Quartzsea Acquisition Corporation

Item 1.01 Entry into a Material Definitive Agreement . On June 6, 2025, Broadway Technology Inc, a Cayman Islands exempted company (the “Broadway Tech”), a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its operating subsidiary Zhejiang Gaokai New Materials Co., Ltd., Pivot Technology Holding Inc, a BVI business company organized under the Laws of the British Virgin Islands, and Zenith Technology International Inc, a BVI business company also organized under the Laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Fan Zhang, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”), Quartzsea Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), and CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), entered into a Merger Agreement (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement. Acquisition Merger and Acquisition Consideration Upon the closing of the transactions contemplated by the Agreement, Quartzsea will merge with and into Purchaser, resulting in all Quartzsea shareholders becoming shareholders of the Purchaser as described under the below section titled “SPAC Merger.” Concurrently therewith, Merger Sub will merge with and into Broadway Tech, with Boardway Tech surviving the merger and resulting in Purchaser acquiring 100% of the issued and outstanding equity securities of Broadway Tech (the “Acquisition Merger”). Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall be reclassified into class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares (“Purchaser Class B Ordinary Shares, ” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”) where each Purchaser Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special meetings of the post-closing company. 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 (the “Closing Payment Shares”). Furthermore, the parties agreed that immediately following the closing the Acquisition Merger, Purchaser’s board of directors will consist of one (1) director designated by Quartzsea and four (4) directors designated by Broadway Tech. The Purchaser’s board of directors will comply with the requirements of Nasdaq, subject to applicable exemptions. SPAC Merger At the SPAC Effective Time, Quartzsea will be merged with and into Purchaser, the separate corporate existence of Quartzsea will cease and Purchaser will continue as the surviving corporation (the “SPAC Merger”). In connection with the SPAC Merger, Quartzsea’s issued and outstanding units shall separate into its individual components of one ordinary share and one right, and all units shall cease to be outstanding and shall automatically be canceled, and each of Quartzsea’s issued and outstanding securities will be converted into an equivalent amount of Purchaser’s securities: Each Quartzsea ordinary share will be converted automatically into one Purchaser Class A Ordinary Share; At the Closing of the Mergers, all Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of Purchaser Rights instead will receive one-fifth (1/5) of one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right. Representations and Warranties In the Agreement, Broadway Tech and Principal Shareholders make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Agreement) relating to, among other things: (a) proper corporate organization of Broadway Tech and its affiliates and subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (c) neither the execution, delivery nor performance of the Agreement need any consent, approval, license or other action of any government authority; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter documents and corporate records; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) ownership of real property; (m) licenses and permits; (n) compliance with laws; (o) ownership of intellectual property; (p) customers and suppliers; (q) employment and labor matters; (r) taxes matters; (s) environmental matters; (t) brokers and finders; (u) that Broadway Tech is not an investment company; (v) no Action pending or threatened against Broadway Tech; and (w) other customary representations and warranties. In the Agreement, Purchaser Parties make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (c) no governmental authorization required; (d) Non-Contravention; (e) brokers and finders; (f) capital structure; (g) validity of share issuance; (h) minimum trust fund amount; (i) validity of Nasdaq Stock Market listing; (j) SEC filing requirements and financial statements; (k) litigation; (l) compliance with laws; (m) material contracts; (n) not an investment company; and (o) other customary representations and warranties. Conduct Prior to Closing; Covenants The parties have made customary representations, warranties and covenants in the Agreement, including, among other things, covenants with respect to the conduct of Broadway Tech and its affiliates/subsidiaries prior to the closing of the business combination. The parties have also agreed to customary “no shop” obligations. The Agreement also contains covenants providing for, among other things: Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of Broadway Tech, and file with the SEC the Registration Statement in connection with the registration under the Securities Act of Purchaser Ordinary Shares to be issued in the Mergers, which Registration Statement will also contain a proxy statement of Quartzsea; and all rights to exculpation, indemnification and advancement of expenses existing in favor of D&O indemnified persons shall survive the closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. Conditions to Closing General Conditions Consummation of the Agreement and the transactions is conditioned on, among other things, (i) no provisions of any applicable Law, and no Order shall prohibit or prevent the consummation of the closing; (ii) there shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the closing; (iii) Broadway Tech and Quartzsea receiving approval from their respective