Quartzsea ends merger with Broadway Technology

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Quartzsea Acquisition Corporation has terminated its planned merger with Broadway Technology Inc. The companies signed a Termination, Settlement and Mutual General Release Agreement effective March 17, 2026, ending the June 6, 2025 Merger Agreement and all related transactions.

Both sides granted mutual releases of claims related to the merger and proposed business combination, and no termination fees are payable by either party. The decision was driven by a prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty, leaving Quartzsea to seek an alternative business combination.

Positive

None.

Negative

Planned merger canceled due to regulatory uncertainty: Quartzsea and Broadway Technology mutually terminated their Merger Agreement effective March 17, 2026, citing prolonged China Securities Regulatory Commission review and PRC regulatory uncertainty, leaving Quartzsea without its previously announced business combination.

Insights

Quartzsea’s planned Broadway merger is canceled with no fees, resetting its deal path.

Quartzsea Acquisition Corporation has mutually terminated its Merger Agreement with Broadway Technology Inc., effective March 17, 2026. The agreement is fully void except as specified in the Termination Agreement, and both parties provide mutual general releases of merger-related claims.

The termination is explicitly tied to a prolonged China Securities Regulatory Commission approval process and PRC regulatory uncertainty, underscoring regulatory execution risk in cross-border transactions. No termination fee is owed by either side, which preserves Quartzsea’s cash but leaves it without this previously identified business combination.

For investors following Quartzsea’s de‑SPAC path, the key change is that the Broadway transaction and all related rights and obligations are canceled. Future company filings will need to outline any new target search, revised timelines, or strategic direction following this termination.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

What did Quartzsea Acquisition Corporation (QSEA) announce about its merger with Broadway Technology?

Quartzsea Acquisition Corporation and Broadway Technology Inc. agreed to terminate their Merger Agreement effective March 17, 2026. A Termination, Settlement and Mutual General Release Agreement cancels the June 6, 2025 merger and all related transactions, with both parties releasing merger-related claims.

Why was the Quartzsea (QSEA) and Broadway Technology merger terminated?

The merger was terminated due to regulatory challenges in China. The companies cited a prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty as the reasons for mutually ending the Merger Agreement and proposed business combination.

Were any termination fees paid when Quartzsea (QSEA) ended the Broadway merger?

No termination fees were payable by either party when the merger ended. The Termination Agreement explicitly states that neither Quartzsea Acquisition Corporation nor Broadway Technology Inc. owes a termination fee in connection with canceling the Merger Agreement.

What is the Termination, Settlement and Mutual General Release Agreement for QSEA?

It is the contract that formally ends Quartzsea’s merger with Broadway Technology. Signed March 17, 2026, it terminates the June 6, 2025 Merger Agreement, cancels the contemplated transactions, and provides mutual general releases of claims related to the proposed deal.

Does Quartzsea Acquisition Corporation (QSEA) still have any obligations under the Broadway Merger Agreement?

Except as described in the Termination Agreement, the Merger Agreement has no further force or effect. The termination is effective March 17, 2026, and mutual releases apply to claims relating to the Merger Agreement and proposed transaction.

What securities of Quartzsea Acquisition Corporation are listed on Nasdaq?

Quartzsea has units, ordinary shares, and rights listed on Nasdaq. Its units trade under QSEAU, ordinary shares under QSEA, and rights, each entitling the holder to receive one-fifth of one ordinary share, under QSEAR.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/18/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2026

Quartzsea Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42555		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 304

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 612-1400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Units, each consisting of one ordinary share and one right	QSEAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	QSEA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth of one ordinary share	QSEAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IMPORTANT NOTICES

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements regarding the Company’s ability to identify and complete a future business combination, are forward-looking statements. Words such as “expect,” “believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company’s ability to identify a suitable target business, negotiate and complete a future business combination, and other risks described in the Company’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any such statements, except as required by law.

Item 1.01 Entry into a Material Definitive Agreement

On March 17, 2026, Quartzsea Acquisition Corporation, a Cayman Islands exempted company (the “Company”), entered into a Termination, Settlement and Mutual General Release Agreement (the “Termination Agreement”) with Broadway Technology Inc., a Cayman Islands exempted company (the “Broadway”).

The Termination Agreement provides for the termination, by mutual agreement of the parties thereto, of that certain Agreement and Plan of Merger, dated as of June 6, 2025, by and among the Company, Broadway, certain principal shareholders of Broadway, including Fan Zhang as the shareholder representative, and the other parties thereto (the “Merger Agreement”). Pursuant to the Termination Agreement, the parties thereto agreed to terminate the Merger Agreement and the transactions contemplated thereby in their entirety, effective as of March 17, 2026. The Termination Agreement further provides for mutual releases of claims relating to the Merger Agreement and the proposed transaction. The parties entered into the Termination Agreement due to the prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

As described above in Item 1.01, on March 17, 2026, the Company and the Broadway entered into the Termination Agreement, pursuant to which the Merger Agreement was terminated in its entirety, effective as of March 17, 2026, subject to the terms and conditions set forth in the Termination Agreement. Except as expressly set forth in the Termination Agreement, the Merger Agreement is of no further force or effect. No termination fees were payable by either party in connection with the termination of the Merger Agreement.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Termination Agreement, dated March 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUARTZSEA ACQUISITION CORPORATION

By:	/s/ Qi Gong
Name:	Qi Gong
Title:	Chief Executive Officer

Date: March 18, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 12.2 KB

Quartzsea ends merger with Broadway Technology