Quetta Acquisition Corp (QETA) — 10-K

Filed 2025-04-07 · Period ending 2024-12-31 · 41,450 words · SEC EDGAR

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# Quetta Acquisition Corp (QETA) — 10-K

**Filed:** 2025-04-07
**Period ending:** 2024-12-31
**Accession:** 0001641172-25-002974
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1978528/000164117225002974/)
**Origin leaf:** 97b0545890808dc6e797c44ac79d9d976b212c24abcceb435965dbb2a6191d23
**Words:** 41,450



---

**
UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM
10-K**
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For
the fiscal year ended **December 31, 2024**
or
**TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For
the transition period from __________ to __________
Commission
file number: **001-41832**
**QUETTA
ACQUISITION CORPORATION**
(Exact
name of registrant as specified in its charter)
| 
Delaware | 
| 
93-1358026 | |
| 
(State
or other jurisdiction of
incorporation or organization) | 
| 
(I.R.S.
Employer
Identification No.) | |
| 
1185
6th Avenue, Suite 304
New
York, NY | 
| 
10036 | |
| 
(Address
of principal executive offices) | 
| 
(Zip
Code) | |
Registrants
telephone number, including area code: **(212) 612-1400**
Securities
registered pursuant to Section 12(b) of the Act:
| 
Title
of each class | 
| 
Trading
Symbol(s) | 
| 
Name
of each exchange on which registered | |
| 
Common
Stock | 
| 
QETA | 
| 
The
Nasdaq Stock Market LLC | |
| 
Rights | 
| 
QETAR | 
| 
The
Nasdaq Stock Market LLC | |
| 
Units | 
| 
QETAU | 
| 
The
Nasdaq Stock Market LLC | |
Securities
registered pursuant to Section 12(g) of the Act: **None.**
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes 
No 
Indicate
by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No 
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
| 
Large
accelerated filer | 
| 
Accelerated
filer | 
| |
| 
Non-accelerated
filer | 
| 
Smaller
reporting company | 
| |
| 
| 
| 
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. 
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
As
of June 30, 2024, the last day of the registrants most recently completed second fiscal quarter, the aggregate market value of
the registrants common stock held by non-affiliates of the registrant was $71,415,000, computed
by reference to the closing sales price for the common stocks on June 30, 2024, as reported on The Nasdaq Stock Market LLC.
The
number of shares outstanding of the Registrants shares of common stock as of April 7, 2025 was 3,747,748, $0.0001 par value
per share, issued and outstanding.
**DOCUMENTS
INCORPORATED BY REFERENCE**
None.
| | |
**QUETTA
ACQUISITION CORPORATION**
**Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2024**
| 
PART I | 
| 
1 | |
| 
ITEM
1. | 
| 
BUSINESS | 
| 
1 | |
| 
ITEM
1A. | 
| 
RISK FACTORS | 
| 
13 | |
| 
ITEM
1B. | 
| 
UNRESOLVED STAFF COMMENTS | 
| 
13 | |
| 
ITEM
1C. | 
| 
CYBERSECURITY | 
| 
13 | |
| 
ITEM
2. | 
| 
PROPERTIES | 
| 
13 | |
| 
ITEM
3. | 
| 
LEGAL PROCEEDINGS | 
| 
13 | |
| 
ITEM
4. | 
| 
MINE SAFETY DISCLOSURES | 
| 
13 | |
| 
| 
| 
| 
| 
| |
| 
PART II | 
| 
14 | |
| 
ITEM
5. | 
| 
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 
| 
14 | |
| 
ITEM
6. | 
| 
[RESERVED] | 
| 
16 | |
| 
ITEM
7. | 
| 
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 
| 
17 | |
| 
ITEM
7A. | 
| 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 
| 
22 | |
| 
ITEM
8. | 
| 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 
| 
22 | |
| 
ITEM
9. | 
| 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 
| 
22 | |
| 
ITEM
9A. | 
| 
CONTROLS AND PROCEDURES | 
| 
23 | |
| 
ITEM
9B. | 
| 
OTHER INFORMATION | 
| 
23 | |
| 
ITEM
9C | 
| 
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 
| 
23 | |
| 
| 
| 
| 
| 
| |
| 
PART III | 
| 
24 | |
| 
ITEM
10. | 
| 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 
| 
24 | |
| 
ITEM
11. | 
| 
EXECUTIVE COMPENSATION | 
| 
31 | |
| 
ITEM
12. | 
| 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 
| 
32 | |
| 
ITEM
13. | 
| 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 
| 
34 | |
| 
ITEM
14. | 
| 
PRINCIPAL ACCOUNTANT FEES AND SERVICES | 
| 
36 | |
| 
| 
| 
| 
| 
| |
| 
PART IV | 
| 
37 | |
| 
ITEM
15. | 
| 
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 
| 
37 | |
| 
ITEM
16. | 
| 
FORM 10-K SUMMARY | 
| 
39 | |
| i | |
**FORWARD
LOOKING STATEMENTS**
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report
that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements
regarding our or our managements expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words anticipates, believe, continue, could,
estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about our:
| 
| 
| 
ability
to complete our initial business combination; | |
| 
| 
| 
success
in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | |
| 
| 
| 
officers
and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving
our initial business combination, as a result of which they would then receive expense reimbursements; | |
| 
| 
| 
potential
ability to obtain additional financing to complete our initial business combination; | |
| 
| 
| 
pool
of prospective target businesses; | |
| 
| 
| 
the
ability of our officers and directors to generate a number of potential investment opportunities; | |
| 
| 
| 
potential
change in control if we acquire one or more target businesses for stock; | |
| 
| 
| 
the
potential liquidity and trading of our securities; | |
| 
| 
| 
the
lack of a market for our securities; | |
| 
| 
| 
use
of proceeds not held in the trust account or available to us from interest income on the trust account balance; or | |
| 
| 
| 
financial
performance following our initial public offering. | |
The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections
are no longer reasonably attainable.
Certain
disclosures and statements contained in this Annual Report on Form 10-K are based on the possibility that the KM QUAD Business Combination
(as defined below) is not consummated. As previously disclosed in the Companys Current Reports on Forms 8-K filed on February
14, 2025, on February 14, 2025, we entered into a Merger Agreement (the Agreement), by and among Quetta Acquisition Corporation,
a Delaware corporation (QETA), Quad Global Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of QETA
(Purchaser), Quad Group Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (Merger
Sub, together with QETA, Purchaser, the Purchaser Parties), KM QUAD, a Cayman Islands exempted company (QUAD),
certain shareholders of QUAD (Principal Shareholders), and Mr. Junan Ke, as representative of the Principal Shareholders
of QUAD. The Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary conditions,
the merger shall be consummated (the KM QUAD Business Combination), and in accordance with the terms and conditions as
further specified under the section entitled Initial Business Combination below.
| ii | |
**PART
I**
| 
ITEM
1. | 
BUSINESS | |
*In
this Annual Report on Form 10-K (the Form 10-K), references to the Company, Quetta, QETA,
and to we, us, and our refer to Quetta Acquisition Corporation.*
**Introduction**
We
are a blank check company formed under the laws of the State of Delaware on May 1, 2023 for the purpose of entering into a merger, share
exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses
or entities, which we refer to throughout this report as our initial business combination. Our efforts to identify a prospective target
business will not be limited, although the company intends to prioritize the evaluation of businesses in Asia.
In
the event the KM QUAD Business Combination is not consummated, we will continue to identify a prospective target business.
**Context
and Competitive Advantage**
We
will seek to leverage our management teams proprietary network of relationships with corporate executives, private equity, venture
and growth capital funds, investment banking firms, consultants, family offices, and large corporations in order to source, acquire,
and support the operations of the business combination target. We believe our teams extensive and applicable experience investing
in and operating businesses in Asia and North America will make us a preferred partner and allow us to source high-quality combination
targets. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although
the Company intends to focus on operating businesses in Asia.
Our
team consists of experienced professionals and senior operating executives who bring a unique background and skill set that will be attractive
to leading Asia-based companies. We believe that we will be able to leverage the following competitive strengths in identifying, structuring,
and consummating a business combination:
| 
| 
| 
An
extensive network across several industries in Asia; which includes longstanding relationships with leading executives, investors,
entrepreneurs, and investment bankers in the Asia region and thus will provide us with access to proprietary investment opportunities
and strong deal flow in our target sectors; | |
| 
| 
| 
Structuring
and execution capabilities; through their respective careers, our team has extensive experience in identifying, evaluating and executing
investments in companies at various stages of their life cycle. We believe that the combined and complementary expertise of our team
will allow us to structure and execute a highly attractive transaction; | |
| 
| 
| 
U.S.
and Asia cross-border deal experience; cross-border transactions require industry and local regulatory knowledge, rigorous due diligence
and structuring creativity. Our team has significant transaction experience completing large-scale domestic and cross-border transactions,
involving acquirers and targets located across the U.S. and Asia. | |
Our
Sponsor is Yocto Investments LLC and our manager is Ms. Chen Chen, who is the wife of our chief executive officer. We will seek to capitalize
on the collective deal-making experience and business connections of our management team.
| | 1 | | |
**Hui
Chen** has been our Chief Executive Officer and Chairman since May 2023. He has been serving as the Chief Executive Officer and Chairman
of Yotta Acquisition Corporation (Nasdaq: YOTA) since December 2021. Mr. Chen is a cross-industry expert in computer science and law.
Mr. Chen founded Law Offices of Hui Chen & Associates, PC in 2012, a New York-based law firm. Mr. Chen focuses his practice on patent
prosecution, copyright infringement, and other general intellectual property matters. Mr. Chen has also been an adjunct professor at
Hofstra University since September 2019, where he instructs multiple undergraduate computer science programming courses in Visual C++.
Before joining Hofstra University, Mr. Chen was an adjunct associate professor at John Jay College of Criminal Justice, Pace University,
Touro College, and Saint Francis College between 2000 and 2018 and was a full-time professor at Technical Career of Institute, College
of Technology from December 2011 to December 2017. Before forming his law office in 2012, Mr. Chen worked for multiple Fortune 500 companies.
Mr. Chen worked as an Oracle developer at eBay, Inc. from February 2008 to May 2015. Mr. Chen worked at IBM Global Services, where he
was a solo back-end developer in designing and building the database and back-end process for DHS Inspection Application, from November
2007 to March 2008, and a programmer analyst between March 1998 and May 2004. Mr. Chen also worked at MultiPlan Inc. between June 2005
and February 2008 as a technical lead where he participated in designing new application systems and partnered with external vendors
in coding and implementing new systems by using Java and Oracle PL/SQL. Before that, Mr. Chen worked at Pepsi Cola Inc. from January
2004 to June 2005, where he designed, coded, implemented, and documented a growth forecasting system and developed an automatic purchasing
system. Mr. Chen received a Bachelors degree in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelors
degree in HVAC from Technical Career Institutes in 1997, a Master of Science degree in Computer Science from Pace University in 2000,
and his J.D. degree from Cardozo School of Law, Yeshiva University in 2010.
**Robert
L. Labbe** has been our Chief Financial Officer since May 2023. He serves as one of our directors as of the date of this report.
He has been serving as the Chief Financial Officer and director of Yotta Acquisition Corporation (Nasdaq: YOTA) since December 2021.
Mr. Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over thirty (30) years
of experience in real estate. Mr. Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate advisor company, since
January 2010. Mr. Labbe has been the general counsel of Global Premier Development Inc. and Global Premier America, LLC, real estate
development companies, from March 2012 to December 2021. Mr. Labbe was a co-founder, general counsel, and managing director of
Lenders Direct Capital, a wholesale lender, and its retail affiliate Lenders Republic Financial, a nationwide mortgage banker, from
May 2003 to December 2007. Mr. Labbe was also a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in
California, from January 2003 to December 2007. Mr. Labbe co-founded First Allegiance Financial, a national specialty finance
company, where he was the president and chairman from September 1996 to December 1998. First Allegiance Financial was acquired by
City Holding Company, a financial holding company, for approximately $22 million in 1997. Mr. Labbe received his Bachelors
degree in Civil Law (B.C.L.) and Bachelor of Laws degree (LL.B.) from McGill University in 1982 and 1983, respectively. Mr. Labbe
also received his Diplome dEtude Collegiale St. Lawrence College (Quebec) in 1978. Mr. Labbe is a licensed broker with the
California Department of Real Estate since 1990. Mr. Labbe also holds the UC Irvine Extension Light Construction and Development
Management Program Certificate.
**Brandon
Miller** has been serving as one of our independent directors since October 2023. He has been serving as a member of the board of directors
of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022. Mr. Miller has been the managing partner at Aspect Property Management
LLC, a property management company in Connecticut, since January 2015. Before joining Aspect Property Management LLC, Mr. Miller spent
a decade in the consulting industry at Matt & Company, a private and public sector consulting company from January 2005 to
January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services. Mr. Miller was
a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005. Mr. Miller is presently a certified
manager of community associations (CMCA) and an association management specialist (AMS). Mr. Miller received
his Bachelors degree in Finance from the University of Bridgeport in 1986 and studied in Mechanical Engineering at North Carolina
State University from 1980 to 1983.
| | 2 | | |
**Daniel
M. McCabe** has been serving as one of our independent directors since October 2023. He has been serving as a member of the board of
directors of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022. Mr. McCabe has been admitted to practice before the Courts
of the State of Connecticut since 1974. Mr. McCabes legal career began as an assistant clerk of the Superior Court at Stamford
from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded
in 1982. His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations,
and complex litigation. Mr. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Mr. McCabe previously was
the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for
the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution
Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and
advisor to Mayor Stanley Esposito of the City of Stamford. Mr. McCabe obtained his Juris Doctor degree from St. Johns University
Law School in 1974.
**Qi
Gong**has been serving as one of our independent directors since April 3, 2024. Ms. Gong has enjoyed a diverse career in both China
and the United States across various domains. In March 2024, Ms. Gong founded the American Wall Street Listed Group Inc., a consulting
company, and has been serving as its Chief Executive Officer since such time. Ms. Gong was also the founder and has been serving as the
Chief Executive Officer for American Information Technology Inc., an information technology consulting company, since September 2022.
