QuartzSea Acquisition Corp.

Company Overview

Business Model: Quartzsea Acquisition Corporation is a blank check company, incorporated in the Cayman Islands, formed for the sole purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a "Business Combination"). Since its inception on November 5, 2024, the Company's sole business activity has been identifying and evaluating suitable acquisition transaction candidates. It currently has no revenue and has incurred losses from formation and operating costs.

Market Position: As a publicly listed acquisition company, Quartzsea Acquisition Corporation offers a target business an alternative to the traditional initial public offering process, which is positioned as potentially less expensive and offering greater certainty of execution. The Company aims to leverage its management team's experience and established deal sourcing network to identify high-quality companies.

Recent Strategic Developments:

• Initial Public Offering (IPO): On March 19, 2025, Quartzsea Acquisition Corporation consummated its IPO, selling 8,280,000 units at $10.00 per unit, generating gross proceeds of $82,800,000. Simultaneously, 231,900 Private Placement Units were sold to the Sponsor, Blue Jay Investment LLC, for $2,319,000. A total of $82,800,000 from these proceeds was placed in a U.S.-based trust account.
• Proposed Business Combination: On June 6, 2025, Quartzsea Acquisition Corporation entered into a Merger Agreement with Cuisine Universal Packaging Solution (Purchaser) and CUPS Sub Limited (Merger Sub) to acquire Broadway Technology Inc. Broadway Technology Inc. is described as a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its operating subsidiary, Zhejiang Gaokai New Materials Co., Ltd.
  • The aggregate consideration for the Acquisition Merger is $520,000,000, payable in newly issued Purchaser Ordinary Shares at $10.00 per share.
  • The board of directors of Quartzsea Acquisition Corporation has unanimously approved the Merger Agreement and related transactions.
  • Certain Broadway Technology Inc. shareholders have entered into a support agreement to vote in favor of the business combination.
  • A lock-up agreement will be entered into with certain Broadway Technology Inc. shareholders (holding over 20% of Broadway Technology Inc. prior to the merger) for 180 days post-closing, subject to early release conditions.
• Finder's Fee Agreement: On April 22, 2025, the Company entered into a Finder’s Fee Agreement with Hugh Grow Investment Ltd., which was amended on July 18, 2025. The agreement includes a non-refundable retainer fee of $150,000 (paid in full as of November 30, 2025) and a success fee consisting of 1,560,000 ordinary shares of the surviving publicly traded company, with 60% subject to a six-month lock-up.

Geographic Footprint: Quartzsea Acquisition Corporation is a Cayman Islands exempted company. While there are no restrictions on the geographic location of target businesses, the Company intends to focus its search on private companies seeking access to U.S. public capital markets. The proposed target, Broadway Technology Inc., operates through a subsidiary in China (Zhejiang Gaokai New Materials Co., Ltd.).

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: Not applicable (no revenue)
• Operating Margin: Not applicable (no revenue)
• Net Margin: Not applicable (no revenue)

Investment in Growth:

• R&D Expenditure: $0
• Capital Expenditures: $0
• Strategic Investments: $82,800,000 placed in a U.S.-based trust account from IPO and Private Placement proceeds, invested in U.S. government treasury bills or money market funds. Interest earned on these investments for the year ended November 30, 2025, was $2,402,732.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: $0
• Dividend Payments: Quartzsea Acquisition Corporation has not paid any cash dividends to date and does not intend to pay cash dividends prior to the completion of its initial business combination.
• Dividend Yield: Not applicable
• Future Capital Return Commitments: None disclosed prior to business combination.

Balance Sheet Position:

• Cash and Equivalents: $12,095 (as of November 30, 2025)
• Total Debt: $0 (Promissory note – related party repaid; no Working Capital Loans outstanding as of November 30, 2025)
• Net Cash Position: Cash and Investments in Trust Account, net of Liabilities, was $81,160,944 as of November 30, 2025.
• Credit Rating: Not disclosed.
• Debt Maturity Profile: Not applicable (no outstanding debt as of November 30, 2025).

Cash Flow Generation:

• Operating Cash Flow: $(1,266,120) for the year ended November 30, 2025.
• Free Cash Flow: Not explicitly stated, but given the nature of a SPAC, it is primarily driven by operating cash flow and trust account movements.
• Cash Conversion Metrics: Not applicable.

Operational Excellence

Production & Service Model: Quartzsea Acquisition Corporation is a special purpose acquisition company and is not presently engaged in any operations. Its sole business activity is identifying and evaluating potential business combination opportunities.

Supply Chain Architecture: Not applicable.

Key Suppliers & Partners:

• Trustee & Transfer Agent: Continental Stock Transfer & Trust Company
• Underwriter: SPAC Advisory Partners (now Polaris Advisory Partners, LLC)
• Finder: Hugh Grow Investment Ltd.
• Sponsor & Administrative Services: Blue Jay Investment LLC

Facility Network:

• Principal Executive Offices: 1185 Avenue of the Americas, Suite 302, New York, NY 10036.
• Owned Properties: The Company does not own any real estate or other physical properties materially important to its operations.

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The Company operates within the highly competitive market for identifying and effecting business combinations. This market includes other blank check companies, private equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well-established with significant experience and greater financial, technical, and human resources.

