per share[104] - The aggregate consideration for the Acquisition Merger with Broadway Technology Inc. is $520,000,000, payable in newly issued Purchaser Ordinary Shares at a rate of $10.00 per share[128] - Upon the closing of the transactions, Quartzsea shareholders will become shareholders of the Purchaser, and the Purchaser will acquire 100% of the equity securities of Broadway Tech[127] Financial Performance - For the three months ended August 31, 2025, Quartzsea reported a net income of $318,847, consisting of interest income of $883,647 and general and administrative expenses of $564,800[111] - For the nine months ended August 31, 2025, Quartzsea reported a net income of $260,445, with interest income of $1,586,496 and general and administrative expenses of $1,326,051[112] - Quartzsea completed its IPO on March 19, 2025, selling 8,280,000 units at $10.00 per unit, generating total gross proceeds of $82,800,000[113] Financial Position - As of August 31, 2025, Quartzsea had cash of $106,772 and a working capital deficit of $77,773[116] - The company has incurred significant costs in pursuit of its acquisition plans and lacks the financial resources to sustain operations for a reasonable period[117] - The total gross proceeds from the IPO and private placement will be used for the initial business combination and related expenses, including a deferred underwriting discount of 4.0%[115] Underwriting and Fees - The underwriter is entitled to a cash underwriting discount totaling $586,500 and a deferred fee of $3,312,000, which will be paid upon the closing of a Business Combination[122] - The Company entered into a Finder's Fee Agreement with a one-time retainer fee of $150,000 and a success fee of 1,560,000 ordinary shares[124] - The Retainer Fee under the Finder's Fee Agreement was adjusted to $150,000 as of April 29, 2025, and paid in full by August 31, 2025[124] Accounting Policies and Standards - The Company has not identified any critical accounting policies and estimates that could materially affect its financial statements[129] - The Company adopted ASU No. 2023-07 on segment reporting, effective February 28, 2025, with no material impact on financial statements[130] - The Company is evaluating the impact of adopting ASU 2023-09 on its financial statements, which is effective for fiscal years beginning after December 15, 2024[131] - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[134] - The Company is assessing the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[135] Off-Balance Sheet Arrangements - As of August 31, 2025, the Company did not have any off-balance sheet arrangements or contractual obligations[133]

Merger and Acquisition - Quartzsea has entered into a Merger Agreement with Broadway Technology Inc., with an aggregate consideration of $520,000,000 payable in newly issued Purchaser Ordinary Shares[109] - The aggregate consideration for the Acquisition Merger with Broadway Technology Inc. is $520,000,000, payable in newly issued Purchaser Ordinary Shares at $10.00 per share[131] - Upon closing of the Merger Agreement, Quartzsea shareholders will become shareholders of the Purchaser, and the Purchaser will acquire 100% of Broadway Tech's equity securities[130] - The Merger Agreement has been unanimously approved by Quartzsea's board of directors, recommending it to shareholders[110] Financial Performance - For the three months ended May 31, 2025, Quartzsea reported a net loss of $27,147, consisting of general and administrative expenses of $727,747, offset by interest income of $700,600[115] - The Company has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[113] - As of May 31, 2025, Quartzsea had cash of $49,122 and working capital of $474,816[119] IPO and Funding - The IPO generated total gross proceeds of $82,800,000 from the sale of 8,280,000 Units at $10.00 per Unit[116] - A total of $82,800,000 from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds[117] - The underwriter is entitled to a cash underwriting discount totaling $586,500 and a deferred fee of $3,312,000, which will be paid upon the closing of a Business Combination[125] Business Combination and Costs - The Company has until June 19, 2026, to consummate the initial Business Combination, or it will trigger an automatic winding up and liquidation[120] - The Company expects to incur significant costs in pursuit of the consummation of an initial Business Combination[120] Accounting Policies and Standards - The Company has not identified any critical accounting policies and estimates that could materially affect reported financial results[132] - The Company adopted ASU No. 2023-07 regarding segment reporting, effective February 28, 2025, with no material impact on financial statements[133] - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires specific income tax disclosures, but does not expect any impact due to its Cayman Islands status[134] - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[137] - The Company is assessing the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[138] - The Company does not have any recent accounting standards that would materially affect its financial statements if adopted[135] Finder's Fee Agreement - The Company entered into a Finder's Fee Agreement with a one-time retainer fee of $150,000, adjusted from $350,000, and a success fee of $3,500,000 upon transaction closing[127][128] Off-Balance Sheet Arrangements - As of May 31, 2025, the Company reported no off-balance sheet arrangements or contractual obligations[136]