She was also the founder and has been serving as the Chief Executive Officer for U.S. China Health Products Inc., a marketing consulting
company, since December 2021. In addition, Ms. Gong founded the U.S.-China Service Inc., a wealth management consulting company, in July
2018 and has been serving as its Chief Executive Officer since such time. She has been serving as a member of the board of directors
of Yotta since April 2024.
Since
our initial public offering (the IPO), which was consummated on October 11, 2023, our sole business activity has been identifying
and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring
formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our
operations. Our current activities aim to consummate the KM QUAD Business Combination. We will not limit our search of potential targets
for the initial business combination. In particular we are interested in exploring the possibility of establishing a digital assets market
in Asia.
The
past performance of our management team, or their respective affiliates, is not a guarantee either (i) of success with respect to any
business combination we may consummate or (ii) in the event the KM QUAD Business Combination is not consummated, that we will be able
to identify another suitable candidate for our initial business combination. No member of our management team has been an officer or
director of a special purpose acquisition corporation in the past. You should not rely on the historical record of our management teams
or their respective affiliates performance as indicative of our future performance.
Our
officers and directors may become officers or directors of another special purpose acquisition company with a class of securities intended
to be registered under the Securities Act of 1933, as amended, or the Exchange Act of 1934, prior to the completion of our initial business
combination.
**Our
Business Strategy and Acquisition Criteria**
In
the event the KM QUAD Business Combination is not consummated, we will continue to search for a target company. We intend to focus our
efforts on identifying and completing our initial business combination with a company that aligns with our teams experiences,
expertise and network of relationships. Our business strategy is focused on potential acquisition targets that exhibit compelling long-term
growth potential and highly defensible market positions. Our experience with Asia is a key differentiator for us compared to other blank
check companies, the majority of which we believe are seeking business combinations exclusively in the U.S. We believe this will allow
us to generate a truly differentiated pipeline of acquisition opportunities and lead to executing a business combination with an attractive
target company more quickly, efficiently, and under better terms than our competitors.
| | 3 | | |
We
believe that targeting companies in Asia are compelling because there is a significant pool of high-quality private companies that could
benefit from going public in the United States. We expect that the financial technology sector will continue to have a strong growth
trajectory due to recent trends including increasing digitization, the adoption and advancement of new technology, and changes in consumer
habits. We believe Asia in particular represents a compelling market environment with significant growth opportunities and favorable
trends within the financial technology industry. We believe that the COVID-19 pandemic and Asias growing market has enabled consumer
adoption of financial technology to accelerate, creating massive opportunities for our team to capitalize on. Given the high level of
business formation and development in Asia, and the number of high-quality emerging companies seeking access to the US capital markets
in our network, we believe that we will be able to engage with many leading and Asia-based companies interested in a business combination.
We
have identified the following general criteria and guidelines as we evaluate prospective target companies.
| 
| 
| 
Large
underpenetrated markets with favorable industry dynamics. We intend to actively look for suitable investment opportunities with an
enterprise value of approximately $250 million to $1 billion. We will prioritize targets that are already benefiting from or capitalizing
on trends found within their respective sectors. | |
| 
| 
| 
Strong
management team. The strength of the management team will be an important component in our review process. We will seek to partner
with a visionary, experienced and professional management team that can drive growth, strategic decision making and long-term value
creation. | |
| 
| 
| 
Defensible
market position with sustainable competitive advantage. We intend to favor targets that have a strong competitive advantage or are
category leaders in their respective verticals. We will target companies that have strong intellectual property, technology, or brand
equity within their respective sectors and that can be further monetized on a global basis. | |
| 
| 
| 
Asia-domiciled
but operating on a global basis. We will seek targets that have already established a strong operating history within Asia, but which
possess a competitive edge to expand into new geographic regions where similar needs exist. | |
| 
| 
| 
Benefit
from being a public company. We intend to only acquire businesses that would benefit from being publicly traded in the United States,
including access to broader sources of capital and expanded market awareness. This improved access to capital could allow the targets
to accelerate growth, pursue new projects, retain and hire employees, and expand into new geographies or businesses. | |
While
we intend to use these criteria in evaluating the attractiveness of potential business combination opportunities, we may ultimately decide
to enter into an initial business combination with a target business that does not meet these criteria. In the event that we decide to
enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose
that the target business does not meet the above criteria and guidelines in stockholder communications related to our initial business
combination, which would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as well as the review of financial and other information which will be made available to us. We will also utilize our operational and
capital allocation experience. Our acquisition criteria, due diligence processes, and value creation methods are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors, and criteria that our management may deem relevant.
| | 4 | | |
**Yotta
Acquisition Corporation**
On
March 8, 2021, our management co-founded Yotta Acquisition Corporation, a Delaware corporation (Yotta), a special purpose
acquisition company incorporated for the purposes of effecting a business combination. On April 22, 2022, Yotta consummated its initial
public offering of 11,500,000 units (including 1,500,000 units issued upon the full exercise of the over-allotment option), each unit
consisting of one share of common stock and one-tenth (1/10) of one right, for an offering price of $10.00 per unit. Its units, common
stock and rights are currently traded on Nasdaq under symbols YOTAU, YOTA and YOTAR, respectively.
On
October 24, 2022, Yotta entered into a certain merger agreement (the Merger Agreement) by and among NaturalShrimp Incorporated
(NaturalShrimp), a Nevada corporation, Yotta, and Yotta Merger Sub, Inc. (MergerSub), a Nevada corporation
and wholly-owned subsidiary of Yotta. At the closing of the merger in consideration, Yotta will issue 17.5 million shares of its common
stock, par value $0.0001 per share, to the former security holders of Yotta. Following the closing of the merger, the former security
holders of NaturalShrimp will be entitled to receive up to 10,000,000 additional shares of Yottas common stock if, following the
closing of the merger, NaturalShrimp meets or exceeds either of two annual revenue thresholds for each of the fiscal years ending on
March 31, 2024 and March 31, 2025. After the closing of the merger, if NaturalShrimp meets or exceeds $15,000,000 in revenue (per its
audited financial statements) for the fiscal year ending March 31, 2024, then Yotta will issue 5,000,000 shares of Yottas common
stock to the former security holders of NaturalShrimp. If NaturalShrimp meets or exceeds $30,000,000 in revenue (per its audited financial
statements) for the fiscal year ending March 31, 2025, then Yotta will issue 5,000,000 shares of its common stock to the former security
holders of NaturalShrimp.
At
a special meeting of stockholders held on April 19, 2023, Yottas stockholders approved Yotta to enter into an amendment to the
Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (the Trust Amendment) dated as
of April 19, 2023. Pursuant to the Trust Amendment, Yotta has the right to extend time to complete its business combination (the Business
Combination Period) under the Trust Agreement for a period of 12 months from April 22, 2023 to April 22, 2024 and to the extent
Yottas Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period, by depositing $120,000
for each such one-month extension into Yottas trust account. Yotta filed an amendment to its Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State on April 19, 2023 giving Yotta the right to extend the Business Combination Period
from April 22, 2023 to April 22, 2024.
On
April 21, 2023, May 17, 2023 and June 20, 2023, Yotta deposited $120,000 each time (an aggregate of $360,000) into its trust account
in order to extend the period of time it has to complete a business combination for an additional one (1) month period, respectively.
The purpose of the extensions is to provide more time for Yotta to complete a business combination.
By
a letter dated August 10, 2023 (the Termination Letter), Yotta informed NaturalShrimp that it was terminating the Merger
Agreement. The termination of the Merger Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but
not limited to, NaturalShrimps obligation to share the costs associated with the extension of the deadline by which Yotta must
complete an initial business combination. Although the payments were to be shared equally, NaturalShrimp failed to provide its portion
despite being notified of its obligation to do so.
NaturalShrimp
has not responded to the Termination Letter but previously sent a notification that it was terminating the Merger Agreement. Yotta rejected
that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate it. Moreover,
pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger Agreement when it was in
breach of its terms. Yotta also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms
of the Merger Agreement.
| | 5 | | |
On
September 22, 2023, and August 22, 2024, Yotta held special meetings of stockholders (the September Special Meeting and
the August Special Meeting, respectively). During the September Special Meeting, stockholders approved the extension of
period Yotta has to consummate a business combination from September 22, 2023, to August 22, 2024, without the requirement to deposit
additional funds into the Trust Account. In connection with the stockholders vote at the special meeting, an aggregate of 3,358,759
shares with redemption value of approximately $35,797,997 (or $10.66 per share) of Yottas common stock were tendered for redemption;
the entire amount was paid to the redeemed public stockholders on October 16, 2023.
During
the August Special Meeting, stockholders approved the extension of period Yotta has to consummate a business combination from August
22, 2024 to October 22, 2025 on a monthly basis by depositing an amount equal to $0.04 multiplied by the number of shares of common stock
sold to the public in the IPO and that remain outstanding after giving effect to the shares that were redeemed in connection with the
August Special Meeting. In connection with the stockholders vote at the August Special Meeting, an aggregate of 262,231 shares
with redemption value of approximately $2,956,393.95 (or $11.27 per share) of Yottas common stock were tendered for redemption.
Yotta subsequently deposited $18,564.20 into the Trust Account per month to extend the date by which Yotta can complete an initial business
combination until November 22, 2024 (or up to October 22, 2025 if the business combination period is extended in accordance with the
terms of Yottas charter).
On
August 20, 2024, Yotta entered into an Agreement and Plan of Merger (the Merger Agreement), by and among Yotta, Yotta Merger
Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Yotta (Merger Sub), and DRIVEiT Financial Auto Group,
Inc., a Maryland corporation (the DRIVEiT). The Merger Agreement provides that, among other things and upon the terms and
subject to the conditions thereof, the following transactions will occur, and in accordance with Maryland General Corporation Law. Merger
Sub will merge with and into DRIVEiT, the separate corporate existence of Merger Sub will cease, and DRIVEiT will be the surviving corporation
and a wholly-owned subsidiary of Yotta. Yotta will be renamed DRIVEiT Financial Auto Group, Inc. The Business Combination
is expected to be consummated after obtaining the required approval by the stockholders of Yotta and DRIVEiT and the satisfaction of
certain other customary closing conditions.
The
total consideration to be paid at the Closing of the Business Combination by Yotta to DRIVEiT security holders will be an amount equal
to $100,000,000 (Merger Consideration). The Merger Consideration will be payable in shares of common stock, par value $0.0001
per share, of Yotta, valued at $10 per share.
The
board of directors of Yotta has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the
other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders
of Yotta.
Pursuant
to the Merger Agreement, DRIVEiT deposited $1,100,000 into Sponsors operating account to repay indebtedness owed to the Sponsor
of Yotta and $400,000 into Yottas operating account to cover merger related transaction costs.
Certain
member of our management are officers and/or directors of Yotta, including Mr. Hui Chen serves as Chairman and CEO, Mr. Robert L. Labbe
serves as the CFO and director, and each of Mr. Brandon Miller, Mr. Daniel M. McCabe and Ms. Qi Gong serves as an independent director,
and each of the foregoing own fiduciary duties under Delaware general corporate law to Yotta. For more details about our managements
conflict of interests, see Management-Conflicts of Interest of this annual report on Form 10-K.
| | 6 | | |
**Acquisition
Process**
In
evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and
among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities and a review of financial and other information about the target and its industry. We will also utilize our management
teams operational and capital planning experience as a part of our analysis of any potential target.
We
are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors
nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or
directors. In the event we seek to complete our initial business combination with an initial business combination target that is affiliated
with our Sponsor, officers, or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair
to our company from a financial point of view.
Our
directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination. More specifically, all of our officers and directors have fiduciary and contractual duties to Yotta Acquisition
Corporation (Yotta), which executed a definitive merger agreement for its business combination on August 20, 2024. Yotta
will have priority over us in connection with potential target businesses identified by its management. These conflicts of interests
may limit the number of potential targets that our management presents to us for purposes of completing a business combination. For more
details about our managements conflict of interests, see Conflicts of Interest on page 28. If Yotta decides to pursue
any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law,
none of the members of our management team who are also employed by, or directors of, our Sponsor or its affiliates have any obligation
to present us with any opportunity for a potential business combination of which they become aware. Our Sponsor and directors and officers
are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in
connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in
their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present
potential business combinations to the related entities described above, current or future entities affiliated with or managed by our
Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and
any other applicable fiduciary duties.
Certain
of our directors and officers currently have, and any of them in the future may have additional, fiduciary, or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to
such entity subject to his or her fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity
that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or
she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity
to us.
No
members of our management team have any obligation to present us with any opportunity for a potential business combination of which they
become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company. Members
of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties
before they present such opportunities to us. Any knowledge or presentation of such opportunities may therefore present conflicts of
interest.
| | 7 | | |
**Initial
Business Combination**
Initially,
we have nine (9) months from the closing of our IPO to consummate our initial business combination (Combination Period).
If we anticipate that we may not be able to consummate our initial business combination within nine (9) months from the closing of our
IPO, we may, but are not obligated to, if requested by our Sponsor or its affiliates, extend Combination Period up to two times by an
additional three months each time for a total of up to fifteen (15) months by depositing $600,000 (or $690,000 if the underwriters
over-allotment option is exercised in full) in connection with each such extension into our trust account (the Paid Extension
Period). In addition, we will be entitled to an automatic six-month extension to complete a business combination (the Automatic
Extension Period) if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business
combination during the Combination Period or Paid Extension Period. If we are unable to consummate our initial business combination within
such time period, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our outstanding
public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the
funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve.
However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of
our public shareholders. In the event of our liquidation and subsequent dissolution, the public and private rights will expire and will
be worthless.
On
October 18, 2024, the Company entered into a non-binding letter of intent (LOI) with QUAD, regarding a potential business
combination (the Proposed Transaction). The LOI is non-binding and no agreement providing for any Proposed Transaction
or any other transaction or the participation by either party therein will be deemed to exist unless and until definitive agreements
have been executed. As a result of the execution of the LOI, the deadline by which the Company must complete its initial business combination
has been extended to January 10, 2025.
