IPO and Financial Proceeds - The company completed its IPO on March 19, 2025, raising total gross proceeds of $82,800,000 from the sale of 8,280,000 units at an offering price of $10.00 per unit[21]. - A total of $82,800,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account for the benefit of the company's public shareholders[23]. - The company generated gross proceeds of $82.8 million from its initial public offering, selling units at a price of $10.00 per unit[61]. - The company raised total gross proceeds of $82,800,000 from its IPO, with 8,280,000 units sold at an offering price of $10.00 per unit[133]. - The company plans to use substantially all net proceeds from the IPO for its initial business combination and related expenses, including a deferred underwriting fee of 4.0% of the total gross proceeds raised[157]. Business Strategy and Acquisition Plans - The company intends to focus its search for an initial business combination on private companies with compelling economics and clear paths to positive operating cash flow[36]. - The company seeks to acquire businesses with strong revenue and earnings growth potential through new product development and synergistic acquisitions[40]. - The company has entered into a business combination agreement as part of its strategy to complete an initial business combination[26]. - The company plans to identify companies with strong management teams that can complement its own operational and investment capabilities[40]. - The company has established a deal sourcing network to access high-quality acquisition opportunities through its management team's contacts[32]. - The company will only acquire businesses that can benefit from being publicly traded and effectively utilize access to broader sources of capital[40]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account at the time of signing a definitive agreement[43]. - The company anticipates structuring the initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[45]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[69]. - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[142]. Financial Performance and Risks - The company has had no revenue since inception and has incurred losses due to formation and operating costs, relying on the sale of securities and loans for funding[24]. - The company anticipates that its insiders may engage in privately negotiated purchases of shares from public shareholders[84]. - The company may incur losses if the identification and evaluation of a prospective target business do not lead to a completed business combination[72]. - The company may face risks if the target business is financially unstable or in early stages of development[70]. - Claims by creditors may reduce the amount available in the trust account, potentially affecting the redemption price for shareholders[111]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from creditors, impacting shareholder returns[113]. - The company acknowledges that it lacks the financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[159]. Shareholder Rights and Redemption - The company has not made any dividends or distributions to shareholders as of the date of the Annual Report and does not intend to do so until after the closing of the business combination[42]. - Shareholder approval may be required for the initial business combination under Nasdaq's listing rules[79]. - Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[96]. - The tender offer for redemptions will remain open for at least 20 business days, and a final proxy statement will be mailed to public shareholders at least 10 days prior to the shareholder vote[90][92]. - If public shareholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn, and the initial business combination will not be completed[90]. - If the initial business combination is not approved or completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares[103]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 before and after the initial business combination[95]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[107]. - The company has a 15-month period to complete its initial business combination, extendable to 18 or 21 months if necessary[105]. Management and Governance - The management team aims to create shareholder value by leveraging experience in management, operation, and financing of businesses to improve operational efficiency[37]. - The board of directors consists of four members, three of whom are independent, in compliance with SEC and Nasdaq rules[196]. - The audit committee is composed solely of independent directors and is responsible for reviewing financial statements and ensuring compliance with applicable laws[204]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[214]. - Officers and directors may have conflicts of interest due to multiple business affiliations and may present business opportunities to other entities[216]. - The company has not established specific minimum qualifications for directors but considers education, professional experience, and integrity in the nomination process[211]. - The company may not have a compensation committee in place prior to the completion of its initial business combination[213]. - The compensation committee is responsible for reviewing and approving the compensation of all officers and producing a report on executive compensation for the annual proxy statement[208]. Internal Controls and Reporting - Management has identified material weaknesses in internal controls over financial reporting, particularly in expense preparation and short-term investment accounting, which are currently ineffective[186]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's financial reporting[183]. - The company plans to enhance processes for identifying and applying accounting requirements and improve communication among personnel and third-party professionals[181]. - The company has not identified any critical accounting policies and estimates that could materially differ from actual results[170].

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].

As filed with the Securities and Exchange Commission on March 13, 2025. Registration No. 333-285152 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (I.R.S. Employer Identification Number) 1185 Avenue of the Americas, Suite 304 New York, NY 10036 Telephone: (212) 612-1400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Qi Gong QUARTZSEA ...

As filed with the Securities and Exchange Commission on March 12, 2025. Registration No. 333-285152 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUARTZSEA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

As filed with the Securities and Exchange Commission on March 10, 2025. Registration No. 333-285152 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUARTZSEA ACQUISITION CORPORATION (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Qi Gong 1185 Avenue of the Americas, Suite 304 (Exact name of registrant as specified in its charter) Cayma ...

As filed with the Securities and Exchange Commission on February 21, 2025. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUARTZSEA ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) 1185 Avenue of the Americas, Suite 304 New York, NY 10036 Telephone: (212) 612-1400 (Address, Inclu ...