Quartzsea Nears Merger, Trust Account Swells to $84.37M

TL;DR

**QSEAU is finally making moves, locking in a merger with Broadway Technology Inc. and sitting on a fat trust account, making it a relatively safe bet for SPAC investors.**

AI Summary

Quartzsea Acquisition Corp (QSEAU) reported a net income of $318,847 for the three months ended August 31, 2025, and $260,445 for the nine months ended August 31, 2025. This income was primarily driven by $1,572,491 in interest earned on investments held in its Trust Account for the nine-month period, significantly offsetting general and administrative expenses of $1,326,051. The company's total assets surged from $516,000 as of November 30, 2024, to $84,628,640 as of August 31, 2025, largely due to $84,372,491 in investments held in the Trust Account following its $82,800,000 IPO on March 19, 2025. A key business change is the formation of two subsidiaries, Cuisine Universal Packaging Solution and CUPS Sub Limited, and the subsequent entry into a Merger Agreement with Broadway Technology Inc. on June 6, 2025, indicating progress towards a business combination. The company faces the risk of failing to complete a business combination by June 19, 2026, which would trigger liquidation and redemption of public shares at $10.00 per share plus interest. Strategic outlook is focused on consummating the merger with Broadway Technology Inc. to transition from a blank check company.

Why It Matters

This filing signals Quartzsea Acquisition Corp's significant step towards a definitive business combination with Broadway Technology Inc., moving beyond its 'blank check' status. For investors, the substantial $84.37 million in the Trust Account provides a clear redemption value of $10.19 per share as of August 31, 2025, offering a floor for public shareholders if the merger fails. Employees of Broadway Technology Inc. will be watching closely as the merger could bring new opportunities or integration challenges. In the broader SPAC market, this transaction, if successful, could validate the SPAC model for bringing private companies public, especially in the packaging solutions sector, potentially intensifying competition for similar targets.

Risk Assessment

Risk Level: medium — The risk level is medium because while Quartzsea has identified a target and entered a Merger Agreement with Broadway Technology Inc., the business combination is not yet complete. The company explicitly states it has until June 19, 2026, to consummate the merger, and failure to do so would result in liquidation, as detailed in Note 1. However, the substantial $84,372,491 in the Trust Account provides a clear redemption value of $10.19 per share, mitigating downside risk for public shareholders.

Analyst Insight

Investors should monitor the progress of the merger with Broadway Technology Inc. closely, as successful completion will transform QSEAU from a SPAC into an operating company. Given the current redemption value of $10.19 per share, the downside risk is limited, making it a potentially attractive hold for those anticipating the merger's upside or seeking a near-NAV SPAC play.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$84,628,640

total Debt

$3,596,112

net Income

$318,847

eps

N/A

gross Margin

N/A

cash Position

$106,772

revenue Growth

N/A

Key Numbers

• $84,372,491 — Investments held in Trust Account (Increased from $0 as of November 30, 2024, following the IPO)
• $318,847 — Net income for three months ended August 31, 2025 (Primarily from interest earned on Trust Account investments)
• $260,445 — Net income for nine months ended August 31, 2025 (Driven by interest income offsetting administrative expenses)
• $1,572,491 — Interest earned on investments held in Trust Account (For the nine months ended August 31, 2025, a significant source of income)
• $1,326,051 — General and administrative expenses (For the nine months ended August 31, 2025)
• $82,800,000 — Gross proceeds from IPO (From the sale of 8,280,000 units on March 19, 2025)
• $2,319,000 — Gross proceeds from Private Placement Units (From the sale of 231,900 units to the Sponsor)
• $10.19 — Redemption value per share (As of August 31, 2025, for ordinary shares subject to possible redemption)
• June 19, 2026 — Deadline for Business Combination (15 months from IPO consummation)