On
January 10, 2025, the Company held a special meeting of stockholders (the January Special Meeting). During the January
Special Meeting, stockholders approved the proposal to amend Companys amended and restated certificate of incorporation and Trust
Agreement to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026
(thirty six (36) months from the consummation of the IPO), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing
$60,000 into the Companys trust account for each such one-month extension. Additionally, stockholders approved the proposal to
include any entity with its principal business operations in the geographical regions of the Peoples Republic of China, the Hong
Kong special administrative region, and the Macau special administrative region in the Companys acquisition criteria in its search
for a prospective target business for its business combination.
The
Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination. In addition,
in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company
elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall
be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent (3%) (the Cure Period). If the Company fails to make any applicable past due payment during the Cure
Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with
the same effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the
IPO.
As
previously disclosed in the Companys current reports on Forms 8-K filed on February 14, 2025, on February 14, 2025, we entered
into an Agreement, by and among QETA, Purchaser, Merger Sub, QUAD, Principal Shareholders, and Mr. Junan Ke, as representative of the
Principal Shareholders of QUAD. The Agreement provides that, among other things and upon the terms and subject to the satisfaction of
certain customary conditions, the KM QUAD Business Combination shall be consummated, and in accordance with the terms and conditions
as further specified under this section entitled Initial Business Combination.
| | 8 | | |
Upon
the closing of the transactions contemplated by the Agreement, QETA will merge with and into Purchaser, resulting in all QETA stockholders
becoming shareholders of the Purchaser as described under the below section titled Redomestication Merger. Concurrently
therewith, Merger Sub will merge with and into QUAD, resulting in Purchaser acquiring 100% of the issued and outstanding equity securities
of QUAD (the Acquisition Merger). Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall
consist of 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 QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued Purchaser
Ordinary Shares (the Closing Payment Shares), valued at $10.00 per share.
Furthermore,
the parties agreed that immediately following the closing the Acquisition Merger, Purchasers board of directors will consist of
five (5) directors. QETA will designate, or cause to be designated, one (1) director, who shall be deemed independent in accordance with
Nasdaq requirements and QUAD will designate, or cause to be designated, four (4) of the directors, two (2) of which shall be deemed independent
in accordance with Nasdaq requirements. The officers of QUAD shall continue to serve as officers of the post-closing company.
At
the Redomestication Effective Time, QETA will be merged with and into Purchaser, the separate corporate existence of QETA will cease
and Purchaser will continue as the surviving corporation (the Redomestication Merger). In connection with the Redomestication
Merger, QETAs issued and outstanding units shall separate into its individual components of one share of common stock and one-tenth
(1/10) of one right, and all units shall cease to be outstanding and shall automatically be canceled, and each of QETAs issued
and outstanding securities will be converted into an equivalent amount of Purchasers securities: (i) Each share of QETA common
stock will be converted automatically into one Purchaser Class A Ordinary Share; and (ii) Each right to acquire one share of QETA common
stock will be converted automatically into one right to acquire 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 Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right.
In
the Agreement, QUAD 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 QUAD 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) that QUAD
is not an investment company; (u) no Action pending or threatened against QUAD; and (v) 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) capital structure; (f) validity of share issuance; (g) trust fund
amount as of the Effective Time; (h) validity of Nasdaq Stock Market listing; (i) SEC filing requirements and financial statements; (j)
litigation; (k) compliance with laws; (l) material contracts; (m) not an investment company; and (n) other customary representations
and warranties.
The
parties have made customary representations, warranties and covenants in the Agreement, including, among other things, covenants with
respect to the conduct of QUAD and its affiliates/subsidiaries prior to the closing of the business combination. The parties have also
agreed to customary no shop obligations.
| | 9 | | |
The
Agreement also contains covenants providing for, among other things:
| 
| 
(a) | 
Purchaser
shall prepare with the assistance, cooperation and commercially reasonable efforts of QUAD, 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 QETA; | |
| 
| 
(b) | 
QUAD
shall bear (i) 50% of the Transaction Costs incurred by QETA, excluding any amounts payable at Closing from the Trust Account, provided
that QUADs obligation to pay such Transaction Costs incurred by QETA shall not exceed $500,000 in total; (ii) 50% of the expenses
incurred by QETA in connection with maintaining ongoing public company responsibilities, provided that QUADs obligation to
pay such Public Company Expenses incurred by QETA shall not exceed $100,000 in total; and (iii) the extension fees of QETA covering
nine extensions over nine months, in the total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to
a delay in obtaining approvals from the China Securities Regulatory Commission (the CSRC), QUAD shall be responsible
for any extension fees and other related fees incurred by QETA beyond October 10, 2025 not to exceed $100,000 per month; and | |
| 
| 
(c) | 
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. | |
Concurrently
with the execution of the Agreement on February 14, 2025, the Company and certain shareholders of QUAD entered into a support agreement,
pursuant to which each such shareholder 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 10.9 hereto.
Our
initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least
80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement
to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target
business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent
accounting firm with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion,
nor will they be able to rely on such opinion.
We
will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, at which stockholders
may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination,
for their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders
with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an
amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case
subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination
or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
stockholder approval. Any tender offer documents used in connection with a business combination will contain substantially the same financial
and other information about the initial business combination as is required under the SECs proxy rules.
| | 10 | | |
Pursuant
to the Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair
market value of at least 80% of the value of the trust account (excluding any deferred underwriting discounts and taxes payable on the
income earned on the trust account), at the time of the agreement to enter into the initial business combination, which we refer to as
the 80% test. We are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair
market value in excess of at least 80% of the balance of the trust account unless our board of directors cannot make such determination
on its own. If our board of directors is not able to independently determine the fair market value of the target business or businesses,
we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority
(FINRA) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may
not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses
in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually
unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate
our initial business combination with another blank check company or a similar company with nominal operations. Additionally, pursuant
to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns less than 100% of such interests or assets of the target business in
order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business
combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of
1940, as amended, or the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the
target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% test. If the business combination involves more than one target business, the 80% of fair market value test will
be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business
combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
The
net proceeds of our IPO from the trust account upon the closing of our initial business combination may be used as consideration to pay
the sellers of a target business with which we complete our initial business combination. If our initial business combination is paid
for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released
to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing
in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as
described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through
loans, advances or other indebtedness in connection with our initial business combination. Subject to compliance with applicable securities
laws, we would only complete such financing simultaneously with the completion of our initial business combination. At this time, we
are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale
of securities or otherwise. None of our Sponsor, officers, directors or stockholders is required to provide any financing to us in connection
with or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination
to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.
Our amended and restated certificate of incorporation provides that, following our IPO and prior to the consummation of our initial business
combination, we are prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the
trust account or (ii) vote (a) on any initial business combination or (b) to approve a further amendment to our amended and restated
certificate of incorporation to (x) extend the time we have to consummate a business combination beyond thirty six (36) months from the
consummation of the IPO or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated
certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares.
| | 11 | | |
**Corporate
Information**
We
are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
Section
107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of
the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities
during the prior three-year period. References herein to emerging growth company shall have the meaning associated with
it in the JOBS Act.
Additionally,
we are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such
completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last completed fiscal
year.
**Facilities**
We
currently maintain our principal executive offices at 1185 6th, Suite 304, New York, NY 10036. The cost for this space is included in
the $10,000 per-month fee payable to Yocto Investments LLC, for office space, utilities and secretarial services. We consider our current
office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.
**Employees**
We
have two executive officers. They are not obligated to devote any specific number of hours to our matters and intend to devote only as
much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a
target business has been selected for the business combination and the stage of the business combination process the company is in. We
do not intend to have any full time employees prior to the consummation of our initial business combination.
**Legal
Proceedings**
There
is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated
against us or any members of our management team in their capacity as such, and we and the members of our management team have not been
subject to any such proceeding in the 10 years preceding the date of this annual report on Form 10-K.
| | 12 | | |
| 
ITEM
1A. | 
RISK
FACTORS | |
As
a smaller reporting company, we are not required to make disclosures under this Item.
| 
ITEM
1B. | 
UNRESOLVED
STAFF COMMENTS | |
Not
applicable.
| 
ITEM
1C. | 
CYBERSECURITY | |
We
are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying
and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.
We
have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally
responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management
shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation,
or other response or actions that the board deems appropriate to take.
As
of the date of this report, we have not encountered any cybersecurity incidents since our IPO.
| 
ITEM
2. | 
PROPERTIES | |
We
currently maintain our principal executive offices at 1185 6th Avenue, Suite 304, New York, NY 10036. The cost for this space is included
in the $10,000 per-month fee payable to Yocto Investments LLC, for office space, utilities and secretarial services. We consider our
current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.
| 
ITEM
3. | 
LEGAL
PROCEEDINGS | |
We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.
| 
ITEM
4. | 
MINE
SAFETY DISCLOSURES | |
Not
Applicable.
| | 13 | | |
**PART
II**
| 
ITEM
5. | 
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | |
Our
units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol QETA on October 6, 2023. The common stock
and rights comprising the units began separate trading on Nasdaq on November 30, 2023, under the symbols QETA and QETAR,
respectively.
**Holders
of Record**
As
of April 7, 2025, there were 3,747,748 of our shares of Common Stock issued and outstanding held by six stockholders of record. The
number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common
Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
**Dividends**
We
have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors
to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring
any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.
**Securities
Authorized for Issuance Under Equity Compensation Plans**
None.
**Recent
Sales of Unregistered Securities**
Simultaneously
with the closing of the IPO on October 11, 2023, the Company consummated the private placement (Private Placement) with
the Sponsor of 253,045 units (the Private Units), generating total proceeds of $2,530,450.
The
Private Units are identical to the Units sold as part of the public Units in this offering. Additionally, such initial purchasers agreed
not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the
Registration Statement) until the completion of the Companys initial business combination. Such initial purchasers were granted
certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The
Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve
a public offering.
| | 14 | | |
**Use
of Proceeds**
On
October 11, 2023, the Company consummated its initial public offering of 6,900,000 units (the Units), which includes full
exercise of the underwriters over-allotment option. Each Unit consists of one common stock of the Company, par value $0.0001 per
share (the Common Stock) and one-tenth (1/10) of one right (Right) to receive one share of common stock upon
the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $69,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the Private
Placement) in which Yocto Investments LLC (the Sponsor), purchased 253,045 private units (the Private Placement
Units) at a price of $10.00 per Private Unit, generating total proceeds of $2,530,450. The Private Units were issued pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Private Units
are identical to the Public Units sold in the Initial Public Offering.
A
total of $69,690,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a trust account established
for the benefit of the Companys public shareholders. We paid a total of $1,380,000 underwriting discounts and commissions and
$407,729 for other offering costs and expenses (which excludes $690,000 of representative shares at fair value) related to the Initial
Public Offering. In addition, the underwriters agreed to defer $2,415,000 in underwriting discounts and commissions. The underwriters
reimbursed $690,000 to us for the IPO related expenses.
As
of December 31, 2024, a total of $73,115,355 was held in the trust account, $69,690,000 of which is the proceeds from the IPO and Private
Placement and $3,425,355 of which was interest income generated by the proceeds in trust.
For
a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 - Managements Discussion
and Analysis of Financial Condition and Results of Operations of this Form 10-K.
On
February 14, 2025, we entered into an Agreement, by and among QETA, Purchaser, Merger Sub, QUAD, Principal Shareholders, and Mr. Junan
Ke, as representative of the Principal Shareholders of QUAD. The Agreement provides that, among other things and upon the terms and subject
to the satisfaction of certain customary conditions, the KM QUAD Business Combination shall be consummated, and in accordance with the
terms and conditions as further specified under this section entitled Initial Business Combination.
Upon
the closing of the transactions contemplated by the Agreement, QETA will merge with and into Purchaser, resulting in all QETA stockholders
becoming shareholders of the Purchaser as described under the below section titled Redomestication Merger. Concurrently
therewith, Merger Sub will merge with and into QUAD, resulting in Purchaser acquiring 100% of the issued and outstanding equity securities
of QUAD (the Acquisition Merger). Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall
consist of 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 QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued Purchaser
Ordinary Shares (the Closing Payment Shares), valued at $10.00 per share.
Furthermore,
the parties agreed that immediately following the closing the Acquisition Merger, Purchasers board of directors will consist of
five (5) directors. QETA will designate, or cause to be designated, one (1) director, who shall be deemed independent in accordance with
Nasdaq requirements and QUAD will designate, or cause to be designated, four (4) of the directors, two (2) of which shall be deemed independent
in accordance with Nasdaq requirements. The officers of QUAD shall continue to serve as officers of the post-closing company.
| | 15 | | |
At
the Redomestication Effective Time, QETA will be merged with and into Purchaser, the separate corporate existence of QETA will cease
and Purchaser will continue as the surviving corporation (the Redomestication Merger). In connection with the Redomestication
Merger, QETAs issued and outstanding units shall separate into its individual components of one share of common stock and one-tenth
(1/10) of one right, and all units shall cease to be outstanding and shall automatically be canceled, and each of QETAs issued
and outstanding securities will be converted into an equivalent amount of Purchasers securities: (i) Each share of QETA common
stock will be converted automatically into one Purchaser Class A Ordinary Share; and (ii) Each right to acquire one share of QETA common
stock will be converted automatically into one right to acquire 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 Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right.
In
the Agreement, QUAD 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 QUAD 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) that QUAD
is not an investment company; (u) no Action pending or threatened against QUAD; and (v) 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) capital structure; (f) validity of share issuance; (g) trust fund
amount as of the Effective Time; (h) validity of Nasdaq Stock Market listing; (i) SEC filing requirements and financial statements; (j)
litigation; (k) compliance with laws; (l) material contracts; (m) not an investment company; and (n) other customary representations
and warranties.
