Quartzsea Acquisition Corp
For the period ended Aug 31, 2025. Filed Oct 20, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 31, 2025 · Filed Oct 20, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-05-31; filed 2025-07-10.
0001829126-25-005007
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-08-31; filed 2025-10-20.
0001829126-25-008252
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 60 current paragraphs.
54 unchanged; 4 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Pursuant to the Merger Agreement, as of the date of June 6, 2025, Broadway Tech shall have paid Blue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $200,000 in exchange for a promissory note issued by the sponsor to Broadway Tech. Thirty (30) Business Days after the initial submission of the registration statement or an equivalent registration statement, Broadway Tech shall pay the Sponsor an additional loan of $300,000 in addition for another promissory note. As of August 31, 2025, the Sponsor received $300,000 from the total $500,000 in loans and has not financed Quartzsea’s transaction expenses. Broadway Tech has not paid the remaining $200,000 of the loan.
Current report
If the Merger Agreement is terminated due to default, as described in Section 13.2 ("Termination Upon Default"), the party responsible for the breach or delay must pay a break-up fee of $500,000 to the other party within five (5) business days after the agreement is terminated by the non-breaching or non-delaying party.
Reworded paragraphs (4)
Previous wording
For the three months ended May 31, 2025, we had net loss of $27,147, which consisted of general and administrative expenses of $727,747, offset by interest income of $700,600.
Current wording
For the three months ended August 31, 2025, we had net income of $318,847, which consisted of interest income of $883,647, offset by general and administrative expenses of $564,800.
Previous wording
For the six months ended May 31, 2025, we had net loss of $58,402, which consisted of general and administrative expenses of $761,251, offset by interest income of $702,849.
Current wording
For the nine months ended August 31, 2025, we had net income of $260,445, which consisted of interest income of $1,586,496, offset by general and administrative expenses of $1,326,051.
Previous wording
As of May 31, 2025, we had cash of $49,122 and a working capital of $474,816.
Current wording
As of August 31, 2025, we had cash of $106,772 and a working capital deficit of $77,773.
Previous wording
On April 22, 2025, the Company entered into a Finder’s Fee Agreement with Hugh Grow Investment Ltd. (the “Finder”). Pursuant to the Finder’s Fee Agreement, the Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $350,000, payable upon the execution of Finder’s Fee Agreement (the “Retainer Fee”). The Company also agreed to pay the Finder a success fee in the amount of $3,500,000, payable upon the closing (or closings) of a transaction (as defined in the Finder’s Fee Agreement). In addition, the Company agreed to reimburse the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under the agreement, provided that such expenses shall not exceed $150,000 without the Company’s prior written approval. On April 29, 2025, the Company entered into an amendment to the Finder’s Fee Agreement, pursuant to which the Retainer Fee was adjusted to $150,000. As of May 31, 2025, the Retainer Fee was not paid, and the Company accrued $150,000 in the accompanying balance sheet.
Current wording
On April 22, 2025, the Company entered into a Finder’s Fee Agreement with Hugh Grow Investment Ltd. (the “Finder”). Pursuant to the Finder’s Fee Agreement, the Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $350,000, payable upon the execution of Finder’s Fee Agreement (the “Retainer Fee”). The Company also agreed to pay the Finder a success fee in the amount of $3,500,000, payable upon the closing (or closings) of a transaction (as defined in the Finder’s Fee Agreement). In addition, the Company agreed to reimburse the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under the agreement, provided that such expenses shall not exceed $150,000 without the Company’s prior written approval. On April 29, 2025, the Company entered into an amendment to the Finder’s Fee Agreement, pursuant to which the Retainer Fee was adjusted to $150,000. On July 18, 2025, the Company entered into the second amendment to the Finder’s Fee Agreement, pursuant to which the Success Fee was amended to consist of 1,560,000 ordinary shares (the “Finder Shares”) of the surviving publicly traded company (the “Surviving Company”). Sixty (60%) of the Finder Shares shall be subject to lock-up restriction for six months from the date of issuance, while Forty (40%) of Finder Shares shall be free from any lock-up restriction, subject to the applicable securities laws and regulations. As of August 31, 2025, the Retainer Fee had been paid in full, and there was no outstanding balance.