Company Overview - Broadway Technology Inc ("Gaokai") is a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its subsidiary Zhejiang Gaokai New Materials Co., Ltd [1] - Established in 2021, Gaokai specializes in customized PET products used in various packaging markets, including aviation, yogurt, juice, fruit tea, coffee, and cold beverages [3] - The company operates within a PET industrial park in Haining, Zhejiang Province, facilitating the sourcing and development of advanced PET raw materials [3] Competitive Advantages - Gaokai's core competitive advantages include stable and high-performance raw PET materials, comprehensive upstream sheet manufacturing capabilities, advanced equipment, and automated production lines [4] - The company offers extensive PET cup customization services, including advanced printing technology for custom logos, sizes, and shapes [4][5] Business Combination Details - Gaokai is set to merge with Quartzsea Acquisition Corporation, a publicly traded special purpose acquisition company, under a Merger Agreement [1][2] - Upon completion of the transaction, Gaokai will become a wholly owned subsidiary of Cuisine Universal Packaging Solution, which will be listed on Nasdaq under the ticker symbol "CUPS" [2][6] - The transaction has been unanimously approved by the boards of directors of both Quartzsea and Gaokai and is subject to regulatory approvals and shareholder approvals [7] Transaction Terms - Under the Merger Agreement, Gaokai's shareholders will receive ordinary shares of Cuisine Universal, with certain shares subject to lock-up agreements for 180 days post-transaction [6] - The transaction is contingent upon the effectiveness of a registration statement by the U.S. Securities and Exchange Commission (SEC) and Nasdaq's approval of the listing application [7]

Group 1 - Quartzsea Acquisition Corp announced that holders of the 8,280,000 units sold in the initial public offering may elect to separately trade the ordinary shares and rights included in the units starting on or about May 12, 2025 [1] - The separated ordinary shares and rights are expected to trade on the Nasdaq under the symbols "QSEA" and "QSEAR," respectively, while any units not separated will continue to trade under the symbol "QSEAU" [1] - Holders of units must contact Continental Stock Transfer & Trust Co. to separate the units into ordinary shares and rights [1] Group 2 - Quartzsea Acquisition Corporation is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [3] - The company's efforts to identify a prospective target business are not limited to a particular industry or geographic region [3]

Financial Performance - The Company had a net loss of $31,255 for the three months ended February 28, 2025, consisting of formation and operating costs of $33,504, offset by interest income of $2,249[96]. - The Company has a working capital deficit of $301,307 as of February 28, 2025, with cash of $208,063[100]. - The Company has not engaged in any operations or generated revenues to date, with future revenue expected only after completing an initial business combination[94]. - The Company has incurred significant costs in pursuit of its acquisition plans and lacks the financial resources to sustain operations for a reasonable period without completing a business combination[101]. IPO and Proceeds - The Company completed its IPO on March 19, 2025, selling 8,280,000 units at $10.00 per unit, generating total gross proceeds of $82,800,000[97]. - A total of $82,800,000 from the IPO proceeds was placed in a trust account, which will be invested only in U.S. government treasury bills or money market funds[98]. Business Combination and Timeline - The Company has until June 19, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[101]. - The Company entered into a Finders Fee Agreement with Hugh Grow Investment Ltd., agreeing to pay a one-time retainer fee of $150,000 and a success fee of $3,500,000 upon closing a transaction[92][108]. - The underwriter is entitled to a cash underwriting discount of $586,500 and a deferred fee of $3,312,000, payable upon the closing of a Business Combination[106]. Public Company Costs and Compliance - The Company expects to incur increased expenses due to being a public company, including legal and compliance costs[95]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company"[114]. - Exemptions may include not providing an auditor's attestation report on internal controls over financial reporting[114]. - The company may not need to disclose all executive compensation details required of non-emerging growth public companies[114]. - These exemptions will apply for five years post-initial public offering or until the company is no longer classified as an "emerging growth company," whichever comes first[114]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[115].