The
parties have made customary representations, warranties and covenants in the Agreement, including, among other things, covenants with
respect to the conduct of QUAD 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:
| 
| 
(a) | 
Purchaser
shall prepare with the assistance, cooperation and commercially reasonable efforts of QUAD, 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 QETA; | |
| 
| 
(b) | 
QUAD
shall bear (i) 50% of the Transaction Costs incurred by QETA, excluding any amounts payable at Closing from the Trust Account, provided
that QUADs obligation to pay such Transaction Costs incurred by QETA shall not exceed $500,000 in total; (ii) 50% of the expenses
incurred by QETA in connection with maintaining ongoing public company responsibilities, provided that QUADs obligation to
pay such Public Company Expenses incurred by QETA shall not exceed $100,000 in total; and (iii) the extension fees of QETA covering
nine extensions over nine months, in the total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to
a delay in obtaining CSRC approvals, QUAD shall be responsible for any extension fees and other related fees incurred by QETA beyond
October 10, 2025 not to exceed $100,000 per month; and | |
| 
| 
(c) | 
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. | |
**Purchases
of Equity Securities by the Issuer and Affiliated Purchasers**
None.
| 
ITEM
6. | 
[RESERVED] | |
| | 16 | | |
| 
ITEM
7. | 
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
The
following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes related thereto which are included in Item 8. Financial Statements and Supplementary
Data of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a
result of many factors, including those set forth under Special Note Regarding Forward-Looking Statements, Item
1A. Risk Factors and elsewhere in this Annual Report on Form 10-K.
**Overview**
We
are a blank check company incorporated in Delaware on May 1, 2023. We were formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer
to herein as our initial business combination. Our efforts to identify a prospective target business are not limited to
any particular industry or geographic region. We intend to utilize cash derived from the proceeds of our IPO and the private placement
of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.
We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete
an initial business combination will be successful.
**Extensions
of Time Period to Complete a Business Combination**
On
October 18, 2024, the Company entered into a non-binding LOI with QUAD, regarding a potential business combination (the Proposed
Transaction). The LOI is non-binding and no agreement providing for any Proposed Transaction or any other transaction or the participation
by either party therein will be deemed to exist unless and until definitive agreements have been executed. As a result of the execution
of the LOI, the deadline by which the Company must complete its initial business combination has been extended to January 10, 2025.
On
January 10, 2025, the Company held a special meeting of stockholders (the January Special Meeting). During the January
Special Meeting, stockholders approved the proposal to amend Companys amended and restated certificate of incorporation and Trust
Agreement to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026
(thirty six (36) months from the consummation of the IPO), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing
$60,000 into the Companys trust account for each such one-month extension.
**Redemption**
In
connection with the stockholders vote at the January Special Meeting of stockholders held by the Company on January 10, 2025,
5,199,297 shares were tendered for redemption. As a result, approximately $55,152,224 (approximately $10.608 per share) were removed
from the Companys trust account to pay such holders, without taking into account additional allocation of payments to cover any
tax obligation of the Company, since that date. As a result, approximately $18,040,430 will remain in the trust account. Following the
redemptions, the Company will have 3,747,748 ordinary shares outstanding.
**Acquisition
Criteria Expansion**
In
connection with the stockholders vote at the January Special Meeting of stockholders held by the Company on January 10, 2025,
stockholders approved the proposal to include any entity with its principal business operations in the geographical regions of the Peoples
Republic of China, the Hong Kong special administrative region, and the Macau special administrative region in the Companys acquisition
criteria in its search for a prospective target business for its business combination.
| | 17 | | |
**Trust
Amendment**
The
Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination. In addition,
in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company
elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall
be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent (3%) (the Cure Period). If the Company fails to make any applicable past due payment during the Cure Period,
then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same
effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the IPO.
The
foregoing description of the Amendment to the Investment Management Trust Agreement does not purport to be complete and is qualified
in its entirety by the terms and conditions of the actual agreement, filed hereto as Exhibit 10.2, and is incorporated by reference herein.
The
Company has completed an initial payment of $60,000 pursuant to the Amendment to the Investment Management Trust Agreement and such initial
payment has been deposited into the Companys trust account to extend the time the Company has to complete a business combination
until February 10, 2025. Subsequently, the Company deposited $60,000 each time in February 2025 and March 2025 into the trust account to extend
the time the Company has to complete a business combination until April 10, 2025.
**Merger
Agreement In Connection With KM QUAD Business Combination**
On
February 14, 2025, Quetta entered into entered into an Agreement and Plan of Merger (the Merger Agreement) with KM QUAD,
a Cayman Islands company (KM QUAD), the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and
manufacturer in China. Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will reincorporate by merging
with and into Quad Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quetta (Quad Global),
and (ii) concurrently with the reincorporation merger, Quad Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary
of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned subsidiary of Quad Global. At the effective
time of the transaction, KM QUADs shareholders and management will receive 30 million ordinary shares of Quad Global. The shares
held by certain KM QUADs shareholders will be subject to lock-up agreements for a period of six months following the closing of
the transaction, subject to certain exceptions.
Upon
the closing of the transactions contemplated by the Merger Agreement, the Company will merge with and into Purchaser, resulting in all
Quetta stockholders becoming shareholders of the Purchaser as described under the below section titled Redomestication Merger.
Concurrently therewith, Merger Sub will merge with and into KM QUAD, resulting in Purchaser acquiring 100% of the issued and outstanding
equity securities of QUAD (the Acquisition Merger). Upon the closing of the Acquisition Merger, the ordinary shares of
Purchaser issued shall consist of 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 KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser
ordinary shares valued at $10.00 per share. The Transaction, which has been approved by the boards of directors of both Quetta and KM
QUAD, is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction
of certain other customary closing conditions including the following:
KM
QUAD shall bear (i) 50% of the transaction costs incurred by Quetta, excluding any amounts payable at closing from the Trust Account,
provided that KM QUADs obligation to pay such transaction costs incurred by Quetta shall not exceed $500,000 in total; (ii) 50%
of the expenses incurred by Quetta in connection with maintaining ongoing public company responsibilities, provided that KM QUADs
obligation to pay such Public Company Expenses incurred by Quetta shall not exceed $100,000 in total; and (iii) the extension fees of
Quetta covering nine extensions over nine months, in the total amount of $540,000. If the Closing does not occur prior to October 10,
2025 due to a delay in obtaining regulatory approvals, Quetta shall be responsible for any extension fees and other related fees incurred
by Quetta beyond October 10, 2025 not to exceed $100,000 per month.
| | 18 | | |
Pursuant
to the Merger Agreement, on or before February 14, 2025, KM QUAD deposited $250,000, the first installment of the term extension fees
to the Companys bank account in exchange for a promissory note issued by the Company. KM QUAD shall wire $290,000, the second
installment of the extension fees, to the Companys bank account on or before April 20, 2025 in exchange for a promissory note
issued by the Company, provided that the Merger Agreement has not been terminated prior to that date.
**Results
of Operations**
We
have neither engaged in any operations nor generated any operating revenues to date. Our activities from May 1, 2023 (inception) through
December 31, 2024 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent
to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until
after the completion of our initial business combination.
We
expect to generate non-operating income in the form of interest income on investments held in Trust Account after the IPO. We expect that we
will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For
the year ended December 31, 2024, we had net income of $2,094,096, which consisted of interest income of $3,658,889, offset by general
and administrative expenses of $623,356, related party administrative fees of $120,000, franchise tax expense of $67,178 and income tax
expense of $754,259.
For
the period from May 1, 2023 (inception) through December 31, 2023, we had net income of $535,209, which consisted of general and administrative
expenses of $78,045, related party administrative fees of $28,710, franchise tax expense of $14,378 and income tax expense of $170,649,
offset by interest income of $826,991.
**Liquidity
and Capital Resources**
On
October 11, 2023, we completed our initial public offering (IPO) of 6,900,000 units (the Public Units), including
the full exercise of the over-allotment option of 900,000 Units granted to the underwriters. The Public Units were sold at an offering
price of $10.00 per unit generating gross proceeds of $69,000,000. Each Unit consists of one share of common stock and one-tenth (1/10)
of one right (Public Right). Each Public Right will convert into one share of common stock upon the consummation of a Business
Combination. Simultaneously with the IPO, we sold to our Sponsor 253,045 units at $10.00 per unit (the Private Units) in
a private placement generating total gross proceeds of $2,530,450. The Private Units are identical to the Public Units except with respect
to certain registration rights and transfer restrictions. Each Private Unit consists of one share of common stock (Private Share)
and one-tenth (1/10) of one right (Private Right). Each Private Right will convert into one share of common stock upon
the consummation of a Business Combination. Additionally, we issued the underwriters 69,000 shares of common stock for the representative
shares, at the closing of the IPO as part of representative compensation.
Upon
the closing of the IPO and the private placement on October 11, 2023, a total of $69,690,000 was placed in a trust account (the Trust
Account) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government
treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act of 1940, as amended (the Investment Company Act), and that invest only in direct U.S. government treasury obligations.
We
intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account,
in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts
and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon
consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to
effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended
will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety
of ways including continuing or expanding the target business operations, for strategic acquisitions and for marketing, research
and development of existing or new products. Such funds could also be used to repay any operating expenses or finders fees which
we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account
were insufficient to cover such expenses.
As
of December 31, 2024, the Company had cash of $1,554,737 and a working capital deficit of $28,329.
| | 19 | | |
The
Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur
significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Companys assessment
of going concern considerations in accordance with Financial Accounting Standard Boards Accounting Standards Update (ASU)
2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has determined
that these conditions raise substantial doubt about the Companys ability to continue as a going concern. In addition, if the Company
is unable to complete a Business Combination within the Combination Period, the Companys board of directors would proceed to commence
a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Companys plans to consummate
a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional
conditions also raise substantial doubt about the Companys ability to continue as a going concern. The financial statement does
not include any adjustments that might result from the outcome of this uncertainty.
**Off-Balance
Sheet Arrangements**
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.
**JOBS
Act**
On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We will qualify as an emerging growth company and under the JOBS Act will be allowed to
comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions,
we may not be required to, among other things, (i) provide an auditors attestation report on our system of internal controls over
financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted
by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about
the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation
related items such as the correlation between executive compensation and performance and comparisons of the CEOs compensation
to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until
we are no longer an emerging growth company, whichever is earlier.
**Contractual
Obligations**
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described
below.
*Administrative
Service Agreement*
We
have entered into an administrative service agreement pursuant to which we will pay the Sponsor a total of $10,000 per month for office
space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer
the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of
the consummation of the initial Business Combination. For the year ended December 31, 2024 and for the period from May 1, 2023 through
December 31, 2023, the Company has incurred $120,000 and $28,710, respectively, in related party fees for the services provided by the
Sponsor under this agreement.
| | 20 | | |
*Underwriting
Agreement*
Upon
closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete
a Business Combination, subject to the terms of the underwriting agreement. Additionally, we issued the underwriters 69,000 shares common
stock, or the representative shares, at the closing of the IPO as part of representative compensation.
*Promissory
Note In Connection With Extension Payments*
In
the event that the closing of the KM QUAD Business Combination does not occur by February 10, 2025, the Company shall have the right
to extend the time to complete the KM QUAD Business Combination up to twenty-one (21) times for one month each time until October 10,
2026. QUAD shall be responsible for the extension fees covering nine extensions over nine months, in the total amount of $540,000.
On
or before February 14, 2025, KM QUAD wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Companys
designated bank account in exchange for a promissory note issued by the Company. KM QUAD shall wire the second installment of the prepaid
extension fees, in the amount of $290,000, to the Companys designated bank account on or before April 20, 2025 in exchange for
a promissory note issued by the Company, provided that the Agreement has not been terminated prior to that date. If the closing of the
KM QUAD Business Combination does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible
for any extension fees and other related fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month. If the
closing of the KM QUAD Business Combination or termination of the Agreement occurs prior to October 10, 2025, the Company shall return
the remaining balance of the prepaid extension fees, if any, to KM QUAD on a pro rata basis. Alternatively, at the closing of the KM
QUAD Business Combination, the Company shall have the right to convert any prepaid extension fees that were paid and not returned into
Purchaser Class A Ordinary Shares at $10.00 per share.
**Critical
Accounting Policies and Estimates**
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
**Recent
Accounting Standards**
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief
operating officer decision maker (CODM), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and
entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing
segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 in the fiscal year 2024 and there was no significant
impact.
In
December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure
(ASU 2023-09). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entitys
effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on
a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.
The Company adopted ASU 2023-09 in the fiscal year 2024 and there was no significant impact.
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Companys financial statements.
| | 21 | | |
| 
ITEM
7A. | 
Quantitative
and Qualitative Disclosures about Market Risk | |
As
of December 31, 2024, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds
of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185
days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.
| 
ITEM
8. | 
Financial
Statements and Supplementary Data | |
This
information appears following Item 15 of this Report and is included herein by reference.
| 
ITEM
9. | 
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure | |
None.
| | 22 | | |
| 
ITEM
9A. | 
Controls
and Procedures. | |
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
*Evaluation
of Disclosure Controls and Procedures*
Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the
SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and
Chief Financial Officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December
31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
December 31, 2024, our disclosure controls and procedures were not effective.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
*Managements
Annual Report on Internal Controls Over Financial Reporting*
As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
| 
(1) | 
pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of our company, | |
| 
(2) | 
provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
and | |
| 
(3) | 
provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements. | |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting on December 31, 2024. In making these assessments, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated
Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control
over financial reporting as of December 31, 2024, due to the material weakness in our internal controls due to inadequate segregation
of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and
financial reporting and record keeping.
Management
intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes
due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify
third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the
requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the
financial close process.
This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status
as an emerging growth company under the JOBS Act.
