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]
Quartzsea Acquisition Corp Unit(QSEAU) - 2025 Q2 - Quarterly Report