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.