*Changes
in Internal Control over Financial Reporting*
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
| 
ITEM
9B. | 
Other
Information. | |
None.
| 
ITEM
9C. | 
DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | |
None.
| | 23 | | |
**PART
III**
| 
ITEM
10. | 
Directors,
Executive Officers and Corporate Governance. | |
The
following table sets forth information about our directors and executive officers as of the date of this annual report.
| 
Name | 
| 
Age | 
| 
Position | |
| 
Hui
Chen | 
| 
53 | 
| 
Chairman,
Chief Executive Officer | |
| 
Robert
L. Labbe | 
| 
65 | 
| 
Chief
Financial Officer, Director | |
| 
Brandon
Miller | 
| 
62 | 
| 
Independent
Director | |
| 
Daniel
M. McCabe | 
| 
75 | 
| 
Independent
Director | |
| 
Qi
Gong | 
| 
63 | 
| 
Independent
Director | |
**Hui
Chen** has been our Chief Executive Officer and Chairman since May 2023. He has been serving as the Chief Executive Officer and Chairman
of Yotta Acquisition Corporation (Nasdaq: YOTA) since December 2021. Mr. Chen is a cross-industry expert in computer science and law.
Mr. Chen founded Law Offices of Hui Chen & Associates, PC in 2012, a New York-based law firm. Mr. Chen focuses his practice on patent
prosecution, copyright infringement, and other general intellectual property matters. Mr. Chen has also been an adjunct professor at
Hofstra University since September 2019, where he instructs multiple undergraduate computer science programming courses in Visual C++.
Before joining Hofstra University, Mr. Chen was an adjunct associate professor at John Jay College of Criminal Justice, Pace University,
Touro College, and Saint Francis College between 2000 and 2018 and was a full-time professor at Technical Career of Institute, College
of Technology from December 2011 to December 2017. Before forming his law office in 2012, Mr. Chen worked for multiple Fortune 500 companies.
Mr. Chen worked as an Oracle developer at eBay, Inc. from February 2008 to May 2015. Mr. Chen worked at IBM Global Services, where he
was a solo back-end developer in designing and building the database and back-end process for DHS Inspection Application, from November
2007 to March 2008, and a programmer analyst between March 1998 and May 2004. Mr. Chen also worked at MultiPlan Inc. between June 2005
and February 2008 as a technical lead where he participated in designing new application systems and partnered with external vendors
in coding and implementing new systems by using Java and Oracle PL/SQL. Before that, Mr. Chen worked at Pepsi Cola Inc. from January
2004 to June 2005, where he designed, coded, implemented, and documented a growth forecasting system and developed an automatic purchasing
system. Mr. Chen received a Bachelors degree in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelors
degree in HVAC from Technical Career Institutes in 1997, a Master of Science degree in Computer Science from Pace University in 2000,
and his J.D. degree from Cardozo School of Law, Yeshiva University in 2010.
**Robert
L. Labbe** has been our Chief Financial Officer since May 2023. He serves as one of our directors as of the date of this annual report.
He has been serving as the Chief Financial Officer and director of Yotta Acquisition Corporation (Nasdaq: YOTA) since December 2021.
Mr. Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over thirty (30) years of
experience in real estate. Mr. Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate advisor company, since January
2010. Mr. Labbe has been the general counsel of Global Premier Development Inc. and Global Premier America, LLC, real estate development
companies, from March 2012 to December 2021. Mr. Labbe was a co-founder, general counsel, and managing director of Lenders Direct Capital,
a wholesale lender, and its retail affiliate Lenders Republic Financial, a nationwide mortgage banker, from May 2003 to December 2007.
Mr. Labbe was also a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in California, from January 2003
to December 2007. Mr. Labbe co-founded First Allegiance Financial, a national specialty finance company, where he was the president and
chairman from September 1996 to December 1998. First Allegiance Financial was acquired by City Holding Company, a financial holding company,
for approximately $22 million in 1997. Mr. Labbe received his Bachelors degree in Civil Law (B.C.L.) and Bachelor of Laws degree
(LL.B.) from McGill University in 1982 and 1983, respectively. Mr. Labbe also received his Diplome dEtude Collegiale St. Lawrence
College (Quebec) in 1978. Mr. Labbe is a licensed broker with the California Department of Real Estate since 1990. Mr. Labbe also holds
the UC Irvine Extension Light Construction and Development Management Program Certificate.
| | 24 | | |
**Brandon
Miller** serves as one of our independent directors since October 5, 2023. He has been serving as a member of the board of directors
of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022. Mr. Miller has been the managing partner at Aspect Property Management
LLC, a property management company in Connecticut, since January 2015. Before joining Aspect Property Management LLC, Mr. Miller spent
a decade in the consulting industry at Matt & Company, a private and public sector consulting company from January 2005 to
January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services. Mr. Miller was
a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005. Mr. Miller is presently a certified
manager of community associations (CMCA) and an association management specialist (AMS). Mr. Miller received
his Bachelors degree in Finance from the University of Bridgeport in 1986 and studied in Mechanical Engineering at North Carolina
State University from 1980 to 1983.
**Daniel
M. McCabe** serves as one of our independent directors since October 5, 2023. He has been serving as a member of the board of directors
of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022. Mr. McCabe has been admitted to practice before the Courts of the State
of Connecticut since 1974. Mr. McCabes legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to
1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded in 1982.
His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations,
and complex litigation. Mr. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Mr. McCabe previously was
the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for
the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution
Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and
advisor to Mayor Stanley Esposito of the City of Stamford. Mr. McCabe obtained his Juris Doctor degree from St. Johns University
Law School in 1974.
**Qi
Gong** has been serving as one of our independent directors since April 3, 2024. Ms. Gong has enjoyed a diverse career in both China
and the United States across various domains. In March 2024, Ms. Gong founded the American Wall Street Listed Group Inc., a consulting
company, and has been serving as its Chief Executive Officer since such time. Ms. Gong was also the founder and has been serving as the
Chief Executive Officer for American Information Technology Inc., an information technology consulting company, since September 2022.
She was also the founder and has been serving as the Chief Executive Officer for U.S. China Health Products Inc., a marketing consulting
company, since December 2021. In addition, Ms. Gong founded the U.S.-China Service Inc., a wealth management consulting company, in July
2018 and has been serving as its Chief Executive Officer since such time. She has been serving as a member of the board of directors
of Yotta since April 2024
**Number
and Terms of Office of Officers and Directors**
Our
board of directors has five members, three of whom are deemed independent under SEC and Nasdaq rules. We may not hold an
annual meeting of stockholders until after we consummate our initial business combination. Our officers are appointed by the board of
directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is
authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our directors may
consist of a chairman of the board, and that our officer may consist of chief executive officer, president, chief financial officer,
executive vice president(s), vice president(s), secretary, treasurer and such other officers as may be determined by the board of directors.
**Director
Independence**
Nasdaq
listing standards require that within one year of the listing of our securities on the Nasdaq Global Market we have at least a majority
of independent directors and that a majority of our board of directors be independent. An independent director is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment
in carrying out the responsibilities of a director. Our Board of Directors determined that Mr. McCabe, Mr. Miller, and Ms. Qi Gong each
qualify as an independent director as defined in the Nasdaq listing standards and applicable SEC rules.
We
will only enter into a business combination if it is approved by a majority of our directors. Additionally, we will only enter into transactions
with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from
independent parties. Any related-party transactions must be approved by our audit committee and a majority of disinterested directors.
| | 25 | | |
**Audit Committee**
We have established an audit committee of the board
of directors, which consists of Mr.Brandon Miller, Mr.Daniel M. McCabe and Ms. Qi Gong, each of whom is an independent director.
Mr.Brandon Miller serves as chairperson of the audit committee. The audit committees duties, which are specified in our Audit
Committee Charter, include, but are not limited to:
| 
| 
| 
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; | |
| 
| 
| 
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; | |
| 
| 
| 
discussing with management major risk assessment and risk management policies; | |
| 
| 
| 
monitoring the independence of the independent auditor; | |
| 
| 
| 
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; | |
| 
| 
| 
reviewing and approving all related-party transactions; | |
| 
| 
| 
inquiring and discussing with management our compliance with applicable laws and regulations; | |
| 
| 
| 
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; | |
| 
| 
| 
appointing or replacing the independent auditor; | |
| 
| 
| 
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; | |
| 
| 
| 
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and | |
| 
| 
| 
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. | |
**Financial Experts on Audit Committee**
The audit committee is composed exclusively of independent
directors who are financially literate as defined under the Nasdaq listing standards. The Nasdaq listing standards
define financially literate as being able to read and understand fundamental financial statements, including a companys
balance sheet, income statement, and cash flow statement.
In addition, we must certify to Nasdaq that the committee
has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individuals financial sophistication.
The board of directors has determined that Mr.Brandon Miller qualifies as an audit committee financial expert, as
defined under rules and regulations of the SEC.
| | 26 | | |
**Compensation Committee**
We have established a compensation committee of the
board of directors consisting of Mr.Daniel M. McCabe, Mr.Brandon Miller, and Ms. Qi Gong each of whom is an independent director.
Mr.Daniel M. McCabe serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details
the principal functions of the compensation committee, including:
| 
| 
| 
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance within the context of such goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; | |
| 
| 
| 
reviewing and approving the compensation of all of our other executive officers; | |
| 
| 
| 
reviewing our executive compensation policies and plans; | |
| 
| 
| 
implementing and administering our incentive compensation equity-based remuneration plans; | |
| 
| 
| 
assisting management in complying with our proxy statement and annual report disclosure requirements; | |
| 
| 
| 
approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for our executive officers and employees; | |
| 
| 
| 
producing a report on executive compensation to be included in our annual proxy statement; and | |
| 
| 
| 
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | |
The charter also provides that the compensation committee
may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and will be directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice
from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by NASDAQ and the SEC.
**Director Nominations**
We do not have a standing nominating committee, though
we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules.
The board of directors will also consider director
candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election
at a future annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate
a director for election to the Board should follow the procedures set forth in our bylaws.
We have not formally established any specific, minimum
qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees
for director, the board of directors considers education, professional experience, knowledge of our business, integrity, professional
reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
**Compensation Committee Interlocks and Insider Participation**
Any executive compensation matters will be determined
by our compensation committee. None of our directors who currently serve as members of our compensation committee is, or has at any time
in the past been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as
a member of the compensation committee of any other entity that has one or more executive officers serving on our board of directors.
None of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other entity
that has one or more executive officers serving on our compensation committee.
| | 27 | | |
**Conflicts of Interest**
Investors should be aware of the following potential
conflicts of interest.
| 
| 
| 
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. | |
| 
| 
| 
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our directors and officers may continue to be involved in the formation of other special purpose acquisition companies in the future. Thus, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. | |
| 
| 
| 
Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. | |
| 
| 
| 
Unless we consummate our initial business combination, our officers, directors, and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account. | |
| 
| 
| 
The founder shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their founder shares or private units. Furthermore, our Sponsor, Yocto Investments LLC, agreed that the private units will not be sold or transferred by it until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination. | |
In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
| 
| 
| 
the corporation could financially undertake the opportunity; | |
| 
| 
| 
the opportunity is within the corporations line of business; and | |
| 
| 
| 
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. | |
Accordingly, as a result of multiple business affiliations,
our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria
to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity
will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict
with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise
from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration,
prior to presentation to any other person or entity except for Yotta Acquisition Corporation, any suitable opportunity to acquire a target
business, until the earlier of: (1) our consummation of an initial business combination and (2) up to thirty-six (36) months from the
date of this annual report (or any other applicable deadline as described in this annual report). This agreement is, however, subject
to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly,
if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing
fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business
combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature
of the affiliated companys business is such that it is unlikely that a conflict will arise.
| | 28 | | |
The following table summarizes the current material
pre-existing fiduciary or contractual obligations of our officers, and directors:
| 
Name of Individual | 
| 
Name of
Affiliated
Company | 
| 
Entitys
Business | 
| 
Affiliation | 
| 
Affiliation
with Quetta
Acquisition
Corporation | 
| 
Priority/Preference
relative to
Quetta Acquisition
Corporation | |
| 
Hui Chen | 
| 
Law Offices of Hui Chen & Associates, PC | 
| 
Law Firm | 
| 
Partner | 
| 
| 
| 
| |
| 
| 
Hofstra University | 
| 
Education | 
| 
Adjunct Professor | 
| 
| 
| 
| |
| 
| 
Yotta Acquisition Corporation | 
| 
Special Purpose Acquisition Company | 
| 
Chief Executive Officer and Chairman | 
| 
Chairman, Chief Executive Officer | 
| 
Yotta Acquisition Corporation will have priority over us. | |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Robert L. Labbe | 
| 
MCAP Realty Advisors, LLC | 
| 
Real Estate Advisory Services | 
| 
Chief Financial Officer and Director | 
| 
| 
| 
| |
| 
| 
Yotta Acquisition Corporation | 
| 
Special Purpose Acquisition Company | 
| 
| 
| 
Chief Financial Officer, Director | 
| 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Brandon Miller | 
| 
Aspect Property Management LLC | 
| 
Real Estate | 
| 
Partner | 
| 
| 
| 
| |
| 
| 
Yotta Acquisition Corporation | 
| 
Special Purpose Acquisition Company | 
| 
Independent Director | 
| 
Independent Director | 
| 
Yotta Acquisition Corporation will have priority over us. | |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Daniel M. McCabe | 
| 
Daniel M. McCabe, LLC | 
| 
Law Firm | 
| 
Partner | 
| 
| 
| 
| |
| 
| 
1200 Summer Street Association | 
| 
Real Estate | 
| 
Managing Partner | 
| 
| 
| 
| |
| 
| 
Yotta Acquisition Corporation | 
| 
Special Purpose Acquisition Company | 
| 
Independent Director | 
| 
Independent Director | 
| 
Yotta Acquisition Corporation will have priority over us. | |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Qi Gong | 
| 
Yotta Acquisition Corporation 
Quetta Acquisition Corporation 
American Wall Street Listed Group Inc. 
American Information Technology Inc. 
U.S. China Health Products Inc. 
