ADDED
As of August 31, 2025, the Company had not commenced any operations.
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.
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.
Going Concern Consideration As of August 31, 2025, the Company had $ 106,772 of cash and a working capital deficit of $ 77,773 .
The Company had $ 106,772 and $ 311,000 in cash and none in cash equivalents as of August 31, 2025 and November 30, 2024, respectively.
11 For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.
For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.
REMOVED
As of May 31, 2025, the Company had not commenced any operations.
The aggregate consideration to be paid to Broadway Tech shareholders for the Acquisition Merger is $ 520,000,000 , payable in newly issued Purchaser Ordinary Shares equal to $ 520,000,000 divided by $10.00 per share.
7 Going Concern Consideration As of May 31, 2025, the Company had $ 49,122 of cash and a working capital of $ 474,816 .
The Company had $ 49,122 and $ 311,000 in cash and none in cash equivalents as of May 31, 2025 and November 30, 2024, respectively.
Short-Term Investment At May 31, 2025, the Company s short-term investment consists of a six-month certificate of deposit maturing in September 2025, which is classified as trading securities.
Gains and losses resulting from the change in fair value of short-term investment are included in interest earned on short-term investment in the accompanying statements of operations.
The estimated fair value of short-term investment is determined by Level 1 inputs using available market information.
Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes ( ASC 740 ).
ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.
The Company incurred and paid the Sponsor $ 51,400 for each of the three and six months ended May 31, 2025.