Business Context and Reporting Period
Company: Quartzsea Acquisition Corporation (a Cayman Islands exempted company and blank check SPAC).
Reporting Period: Quarter ended February 28, 2025.
Status: The Company was formed on November 5, 2024, and had not commenced operations as of the balance sheet date. Its primary activity was organizational work and preparation for an Initial Public Offering (IPO). The Company is classified as an emerging growth company and a shell company.
Key Financial Metrics
| Metric | Value (Three Months Ended Feb 28, 2025) |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Loss | $(31,255) |
| Operating Costs | $33,504 (Formation and operating costs) |
| Interest Income | $2,249 |
| Cash Balance (End of Period) | $208,063 |
| Working Capital | $(301,307) Deficit |
| Total Assets | $492,949 |
| Total Liabilities | $509,370 |
| Shareholder's Equity (Deficit) | $(16,421) |
| Debt | $500,000 (Promissory note from Sponsor, related party) |
Material Changes and Subsequent Events
The financial statements reflect a pre-IPO position. Significant capital events occurred subsequent to the reporting period (March 19, 2025), fundamentally altering the Company's liquidity and capital structure:
- IPO Completion: On March 19, 2025, the Company consummated its IPO of 8,280,000 units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $82,800,000.
- Private Placement: Simultaneously, the Sponsor purchased 231,900 Private Units for $2,319,000.
- Trust Account: $82,800,000 was deposited into a Trust Account.
- Debt Repayment: The $500,000 promissory note owed to the Sponsor was repaid using IPO proceeds.
- Share Count Adjustment: Founder Shares were adjusted to 2,898,000. Due to the full exercise of the over-allotment option, no shares were subject to forfeiture.
Outlook, Risks, and Contingencies
Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern as of February 28, 2025, due to a lack of financial resources to sustain operations for one year without the successful completion of a Business Combination or additional capital raising. This status was resolved by the March 2025 IPO.
Business Combination Timeline: The Company has 15 months from the IPO closing (until June 19, 2026) to consummate a Business Combination. Failure to do so will trigger automatic liquidation.
Contractual Obligations:
- Underwriting Fees: A deferred fee of $3,312,000 (4.0% of gross proceeds) is payable upon a Business Combination.
- Administrative Services: The Company pays the Sponsor $20,000 per month for office and administrative services.
- Finder's Fee: A subsequent agreement (April 2025) with Hugh Grow Investment Ltd. includes a $150,000 retainer fee (amended from $350,000) and a potential $3,500,000 success fee upon transaction closing.
Risks: The Company faces risks associated with early-stage companies, market volatility, and the uncertainty of completing a Business Combination. Global conflicts and trade tensions may adversely affect the ability to consummate a transaction.
Investor Verification Checklist
- IPO Proceeds Verification: Confirm the $82.8 million gross proceeds and the $82.8 million deposit into the Trust Account as disclosed in subsequent events.
- Deferred Underwriting Fee: Verify the $3.312 million deferred fee obligation and its payment terms upon a Business Combination.
- Finder's Fee Agreement: Review the April 2025 agreement with Hugh Grow Investment Ltd. regarding the $150,000 retainer and $3.5 million success fee liability.
- Share Forfeiture Status: Confirm that the 378,000 shares initially subject to forfeiture were retained due to the full exercise of the over-allotment option.
- Liquidity Post-IPO: Assess the working capital available outside the Trust Account ($1,245,878 as of IPO closing) to fund operations until a Business Combination.