U.S.-China Service Inc. | 
| 
Special Purpose Acquisition Company 
Special Purpose Acquisition Company 
Consulting Company 
Information Technology Consulting Company 
Marketing Consulting Company 
Wealth Management Consulting Company | 
| 
Independent Director 
Independent Director 
Chief Executive Officer 
Chief Executive Officer 
Chief Executive Officer 
Chief Executive Officer | 
| 
Independent Director | 
| 
Yotta Acquisition Corporation will have priority over us. | |
| | 29 | | |
Our insiders, including our officers and directors,
have agreed to vote any shares of common stock held by them in favor of our initial business combination, if permitted by law or regulation.
In addition, they have agreed to waive their respective rights to receive any amounts held in the trust account with respect to their
founder shares and private units if we do not complete our initial business combination within the required time frame. If they purchase
shares of common stock in our IPO or in the open market, however, they would be entitled to receive their pro rata share of the amounts
held in the trust account if we are unable to complete our initial business combination within the required time frame, but have agreed
not to redeem such shares in connection with the consummation of our initial business combination.
All ongoing and future transactions between us and
any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are
available from unaffiliated third parties. Such transactions will therefore comply with section144 of the DGCL.
**Limitation on Liability and Indemnification of
Directors and Officers**
Our certificate of incorporation provides that our
directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future
be amended. In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary damages
to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in
bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful
redemptions, or derived an improper personal benefit from their actions as directors. Notwithstanding the foregoing, as set forth in our
certificate of incorporation, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they
may sustain as a result of their agreement to pay debts and obligations to target businesses or vendors or other entities that are owed
money by us for services rendered or contracted for or products sold to us as described elsewhere in this annual report.
Our bylaws also permits us to secure insurance on
behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would
permit indemnification. We have purchased a policy of directors and officers liability insurance that insures our directors
and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations
to indemnify the directors and officers.
These provisions may discourage stockholders from
bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholders investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these provisions. We believe that these provisions, the insurance and the
indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
**Code of Ethics**
We adopted a code of conduct and ethics applicable
to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business
and ethical principles that govern all aspects of our business.
**Section16(a) Beneficial Ownership Reporting
Compliance**
Section16(a) of the Exchange Act requires our
executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These
executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all
Section16(a) forms filed by such reporting persons.
Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were filed in a timely manner.
| | 30 | | |
| 
Item 11. | 
Executive Compensation. | |
**Employment Agreements**
We have not entered into any employment agreements
with our executive officers and have not made any agreements to provide benefits upon termination of employment.
**Executive Officers and Director Compensation**
No executive officer has received any cash compensation
for services rendered to us. We currently pay our Sponsor an aggregate fee of $10,000 per month for providing us with office space and
certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our Chief
Executive Officer compensation in lieu of a salary.
Our officers and directors will also receive reimbursement
for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,
performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,
plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket
expenses reimbursable by us provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust
account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review
and approve all reimbursements made to our Sponsor, officers, directors or their respective affiliates, with any interested director abstaining
from such review and approval.
After our initial business combination, members of
our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts
being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However,
the amount of such compensation may not be known at the time of the stockholder meeting held to consider our initial business combination,
as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such
compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required
by the SEC.
| | 31 | | |
| 
ITEM 12. | 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | |
The following table sets forth as of April 7, 2025,
the number of shares of Common Stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than
five percent of our issued and outstanding shares of Common Stock (ii) each of our officers and directors; and (iii) all of our officers
and directors as a group. As of April 7, 2025, we had 3,747,748 shares of Common Stock issued and outstanding.
| 
Name and Address of Beneficial Owner(1) | 
| 
Number of
SharesBeneficially
Owned | 
| 
| 
Approximate
Percentage of 
Outstanding 
Common Stock | 
| |
| 
Hui Chen(2) | 
| 
| 
1,970,045 | 
| 
| 
| 
22.83 | 
% | |
| 
Robert L. Labbe | 
| 
| 
2,000 | 
| 
| 
| 
* | 
| |
| 
Brandon Miller | 
| 
| 
2,000 | 
| 
| 
| 
* | 
| |
| 
Daniel M. McCabe | 
| 
| 
2,000 | 
| 
| 
| 
* | 
| |
| 
Qi Gong | 
| 
| 
* | 
| 
| 
| 
* | 
| |
| 
All directors and executive officers as a group (5 individuals) | 
| 
| 
1,976,045 | 
| 
| 
| 
22.83 | 
% | |
| 
Michael Lazar | 
| 
| 
2,000 | 
| 
| 
| 
* | 
| |
| 
Yocto Investments LLC (our Sponsor)(2) | 
| 
| 
1,970,045 | 
| 
| 
| 
22.83 | 
% | |
| 
Boothbay Fund Management, LLC(3) | 
| 
| 
523,488 | 
| 
| 
| 
6.04 | 
% | |
| 
ATW SPAC Management LLC(4) | 
| 
| 
523,488 | 
| 
| 
| 
6.04 | 
% | |
| 
Wealthspring Capital LLC(5) | 
| 
| 
1,023,776 | 
| 
| 
| 
11.814 | 
% | |
| 
Mizuho Financial Group, Inc. (6) | 
| 
| 
451,403 | 
| 
| 
| 
5.21 | 
% | |
| 
AQR Capital Management, LLC (7) | 
| 
| 
635,001 | 
| 
| 
| 
7.33 | 
% | |
| 
* | Less than one percent. | 
|
| 
(1) | 
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Quetta Acquisition Corp, 1185 6th Avenue, Suite 304, New York, NY 10036. | |
| 
(2) | 
Shares owned by Yocto Investments LLC, which is controlled solely by Ms. Chen Chen, who is the wife of Hui Chen. | |
| 
(3) | 
Based on information provided in a Schedule13G filed on February13, 2024. Boothbay Fund Management, LLC and Ari Glass (together, the Reporting Persons) made certain joint acquisition statement, dated February13, 2024. Each of the Reporting Persons disclaims beneficial ownership of the Companys shares of Common Stock except to the extent of that persons pecuniary interest therein. The address of the principal office of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. | |
| 
(4) | 
Based on information provided in a Schedule13G filed on February13, 2024. ATW SPAC Management LLC, Antonio Ruiz-Gimenez and Kerry Propper (together, the Reporting Persons) made certain joint acquisition statement, dated February13, 2024. Each of the Reporting Persons disclaims beneficial ownership of the Companys shares of Common Stock except to the extent of that persons pecuniary interest therein. The address of the principal office of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019. | |
| 
(5) | 
Based on information provided in a Schedule13G filed on January10, 2024. Wealthspring Capital LLC and Matthew Simpson (together, the Reporting Persons) made certain joint acquisition statement, dated January10, 2024. Each of the Reporting Persons disclaims beneficial ownership of the Companys shares of Common Stock except to the extent of that persons pecuniary interest therein. The address of the principal office of the Reporting Persons is 17 State Street, Suite 2130, New York, New York 10004. | |
| 
(6) | 
Based on information provided in a Schedule13G filed on November14, 2024. Mizuho Financial Group (the Reporting Person), Inc. made a certain acquisition statement, dated November14, 2024. The Reporting Person disclaims beneficial ownership of the Companys shares of Common Stock except to the extent of that persons pecuniary interest therein. The address of the principal office of the Reporting Person is 155, Otemachi, Chiyodaku, Tokyo 1008176, Japan. | |
| 
(7) | 
Based on information provided in a Schedule13G filed on November14, 2024. AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, AQR Arbitrage, LLC (together, the Reporting Persons) made certain joint acquisition statement, dated November14, 2024. Each of the Reporting Persons disclaims beneficial ownership of the Companys shares of Common Stock except to the extent of that persons pecuniary interest therein. The address of the principal office of the Reporting Persons is One Greenwich Plaza, Greenwich, CT 06830. | |
| | 32 | | |
Unless otherwise indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following
table does not reflect record of beneficial rights included in the units or the private rights issued pursuant to the Companys
initial public offering as these rights are not convertible until consummation of the Companys initial business combination.
All of the founder shares issued pursuant to our IPO
are placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the founder
shares, the earlier of one year after the date of the consummation of our initial business combination and the date on which the closing
price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and
(2) with respect to the remaining 50% of the founder shares, one year after the date of our consummation of the initial business combination,
or earlier, in either case, if, subsequent to the initial business combination, we consummates a liquidation, merger, stock exchange or
other similar transaction which results in all of the shareholders having the right to exchange their shares of common stock for cash,
securities or other property.
During the escrow period, the holders of these shares
will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders or
to our initial stockholders members, officers, directors, consultants or their affiliates, (ii) to a holders stockholders
or members upon its liquidation, (iii) by bona fide gift to a member of the holders immediate family or to a trust, the beneficiary
of which is the holder or a member of the holders immediate family, for estate planning purposes, (iv) by virtue of the laws of
descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in
connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination
at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior
consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain
all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive
cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow.
If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder
shares.
| | 33 | | |
| 
ITEM 13. | 
Certain Relationships and Related Transactions, and Director Independence. | |
**Insider Shares**
On May17, 2023, the Company issued 1,725,000
shares of common stock (the Insider Shares) to the Sponsor for an aggregate purchase price of $25,000. The 1,725,000 Insider
Shares included an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment
was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Companys issued and outstanding shares
after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding
the Private Shares). As a result of the underwriters election to fully exercise their over-allotment option on October11,
2023, a total of 225,000 Insider Shares are no longer subject to forfeiture.
**Promissory Note KM QUAD**
On November 5, 2024, the Company) issued an
unsecured promissory note in the aggregate principal amount of $500,000 (the Promissory Note) to KM QUAD in connection with
a business combination between the Company and KM QUAD. The Promissory Note is unsecured, interest-free and due on the earlier date of
(i) consummation of the business combination between the Company and KM QUAD, (ii) a breach by the Company of any its obligations under
the Promissory Note, (iii) the termination of the proposed transaction between the Company and KM QUAD, or (iv) expiration of the Combination
Period (as defined in the Promissory Note). KM QUAD will have the right to convert all or any part of the outstanding and unpaid
amount of the Note into shares of common stock, or other securities, at $10 per share upon the consummation of the business combination.
In the event that the closing of the KM QUAD Business
Combination does not occur by February 10, 2025, the Company shall have the right to extend the time to complete the KM QUAD Business
Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD shall be responsible for the extension fees
covering nine extensions over nine months, in the total amount of $540,000.
On or before February 14, 2025, KM QUAD wired the
first installment of the prepaid extension fees, in the amount of $250,000, to the Companys designated bank account in exchange
for a promissory note issued by the Company. KM QUAD shall wire the second installment of the prepaid extension fees, in the amount of
$290,000, to the Companys designated bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company,
provided that the Agreement has not been terminated prior to that date. If the closing of the KM QUAD Business Combination does not occur
prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible for any extension fees and other related
fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month. If the closing of the KM QUAD Business Combination
or termination of the Agreement occurs prior to October 10, 2025, the Company shall return the remaining balance of the prepaid extension
fees, if any, to QUAD on a pro rata basis. Alternatively, at the closing of the KM QUAD Business Combination, the Company shall have the
right to convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.
**Administrative Service Agreement**
The Company agreed, commencing on October5,
2023, to pay the Sponsor, affiliates, or advisors a total of up to $10,000 per month for office space, utilities, out of pocket expenses,
and secretarial and administrative support. The arrangement will terminate upon the earlier of the Companys consummation of a Business
Combination or its liquidation. For the year ended December 31, 2024 and for the period from May1, 2023 through December31,
2023, the Company incurred $120,000 and $28,710 in fees for these services, respectively.
**Underwriting Agreement**
The Company granted the underwriters a 45-day option
from the date of the Initial Public Offering to purchase up to 900,000 additional Units to cover over-allotments. On October11,
2023, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of
$10.00 per Public Share (see Note 8).
| | 34 | | |
The Company paid an underwriting fee of $0.20 per
Unit, or $1,380,000, in total which includes the fee due upon the full exercise of the underwriters over-allotment option.
The underwriters are entitled to a deferred fee of
$0.35 per unit, or $2,415,000 due to the option to fully exercise their overallotment on October11, 2023, in the aggregate will
be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.
**Shareholder Support Agreement**
Concurrently with the execution of the Agreement on
February 14, 2025, the Company and certain shareholders of QUAD entered into a support agreement, pursuant to which each such shareholder
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 10.8 hereto.
**Representative Shares**
On October10, 2023, the Company issued to the
underwriter and/or its designees 69,000 shares of common stock (the Representative Shares). The Company accounted for the
Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholders equity. The
Company estimated the fair value of Representative Shares to be $690,000 based upon the offering price of the shares of $10 per share.
The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately
following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule5110(g)(1) of
FINRAs NASD Conduct Rules. Pursuant to FINRA Rule5110(g)(1), these securities will not be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of
180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they
be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration
statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering
and their bona fide officers or partners.
**Director Independence**
Nasdaq listing standards require that within one year
of the listing of our securities on the Nasdaq Global Market we have at least a majority of independent directors and that a majority
of our board of directors be independent. An independent director is defined generally as a person other than an officer
or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the companys
board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of
a director. Our Board of Directors determined that Mr. McCabe, Mr. Miller, and Ms. Qi Gong each qualify as an independent director
as defined in the Nasdaq listing standards and applicable SEC rules.
We will only enter into a business combination if
it is approved by a majority of our directors. Additionally, we will only enter into transactions with our officers and directors and
their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party
transactions must be approved by our audit committee and a majority of disinterested directors.
| | 35 | | |
| 
ITEM 14. | 
Principal Accountant Fees and Services. | |
MaloneBailey, LLP, or MB, acts as our
independent registered public accounting firm. The following is a summary of fees paid to MB for services rendered.
*Audit Fees.* Audit fees
consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided
by MB in connection with regulatory filings. The aggregate fees of MB for professional services rendered for the audit of our annual financial
statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the
SEC totaled $56,650 and $78,750 for the year ended December 31, 2024 and for the period from May1, 2023 (inception) through December31,
2023, respectively
*Audit-Related Fees.* Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under Audit Fees. These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay MB for any audit-related
fees for the year ended December 31, 2024 and for the period from May1, 2023 (inception) through December31, 2023.