shareholders to the transactions; (iv) the SEC shall have declared the Registration Statement effective; (v) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued; (vi) the Additional Agreements shall have been entered into and the same shall be in full force and effect; (vii) the completion of the CSRC filing; and (viii) continued listing of Purchaser on Nasdaq and Nasdaq approval for listing the Closing Payment Shares on Nasdaq. Broadway Tech’s Conditions to Closing The obligations of Broadway Tech to consummate the transactions contemplated by the Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things: Purchaser Parties complying with all of their obligations under the Agreement in all material respects; subject to applicable materiality qualifiers, the representations and warranties of Purchaser Parties being true on and as of the closing date of the transactions and Purchaser Parties complying with all required covenants in the Agreement; Purchaser Parties complying with the reporting requirements under the applicable Securities Act and Exchange Act; ─────────────────────────────────────────────────────────────────────────────────────────────────────────── there having been no material adverse effect on Purchaser Parties; and Purchaser Parties shall have executed and delivered to Broadway Tech each Additional Agreement to which it is a party. Purchaser Parties’ Conditions to Closing The obligations of Purchaser Parties to consummate the transactions contemplated by the Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things: Broadway Tech and its subsidiaries complying with all of the obligations under the Agreement in all material respects; subject to applicable materiality qualifiers, the representations and warranties of Broadway Tech and its subsidiaries being true on and as of the closing date of the transactions and Broadway Tech and its subsidiaries complying with all required covenants in the Agreement; all necessary governmental approvals have been received in form and substance reasonably satisfactory; there having been no material adverse effect on Broadway Tech; and Quartzsea receiving duly executed legal opinions from Broadway Tech’s PRC counsel and Cayman Islands counsel. Broadway Tech shall have executed and delivered to Purchaser Parties each Additional Agreement to which it is a party. Termination The Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Quartzsea’s shareholders, by: mutual written consent of Quartzsea and Broadway Tech in case of any of the following: (a) failure to obtain required regulatory approvals despite using commercially reasonable efforts; (b) a material adverse change affecting the other party; (c) the failure of any closing condition that is not within the reasonable control of the terminating party; or (d) mutual agreement of the parties; Quartzsea, if Broadway Tech shall have materially breached any of its representations, warranties, agreements or covenants contained in the Agreement or in any Additional Agreement to be performed on or prior to the Closing Date and such breach shall not be cured within fifteen (15) days following receipt by Broadway Tech of a notice describing in reasonable detail the nature of such breach, or if the Agreement, the Plan of Acquisition Merger or the transactions contemplated thereby fail to be authorized or approved by the shareholders of Broadway Tech. For avoidance of doubt, if Broadway Tech shall have failed to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by August 31, 2025 and such breach shall not be cured within fourteen (14) days following receipt by Broadway Tech of a notice describing such breach, such breach shall constitute a material breach of the Agreement; Broadway Tech, if any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained in the Agreement or in any Additional Agreement to be performed on or prior to the Closing Date and such breach shall not be cured within fifteen (15) days following receipt by such Purchaser Party(s) of a notice describing in reasonable detail the nature of such breach; either party, if the other party causes a delay in the business combination process after the signing of the Agreement that exceeds six (6) months. For the avoidance of doubt, any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the SEC or the CSRC, in connection with the transactions contemplated in the Agreement, shall not be deemed attributable to either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and complete manner. In the event that the Agreement is terminated upon default of the other party, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000, within five (5) business days after termination of the Agreement by the non-breaching party or non-delaying party. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the actual agreement, which is filed as Exhibit 2.1 hereto. Shareholder Support Agreement Concurrently with the execution of the Agreement, certain shareholders of Broadway Tech entered into a support agreement with the Parent, pursuant to which each such shareholder of Broadway Tech agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement. The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 10.1 hereto. Lock-up Agreement In connection with the transactions, Purchaser shall enter into a lock-up agreement with certain Broadway Tech shareholders with respect to certain lock-up arrangements, which will provide that such Broadway Tech shareholders will not, within 180 days from the closing of the business combination (subject to earlier release if the closing price of Purchaser Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after the closing) and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. The lock-up applies to shareholders who hold more than twenty percent (20%) of Broadway Tech prior to the Acquisition Merger. All shares will also be subject to all applicable holding periods and requirements under the Securities Act of 1933 and SEC rules.