Competitive Positioning Matrix: Not applicable as Quartzsea Acquisition Corporation is a blank check company with no operating business.

Direct Competitors

Primary Competitors: Other blank check companies, private equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions. No specific named competitors are identified in the filing.

Competitive Response Strategy: The Company's strategy relies on the experience of its management team and board of directors, their deal sourcing network, and the perceived advantages of its public listing structure (e.g., potentially less expensive and more certain execution than a traditional IPO for target businesses).

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics: The Company faces intense competition in identifying and selecting a target business. Its ability to acquire larger targets is limited by available financial resources, potentially disadvantaging it against competitors with greater resources. The requirement to acquire a target with a fair market value of at least 80% of the trust account balance, potential cash redemptions by public shareholders, and outstanding rights may not be viewed favorably by certain target businesses. Technology Disruption: Not applicable to the Company's current blank check operations. Customer Concentration: Not applicable to the Company's current blank check operations.

Operational & Execution Risks

Supply Chain Vulnerabilities: Not applicable to the Company's current blank check operations. Capacity Constraints: Not applicable to the Company's current blank check operations. Internal Control Weaknesses: Management identified material weaknesses in internal controls over financial reporting as of November 30, 2025, specifically regarding the preparation and review of financial statements and disclosures, and the accounting of short-term investments. Remediation efforts are ongoing. Cybersecurity: Given its limited operations as a SPAC, the Company has not adopted a standalone cybersecurity risk management program or formalized processes. No material cybersecurity threats were identified in fiscal year 2025.

Financial & Regulatory Risks

Going Concern: As of November 30, 2025, the Company had a working capital deficit of $649,389 and limited cash, raising substantial doubt about its ability to continue as a going concern until a Business Combination is consummated or liquidation occurs. The Company has until June 19, 2026, to complete a Business Combination. Liquidation Risk: If a Business Combination is not completed within the prescribed timeframe, the Company will redeem all public shares for a pro rata portion of the trust account funds and liquidate. There is no assurance that the actual per-share redemption amount will not be substantially less than the estimated $10.29 per public share due to potential claims of creditors. Trust Account Claims: The proceeds in the trust account could be subject to claims from creditors, which would have higher priority than public shareholders. The Sponsor, Blue Jay Investment LLC, has agreed to indemnify the Company for claims that reduce the trust account below $10.00 per public share, with certain exceptions. Bankruptcy Risk: In the event of bankruptcy, trust account proceeds could be subject to bankruptcy law and claims of third parties with priority over shareholders. PRC Foreign Exchange Controls: If the Company acquires a target primarily operating in China, the combined company's ability to transfer funds (e.g., dividends, loan repayments) from its PRC subsidiaries to offshore entities may be restricted by PRC foreign exchange control regulations.

Geopolitical & External Risks

Geopolitical Exposure: Various social and political circumstances globally, including tariffs and rising trade tensions between the U.S. and China, may increase market volatility and economic uncertainties, potentially affecting the Company's ability to consummate a Business Combination or the operations of a target business. Trade Relations: Potential impacts from trade tensions and policy changes, particularly concerning U.S.-China relations, could affect the Company's ability to acquire a target in China or optimize its capital structure post-combination.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: The Company does not intend to take action to ensure management team members maintain their positions post-Business Combination. Employment or consulting arrangements may be negotiated, but are not considered a determining factor in selecting a target.

Board Composition: The Board of Directors consists of four directors, with three deemed independent under SEC and Nasdaq rules.

• Audit Committee: Members are Wei (Victor) Zhang (Chairman), Daniel M. McCabe, and Ping Zhang. The Board has determined that an audit committee financial expert is qualified.
• Compensation Committee: Members are Ping Zhang (Chairman), Wei (Victor) Zhang, and Daniel M. McCabe.

Human Capital Strategy

Workforce Composition:

• Total Employees: The Company currently has one officer.
• Geographic Distribution: Not applicable.
• Skill Mix: Not applicable.

Talent Management: Not applicable.

Diversity & Development: Not applicable.

Regulatory Environment & Compliance

Regulatory Framework: Quartzsea Acquisition Corporation is an exempted Cayman Islands company and is subject to U.S. Securities and Exchange Commission (SEC) and Nasdaq Stock Market LLC (Nasdaq) rules. The Company qualifies as an "emerging growth company" and a "smaller reporting company" under the JOBS Act, allowing for certain reduced disclosure obligations and an extended transition period for complying with new accounting standards.

Trade & Export Controls: The Company's ability to complete a Business Combination, particularly with a target in China, may be impacted by trade tensions between the U.S. and China and PRC foreign exchange control regulations.

Legal Proceedings: The Company is not currently a party to any material litigation or other legal proceedings.

Tax Strategy & Considerations

Tax Profile: As an exempted Cayman Islands company, Quartzsea Acquisition Corporation is not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company is evaluating recent tax legislation (One Big Beautiful Bill Act and ASU 2023-09) but does not expect a significant impact on its financial statements due to its tax-exempt status.

Insurance & Risk Transfer

Risk Management Framework: The Company may purchase directors' and officers' liability insurance. The Sponsor, Blue Jay Investment LLC, has agreed to indemnify the Company for certain claims that reduce the trust account below $10.00 per public share, with specific exceptions.