*Tax Fees.* We did not pay
MB for tax return services, planning and tax advice for the year ended December 31, 2024 and for the period from May1, 2023 (inception)
through December31, 2023.
All Other Fees. We did not pay
MB for any other services for the year ended December 31, 2024 and 2023.
**Pre-Approval Policy**
Our audit committee was formed upon the consummation
of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
| | 36 | | |
**PART IV**
| 
ITEM 15. | 
Exhibits, Financial Statement Schedules | |
| 
(a) | The following documents are filed
as part of this Form 10-K: | 
|
| 
(1) | Financial Statements: | 
|
**INDEX TO FINANCIAL STATEMENTS**
| 
| 
| 
Page | |
| 
Report of Independent Registered Public Accounting Firm (PCAOB ID # 206) | 
| 
F-2 | |
| 
Balance Sheets | 
| 
F-3 | |
| 
Statements of Operations | 
| 
F-4 | |
| 
Statements of Changes in Stockholders Deficit | 
| 
F-5 | |
| 
Statements of Cash Flows | 
| 
F-6 | |
| 
Notes to Financial Statements | 
| 
F-7 | |
| 
| 
(2) | 
Financial Statement Schedules: | |
None.
| 
| 
(3) | 
Exhibits | |
We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.
| | 37 | | |
| 
ExhibitNo. | 
| 
Description | |
| 
1.1 | 
| 
Underwriting Agreement, dated October 5, 2023, by and between the Company and EF Hutton, division of Benchmark Investments, LLC. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October12, 2023) | |
| 
2.1 | 
| 
Merger Agreement, dated February 14, 2025, by and between the Company, Quad Global Inc., Quad Group Inc., KM QUAD, certain shareholders of KM QUAD, and Mr. Junan Ke (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 14, 2025) | |
| 
3.1 | 
| 
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
3.2 | 
| 
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
3.3 | 
| 
The Second Amended and Restated Certificate of Incorporation of Quetta Acquisition Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 14, 2025) | |
| 
3.4 | 
| 
Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
4.1 | 
| 
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
4.2 | 
| 
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
4.3 | 
| 
Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
4.4 | 
| 
Rights Agreement, dated October 5, 2023, by and between Continental Stock Transfer & Trust Company and the Company. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
4.5* | 
| 
Description of Securities | |
| 
10.1 | 
| 
Letter Agreements, dated October 5, 2023, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.2 | 
| 
Investment Management Trust Agreement, dated October 5, 2023, by and between Continental Stock Transfer & Trust Company and the Company. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.3 | 
| 
Amendment to the Investment Management Trust Agreement, dated January 10, 2025, by and between Quetta Acquisition Corporation and Continental Stock Transfer & Trust Company. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 14, 2025) | |
| 
10.4 | 
| 
Stock Escrow Agreement, dated October 5, 2023, among the Company, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.5 | 
| 
Registration Rights Agreement, dated October 5, 2023, among the Company, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.6 | 
| 
Indemnity Agreements, dated October 5, 2023, among the Company, and the directors and officers of the Company (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.7 | 
| 
Subscription Agreement, dated October 5, 2023, by and between the Company and Yocto Investments LLC. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.8 | 
| 
Administrative Service Agreement, dated October 5, 2023, by and between the Company and Yocto Investments LLC. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 12, 2023) | |
| 
10.9 | 
| 
Form of Shareholder Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 14, 2025) | |
| | 38 | | |
| 
14 | 
| 
Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
31.1* | 
| 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002 | |
| 
31.2* | 
| 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002 | |
| 
32.1* | 
| 
Certifications of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 | |
| 
32.2* | 
| 
Certifications of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 | |
| 
97.1 | 
| 
Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 25, 2024) | |
| 
99.1 | 
| 
Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
99.2 | 
| 
Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 14, 2023) | |
| 
| 
| 
| |
| 
101.INS* | 
| 
XBRL Instance Document | |
| 
| 
| |
| 
101.SCH* | 
| 
XBRL Taxonomy Extension Schema Document | |
| 
| 
| |
| 
101.CAL* | 
| 
XBRL Taxonomy Extension Calculation Linkbase Document | |
| 
| 
| |
| 
101.DEF* | 
| 
XBRL Taxonomy Extension Definition Linkbase Document | |
| 
| 
| |
| 
101.LAB* | 
| 
XBRL Taxonomy Extension Label Linkbase Document | |
| 
| 
| |
| 
101.PRE* | 
| 
XBRL Taxonomy Extension Presentation Linkbase Document | |
| 
* | Filed herewith. | 
|
| 
ITEM 16. | 
FORM 10-K SUMMARY | |
Not Applicable.
| | 39 | | |
**SIGNATURES**
Pursuant to the requirements of Section13 or
15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| 
| 
QUETTA ACQUISITION CORPORATION | |
| 
| 
| 
| |
| 
Dated: April 7, 2025 | 
By: | 
/s/ Hui Chen | |
| 
| 
Name: | 
Hui Chen | |
| 
| 
Title: | 
Chief Executive Officer | |
| 
| 
| 
(Principal Executive Officer) | |
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
Pursuant to the requirements of the Securities Act
of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.
| 
Signature | 
| 
Title | 
| 
Date | |
| 
| 
| 
| 
| 
| |
| 
/s/ Hui Chen | 
| 
Chief Executive Officer | 
| 
April 7,
2025 | |
| 
Hui Chen | 
| 
(Principal executive officer), and Chairman | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Robert L. Labbe | 
| 
Chief Financial Officer | 
| 
April 7,
2025 | |
| 
Robert L. Labbe | 
| 
(Principal financial and accounting officer), and Director | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Brandon Miller | 
| 
Director | 
| 
April 7,
2025 | |
| 
Brandon Miller | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Daniel M. McCabe | 
| 
Director | 
| 
April 7,
2025 | |
| 
Daniel M. McCabe | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Qi Gong | 
| 
Director | 
| 
April 7,
2025 | |
| 
Qi Gong | 
| 
| 
| 
| |
| | 40 | | |
**INDEX TO FINANCIAL STATEMENTS**
| 
| 
| 
Page(s) | |
| 
Report of Independent Registered Public Accounting Firm (PCAOB ID # 206) | 
| 
F-2 | |
| 
Financial Statements: | 
| 
| |
| 
Balance Sheets | 
| 
F-3 | |
| 
Statements of Operations | 
| 
F-4 | |
| 
Statements of Changes in Stockholders Deficit | 
| 
F-5 | |
| 
Statements of Cash Flows | 
| 
F-6 | |
| 
Notes to Financial Statements | 
| 
F-7 | |
| | F-1 | | |
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
To the Shareholders and Board of Directors
of
Quetta Acquisition Corporation
****
**Opinion on the Financial Statements**
****
We have audited the accompanying balance sheets of
Quetta Acquisition Corporation (Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders
deficit, and cash flows for the year ended December 31, 2024, and for the period from May 1, 2023 (inception) through December 31, 2023,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for the year ended December 31, 2024, and for the period from May 1, 2023 (inception) through December 31, 2023, in
conformity with accounting principles generally accepted in the United States of America.
**Going Concern
Matter**
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements,
the Companys business plan is dependent on the completion of a business combination within a prescribed period of time and if not
completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution
raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
****
**Basis for Opinion**
****
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
*/s/ MaloneBailey,
LLP*
www.malonebailey.com
We have served as the
Companys auditor since 2023.
Houston, Texas
April 7,
2025
| | F-2 | | |
**QUETTA ACQUISITION CORPORATION**
**BALANCE SHEETS**
| 
| | 
2024 | | | 
2023 | | |
| 
| | 
December31, | | |
| 
| | 
2024 | | | 
2023 | | |
| 
ASSETS | | 
| | | | 
| | | |
| 
Current Assets | | 
| | | | 
| | | |
| 
Cash | | 
$ | 1,554,737 | | | 
$ | 610,185 | | |
| 
Prepaid expenses and other assets | | 
| 18,981 | | | 
| 108,212 | | |
| 
Total Current Assets | | 
| 1,573,718 | | | 
| 718,397 | | |
| 
| | 
| | | | 
| | | |
| 
Investments held in Trust Account | | 
| 73,115,355 | | | 
| 70,506,524 | | |
| 
Total Assets | | 
$ | 74,689,073 | | | 
$ | 71,224,921 | | |
| 
| | 
| | | | 
| | | |
| 
LIABILITIES AND STOCKHOLDERS DEFICIT | | 
| | | | 
| | | |
| 
Current Liabilities | | 
| | | | 
| | | |
| 
Due to related party - administrative fee | | 
$ | 30,000 | | | 
$ | 28,710 | | |
| 
Due to related party | | 
| 3,951 | | | 
| - | | |
| 
Accounts payable and accrued expenses | | 
| 70,978 | | | 
| 18,254 | | |
| 
Franchise tax payable | | 
| 66,000 | | | 
| 14,378 | | |
| 
Income tax payable | | 
| 931,118 | | | 
| 170,649 | | |
| 
Promissory note KM QUAD | | 
| 500,000 | | | 
| - | | |
| 
Total Current Liabilities | | 
| 1,602,047 | | | 
| 231,991 | | |
| 
| | 
| | | | 
| | | |
| 
Deferred underwriting fee payable | | 
| 2,415,000 | | | 
| 2,415,000 | | |
| 
Total Liabilities | | 
| 4,017,047 | | | 
| 2,646,991 | | |
| 
| | 
| | | | 
| | | |
| 
Commitments and Contingencies | | 
| - | | | 
| - | | |
| 
Common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at redemption value of $10.60 and $10.19 as of December31, 2024 and 2023, respectively | | 
| 73,137,958 | | | 
| 70,321,524 | | |
| 
| | 
| | | | 
| | | |
| 
Stockholders Deficit | | 
| | | | 
| | | |
| 
Common stock, $0.0001 par value; 20,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) | | 
| 204 | | | 
| 204 | | |
| 
Accumulated deficit | | 
| (2,466,136 | ) | | 
| (1,743,798 | ) | |
| 
Total Stockholders Deficit | | 
| (2,465,932 | ) | | 
| (1,743,594 | ) | |
| 
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | | 
$ | 74,689,073 | | | 
$ | 71,224,921 | | |
The accompanying notes are an integral part of these
financial statements.
| | F-3 | | |
**QUETTA ACQUISITION CORPORATION**
**STATEMENTS OF OPERATIONS**
| 
| | 
For the Year ended December31, 2024 | | | 
For the Period from May1, 2023 (inception) to December31, 2023 | | |
| 
Formation and operational costs | | 
$ | 623,356 | | | 
$ | 78,045 | | |
| 
Related party administrative fees | | 
| 120,000 | | | 
| 28,710 | | |
| 
Franchise tax expense | | 
| 67,178 | | | 
| 14,378 | | |
| 
Loss from operations | | 
| (810,534 | ) | | 
| (121,133 | ) | |
| 
| | 
| | | | 
| | | |
| 
Other income: | | 
| | | | 
| | | |
| 
Interest income | | 
| 21,018 | | | 
| 10,467 | | |
| 
Interest earned on investments held in Trust Account | | 
| 3,637,871 | | | 
| 816,524 | | |
| 
Income before income taxes | | 
| 2,848,355 | | | 
| 705,858 | | |
| 
| | 
| | | | 
| | | |
| 
Provision for income taxes | | 
| (754,259 | ) | | 
| (170,649 | ) | |
| 
Net income | | 
$ | 2,094,096 | | | 
$ | 535,209 | | |
| 
| | 
| | | | 
| | | |
| 
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | | 
| 6,900,000 | | | 
| 2,290,574 | | |
| 
Basic and diluted net income per share, redeemable common stock | | 
$ | 0.23 | | | 
$ | 0.13 | | |
| 
| | 
| | | | 
| | | |
| 
Basic and diluted weighted average shares outstanding, non-redeemable common stock | | 
| 2,047,045 | | | 
| 1,831,908 | | |
| 
Basic and diluted net income per share, non-redeemable common stock | | 
$ | 0.23 | | | 
$ | 0.13 | | |
The accompanying notes are an integral part of these
financial statements.
| | F-4 | | |
**QUETTA ACQUISITION CORPORATION**
**STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT**
**For The Year Ended December31, 2024**
| 
| | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
| | 
| | | 
| | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
Common Stock | | | 
Paid-in | | | 
Accumulated | | | 
Stockholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
BalanceDecember31, 2023 | | 
| 2,047,045 | | | 
$ | 204 | | | 
$ | - | | | 
$ | (1,743,798 | ) | | 
$ | (1,743,594 | ) | |
| 
Remeasurement of common stock subject to possible redemption | | 
| - | | | 
| - | | | 
| - | | | 
| (2,816,434 | ) | | 
| (2,816,434 | ) | |
| 
Net income | | 
| - | | | 
| - | | | 
| - | | | 
| 2,094,096 | | | 
| 2,094,096 | | |
| 
BalanceDecember31, 2024 | | 
| 2,047,045 | | | 
$ | 204 | | | 
$ | - | | | 
$ | (2,466,136 | ) | | 
$ | (2,465,932 | ) | |
**For The Period From May1, 2023 (Inception)
Through December31, 2023**
| 
| | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
| | 
| | | 
| | | 
Additional | | | 
| | | 
Total | | |
| 
| | 
Common Stock | | | 
Paid-in | | | 
Accumulated | | | 
Stockholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
BalanceMay1, 2023 (Inception) | | 
| - | | | 
$ | - | | | 
$ | - | | | 
$ | - | | | 
$ | - | | |
| 
Balance | | 
| - | | | 
$ | - | | | 
$ | - | | | 
$ | - | | | 
$ | - | | |
| 
Founder shares issued to initial stockholders | | 
| 1,725,000 | | | 
| 172 | | | 
| 24,828 | | | 
| - | | | 
| 25,000 | | |
| 
Proceeds from sale of IPO Units | | 
| 6,900,000 | | | 
| 690 | | | 
| 68,999,310 | | | 
| - | | | 
| 69,000,000 | | |
| 
Proceeds from sale of Private Placement Units | | 
| 253,045 | | | 
| 25 | | | 
| 2,530,425 | | | 
| - | | | 
| 2,530,450 | | |
| 
Issuance of representative shares | | 
| 69,000 | | | 
| 7 | | | 
| - | | | 
| (7 | ) | | 
| - | | |
| 
Common stock subject to possible redemption | | 
| (6,900,000 | ) | | 
| (690 | ) | | 
| (69,689,310 | ) | | 
| - | | | 
| (69,690,000 | ) | |
| 
Underwriter commissions | | 
| - | | | 
| - | | | 
| (2,415,000 | ) | | 
| - | | | 
| (2,415,000 | ) | |
| 
Offering costs | | 
| - | | | 
| - | | | 
| (1,097,729 | ) | | 
| - | | | 
| (1,097,729 | ) | |
| 
Accretion of additional paid in capital to accumulated deficit | | 
| - | | | 
| - | | | 
| 1,647,476 | | | 
| (1,647,476 | ) | | 
| - | | |
| 
Remeasurement of common stock subject to possible redemption | | 
| - | | | 
| - | | | 
| - | | | 
| (631,524 | ) | | 
| (631,524 | ) | |
| 
Net income | | 
| - | | | 
| - | | | 
| - | | | 
| 535,209 | | | 
| 535,209 | | |
| 
BalanceDecember31, 2023 | | 
| 2,047,045 | | | 
$ | 204 | | | 
$ | - | | | 
$ | (1,743,798 | ) | | 
$ | (1,743,594 | ) | |
| 
Balance | | 
| 2,047,045 | | | 
$ | 204 | | | 
$ | - | | | 
$ | (1,743,798 | ) | | 
$ | (1,743,594 | ) | |
The accompanying notes are an integral part of these
financial statements.