Key Players & Entities

• Quartzsea Acquisition Corporation (company) — registrant and blank check company
• Blue Jay Investment LLC (company) — the Company's sponsor
• Broadway Technology Inc. (company) — target company for merger
• Cuisine Universal Packaging Solution (company) — wholly-owned subsidiary of Quartzsea, surviving company after merger
• CUPS Sub Limited (company) — wholly-owned subsidiary of Purchaser, Merger Sub
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (company) — exchange where securities are registered

FAQ

Risk Factors

• Failure to complete business combination [high — financial]: The company faces a critical deadline of June 19, 2026, to complete a business combination. Failure to do so will result in liquidation and redemption of public shares at $10.00 per share plus accrued interest, impacting investor returns.
• Dependence on IPO proceeds and trust account investments [medium — operational]: The company's financial position is heavily reliant on the $84,372,491 held in its Trust Account, primarily from its $82,800,000 IPO. The income generated from these investments ($1,572,491 for nine months) is crucial for offsetting operational expenses.
• SPAC regulatory environment [medium — regulatory]: As a Special Purpose Acquisition Company (SPAC), Quartzsea Acquisition Corp is subject to evolving regulatory scrutiny. Changes in regulations concerning SPACs, their disclosures, and business combination processes could impact the company's ability to execute its strategy.
• High general and administrative expenses [medium — financial]: General and administrative expenses for the nine months ended August 31, 2025, totaled $1,326,051. While offset by interest income, these costs represent a significant outflow for a company in its pre-business combination phase.

Industry Context

Quartzsea Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector. This industry has seen significant growth and subsequent regulatory attention. SPACs are designed to facilitate the public listing of private companies, offering an alternative to traditional IPOs. The competitive landscape involves numerous SPACs vying for attractive acquisition targets, while also navigating evolving investor sentiment and regulatory frameworks.

Regulatory Implications

As a SPAC, Quartzsea Acquisition Corp is subject to SEC regulations governing shell companies and business combinations. The company must adhere to disclosure requirements and ensure compliance with rules related to its IPO, trust account management, and eventual merger. Any changes in SPAC regulations could impact the feasibility and timeline of its business combination.

What Investors Should Do

1. Monitor progress of the Broadway Technology Inc. merger.
2. Evaluate the redemption value and deadline.
3. Assess the company's ability to manage expenses.

Key Dates

• 2025-03-19: IPO Consummation — Raised $82,800,000 in gross proceeds, establishing the company's capital base and initiating the clock for the business combination deadline.
• 2025-06-06: Merger Agreement with Broadway Technology Inc. — Marks a significant step towards a business combination, identifying a target company and moving Quartzsea Acquisition Corp towards its operational goal.
• 2026-06-19: Deadline for Business Combination — This is the critical date by which the company must complete a business combination or face liquidation, posing a significant risk to investors.

Glossary

Trust Account

A segregated account where the proceeds from a SPAC's initial public offering are held in trust, typically invested in U.S. government securities, pending the completion of a business combination. (The $84,372,491 in investments held in the Trust Account is the company's primary asset and source of income, crucial for offsetting expenses and providing redemption value.)

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an IPO for the purpose of acquiring an existing company. (Quartzsea Acquisition Corp is a SPAC, and its entire operational strategy revolves around finding and merging with a target company.)

Ordinary shares subject to possible redemption

Shares issued in an IPO by a SPAC that holders have the right to redeem for cash, typically at the IPO price plus accrued interest, if they do not approve of a proposed business combination. (The 8,280,000 ordinary shares are subject to redemption, with a value of $10.19 per share as of August 31, 2025, representing a significant liability for the company.)

Deferred underwriting fee payable

A fee owed to the underwriters of an IPO that is typically paid upon the completion of a business combination, rather than at the time of the IPO. (The $3,312,000 represents a contingent liability that will become payable upon a successful business combination.)

