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]
Quartzsea Acquisition Corp Unit(QSEAU) - 2025 Q3 - Quarterly Report