Year-Over-Year Comparison

Compared to the prior period (November 30, 2024), Quartzsea Acquisition Corp has undergone a significant transformation following its IPO on March 19, 2025. Total assets have dramatically increased from $516,000 to $84,628,640, primarily due to the $84,372,491 in investments held in the Trust Account. Liabilities have also risen, notably with the introduction of a deferred underwriting fee payable of $3,312,000. The company has shifted from a minimal equity position to a substantial deficit in shareholders' equity, largely due to the classification of ordinary shares subject to redemption. Net income for the nine-month period is positive at $260,445, a significant change from the prior period where operations were in a nascent stage.

Key Financial Figures

• $0.0001 — Market LLC Ordinary Shares, par value $0.0001 per share QSEA The Nasdaq Stock Mar
• $25,000 — 2,415,000, then to 2,898,000 shares for $25,000, including an aggregate of up to 378,00
• $10.00 — Units were sold at an offering price of $10.00 per unit generating gross proceeds of $
• $520,000,000 — reholders for the Acquisition Merger is $520,000,000, payable in newly issued Purchaser Ordi

Filing Documents

• quartzsea_10q.htm (10-Q) — 397KB
• quartzsea_ex31-1.htm (EX-31.1) — 18KB
• quartzsea_ex31-2.htm (EX-31.2) — 14KB
• quartzsea_ex32-1.htm (EX-32.1) — 6KB
• quartzsea_ex32-2.htm (EX-32.2) — 6KB
• 0001829126-25-008252.txt ( ) — 2728KB
• cik0002047455-20250831.xsd (EX-101.SCH) — 30KB
• cik0002047455-20250831_cal.xml (EX-101.CAL) — 28KB
• cik0002047455-20250831_def.xml (EX-101.DEF) — 107KB
• cik0002047455-20250831_lab.xml (EX-101.LAB) — 221KB
• cik0002047455-20250831_pre.xml (EX-101.PRE) — 190KB
• quartzsea_10q_htm.xml (XML) — 296KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of August 31, 2025 (Unaudited) and November 30, 2024 1 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended August 31, 2025 2 Unaudited Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity for the Three and Nine months Ended August 31, 2025 3 Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended August 31, 2025 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 22 Item 4.

Controls and Procedures

Controls and Procedures 22

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 24 Item 1A.

Risk Factors

Risk Factors 24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5. Other Information 24 Item 6. Exhibits 25

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements QUARTZSEA ACQUISITION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS August 31, 2025 November 30, 2024 (Unaudited) Assets: Current Assets Cash $ 106,772 $ 311,000 Prepaid expenses 99,567 15,000 Total Current Assets 206,339 326,000 Deferred offering costs - 190,000 Prepaid expenses 49,810 - Investments held in Trust Account 84,372,491 - Total Assets $ 84,628,640 $ 516,000 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' (Deficit) Equity Current Liabilities Accounts payable and accrued expenses $ 284,112 $ 1,166 Promissory note – related party - 500,000 Total Current Liabilities 284,112 501,166 Deferred underwriting fee payable 3,312,000 - Total Liabilities 3,596,112 501,166 Commitments and Contingencies – see Note 6 Ordinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $ 10.19 and $ 0 per share as of August 31, 2025 and November 30, 2024, respectively 84,372,491 - Shareholders' (Deficit) Equity Ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 3,129,900 shares and 2,898,000 (1) issued and outstanding, respectively as of August 31, 2025 and November 30, 2024 (excluding 8,280,000 and 0 shares subject to possible redemption as of August 31, 2025 and November 30, 2024, respectively) 313 290 Additional paid-in capital - 24,710 Accumulated deficit ( 3,340,276 ) ( 10,166 ) Total Shareholders' (Deficit) Equity ( 3,339,963 ) 14,834 Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' (Deficit) Equity $ 84,628,640 $ 516,000 (1) Ordinary shares have been retroactively restated to reflect two amendments to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares initially from 1,725,000 to 2,415,000, then to 2,898,000 shares for $25,000, inc

View Full Filing

View this 10-Q filing on SEC EDGAR