| | F-5 | | |
**QUETTA ACQUISITION CORPORATION**
**STATEMENTS OF CASH FLOWS**
| 
| | 
For
the Year Ended December31, | | | 
For
the Period from May1, 2023 (inception) through December31, | | |
| 
| | 
2024 | | | 
2023 | | |
| 
Cash
Flows from Operating Activities: | | 
| | | | 
| | | |
| 
Net
income | | 
$ | 2,094,096 | | | 
$ | 535,209 | | |
| 
Adjustments
to reconcile net income to net cash used in operating activities: | | 
| | | | 
| | | |
| 
Interest
earned on investments held in Trust Account | | 
| (3,637,871 | ) | | 
| (816,524 | ) | |
| 
Changes
in operating assets and liabilities: | | 
| | | | 
| | | |
| 
Prepaid
expenses and other assets | | 
| 89,231 | | | 
| (108,212 | ) | |
| 
Accounts payable and accrued
expenses | | 
| 52,724 | | | 
| 18,254 | | |
| 
Income
tax payable | | 
| 760,469 | | | 
| 170,649 | | |
| 
Franchise
tax payable | | 
| 51,622 | | | 
| 14,378 | | |
| 
Due
to related party | | 
| 3,951 | | | 
| - | | |
| 
Due to related
party - administrative fee | | 
| 1,290 | | | 
| 28,710 | | |
| 
Net
cash used in operating activities | | 
| (584,488 | ) | | 
| (157,536 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash
Flows from Investing Activities: | | 
| | | | 
| | | |
| 
Investment
of cash into Trust Account | | 
| - | | | 
| (69,690,000 | ) | |
| 
Cash
withdrawn from Trust Account to pay taxes | | 
| 1,029,040 | | | 
| - | | |
| 
Net
cash provided by (used in) investing activities | | 
| 1,029,040 | | | 
| (69,690,000 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash
Flows from Financing Activities: | | 
| | | | 
| | | |
| 
Proceeds
from issuance of common stock to Sponsor | | 
| - | | | 
| 25,000 | | |
| 
Proceeds
from sale of public units | | 
| - | | | 
| 69,000,000 | | |
| 
Proceeds
from sale of Private Placements units | | 
| - | | | 
| 2,530,450 | | |
| 
Proceeds
from promissory note - related party | | 
| - | | | 
| 300,000 | | |
| 
Proceeds
from promissory note | | 
| 500,000 | | | 
| - | | |
| 
Proceeds
from due to related party | | 
| - | | | 
| 85,000 | | |
| 
Repayment
of due to related party | | 
| - | | | 
| (85,000 | ) | |
| 
Repayment
of promissory note - related party | | 
| - | | | 
| (300,000 | ) | |
| 
Payment
of offering costs | | 
| - | | | 
| (1,097,729 | ) | |
| 
Net
cash provided by financing activities | | 
| 500,000 | | | 
| 70,457,721 | | |
| 
| | 
| | | | 
| | | |
| 
Net
Changes in Cash | | 
| 944,552 | | | 
| 610,185 | | |
| 
Cash
- Beginning of period | | 
| 610,185 | | | 
| - | | |
| 
Cash
- End of period | | 
$ | 1,554,737 | | | 
$ | 610,185 | | |
| 
| | 
| | | | 
| | | |
| 
Supplemental
Disclosure of Non-cash Financing Activities: | | 
| | | | 
| | | |
| 
Initial
classification of common stock subject to possible redemption | | 
$ | - | | | 
$ | 69,690,000 | | |
| 
Accretion
of additional paid in capital to accumulated deficit | | 
$ | - | | | 
$ | 1,647,476 | | |
| 
Remeasurement
of common stock subject to possible redemption | | 
$ | 2,816,434 | | | 
$ | 631,524 | | |
| 
Deferred
underwriting fee payable | | 
$ | - | | | 
$ | 2,415,000 | | |
| 
Supplemental
Disclosure of Cash Flow Information: | | 
| | | | 
| | | |
| 
Income
taxes and franchise taxes paid | | 
$ | - | | | 
$ | - | | |
The accompanying notes are an integral part of these
financial statements.
| | F-6 | | |
**QUETTA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS**
**Note 1 Description of Organization and
Business Operations**
Quetta Acquisition Corporation (the Company
or Quetta) is a blank check company incorporated as a Delaware Corporation on May1, 2023. The Company was formed for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses or entities (Business Combination). The Company intends to focus on target businesses in Asia.
As of December31, 2024, the Company had
not commenced any operations. All activities from inception through December31, 2024 are related to the Companys
formation and the initial public offering (IPO as defined below) and subsequent to the IPO, identifying a target company for a Business
Combination. The Company will not generate any operating
revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in
the form of interest income from the proceeds derived from the IPO. The Company has selected December31 as its fiscal year
end. The Companys sponsor is Yocto Investments LLC (the Sponsor), a Delaware limited liability company.
The registration statement for the Companys
IPO became effective on October5, 2023. On October11, 2023, the Company consummated the IPO of 6,900,000 units (the Public
Units), including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters. The Public Units
were sold at an offering price of $10.00 per unit generating gross proceeds of $69,000,000. Simultaneously with the IPO, the Company sold
to its Sponsor 253,045 units at $10.00 per unit (the Private Units) in a private placement generating total gross proceeds
of $2,530,450, which is described in Note 4.
Transaction costs amounted to $4,202,729, consisted
of $690,000 cash underwriting fees (net of $690,000 expense reimbursement from the underwriters), $2,415,000 deferred underwriting fees
(payable only upon completion of a Business Combination) and $1,097,729 other offering costs.
Upon the closing of the IPO and the private placement
on October11, 2023, a total of $69,690,000 was placed in a trust account (the Trust Account) maintained by Continental
Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act of 1940, as amended
(the Investment Company Act), and that invest only in direct U.S. government treasury obligations. These funds will not
be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Companys failure
to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject
to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public stockholders.
In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations.
With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the
IPO and private placement not held in the Trust Account.
Pursuant to Nasdaq listing rules, the Companys
initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80%
of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the
income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement
for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose
fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be
required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
it not to be required to register as an investment company under the Investment Company Act.
| | F-7 | | |
The Company will provide its holders of the outstanding
Public Shares (the Public Stockholders) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro
rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon
the completion of the Proposed Offering in accordance with the Accounting Standards Codification (ASC) Topic 480 Distinguishing
Liabilities from Equity.
The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks
stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required
by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its
Second Amended and Restated Certificate of Incorporation (the Second Amended and Restated Certificate of Incorporation),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (SEC) and file
tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is
required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally,
each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
If the Company seeks stockholder approval in connection with a Business Combination, the Companys Sponsor and any of the Companys
officers or directors that may hold Founder Shares (as defined in Note 5) (the Initial Stockholders) and the underwriters
have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note
6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares
(including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer
in connection with, a proposed Business Combination.
If the Company seeks stockholder approval of a Business
Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a group (as defined under Section13 of the Securities Exchange Act of 1934, as amended (the
Exchange Act)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the
Public Shares, without the prior consent of the Company.
The Initial Stockholders have agreed (a) to waive
their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion
of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation
that would affect the substance or timing of the Companys obligation to redeem 100% of its Public Shares if the Company does not
complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares
in conjunction with any such amendment.
The Company initially has nine months (or 15 months
or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the Combination
Period). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months,
it may extend the period of time to consummate a business combination two times by an additional three months each time (for a total of
15 months to complete a business combination). In order to extend the time available for the Company to consummate a Business Combination,
the Sponsor or its affiliate or designees must deposit into the Trust Account $690,000 ($0.10 per Public Share) for each extension, or
an aggregate of $1,380,000, on or prior to the date of the applicable deadline.
| | F-8 | | |
If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain
amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely
extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys
remaining stockholders and the Companys board of directors, dissolve and liquidate, subject in each case to the Companys
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor and the other Initial Stockholders have
agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after
the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business
Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission
(see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for
distribution will be less than $10.10.
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid
and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the Trust Account and except as to any claims under the Companys indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the Securities Act). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third party claims.
On October 18, 2024, the Company entered into a non-binding letter of intent
(LOI) with QUAD, regarding a potential business combination (the Proposed Transaction). The LOI is non-binding
and no agreement providing for any Proposed Transaction or any other transaction or the participation by either party therein will be
deemed to exist unless and until definitive agreements have been executed. As a result of the execution of the LOI, the deadline by which
the Company must complete its initial business combination has been extended to January 10, 2025.
Quad Global Inc. (Quad Global), is
a wholly owned subsidiary of the Company and is a Cayman Island exempted company formed on February 5, 2025. It was formed to be the
surviving company after the reincorporation merger in connection with a contemplated business combination. It has no principal
operations or revenue producing activities.
Quad Group Inc., is a wholly owned subsidiary of the Quad Global and is
a Cayman Island exempted company formed on January 28, 2025. It was formed to be the Merger Sub in connection with a contemplated
business combination. It has no principal operations or revenue producing activities.
**January 2025 Stockholder Meeting**
On January 10,
2025, the Company held a special meeting of stockholders (the January Special Meeting). During the January Special Meeting,
stockholders approved an amendment to the Companys second amended and restated certificate of incorporation (the A&R
Certificate of Incorporation) to extend the date by which the Company has to consummate a business combination from January 10,
2025 to October10, 2026 (36 months from the consummation of the Companys initial public offering), on a month-by-month basis,
up to a total of 21 times, by depositing $60,000 into the Companys trust account for each such one-month extension.
In connection
with the stockholders vote at the January Special Meeting, an aggregate of 5,199,297 shares with redemption value of approximately
$55,152,224 (approximately $10.61 per share) were tendered for redemption. The Company subsequently deposited $60,000 each
time in January 2025 and February 2025 into the Trust Account to extend the date by which the Company can complete an initial business
combination to March 10, 2025.
**Merger
Agreement**
On February14,
2025, Quetta entered into entered into an Agreement and Plan of Merger (the Merger Agreement) with KM QUAD, a Cayman Islands
company (KM QUAD), the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and manufacturer in
China. Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will reincorporate by merging with
and into Quad Global Inc., a wholly-owned subsidiary of Quetta, and (ii) concurrently with the reincorporation merger, Quad Group Inc.,
a wholly-owned subsidiary of Quad Global, will be merged with and into KM QUAD, resulting in KM
QUAD being a wholly-owned subsidiary of Quad Global. At the effective time of the transaction, KM QUADs shareholders and management
will receive 30
million ordinary shares of Quad Global. The shares held by certain KM QUADs
shareholders will be subject to lock-up agreements for a period of six months following the closing of the transaction, subject to certain
exceptions.
| | F-9 | | |
The aggregate
consideration to be paid to KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser ordinary
shares valued at $10.00 per share. The Transaction, which has been approved by the boards of directors of both Quetta and KM QUAD,
is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction of certain
other customary closing conditions including the following:
KM QUAD shall bear (i) 50% of the transaction costs
incurred by Quetta, excluding any amounts payable at Closing from the Trust Account, provided that QUADs obligation to pay such
transaction costs incurred by Quetta shall not exceed $500,000 in total; (ii) 50% of the expenses incurred by Quetta in connection with
maintaining ongoing public company responsibilities, provided that KM QUADs obligation to pay such Public Company Expenses incurred
by Quetta shall not exceed $100,000 in total; and (iii) the extension fees of Quetta covering nine extensions over nine months, in the
total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to a delay in obtaining regulatory approvals, Quetta
shall be responsible for any extension fees and other related fees incurred by Quetta beyond October 10, 2025 not to exceed $100,000 per
month.
Pursuant to the Merger Agreement, on or before February
14, 2025, KM QUAD deposited $250,000, the first installment of the term extension fees to the Companys bank account in exchange
for a promissory note issued by the Company. QUAD shall wire $290,000, the second installment of the extension fees, to the Companys
bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company, provided that the Merger Agreement has
not been terminated prior to that date.
**Going Concern Consideration**
At December31, 2024, the Company had
$1,554,737 in cash and a working capital deficit of
$28,329. The
Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to
incur significant transaction costs in pursuit of the consummation of a Business Combination. There is no assurance that the
Companys plans to raise capital will be successful. In connection with the Companys assessment of going concern
considerations in accordance with Financial Accounting Standard Boards Accounting Standards Update (ASU)
2014-15, Disclosures of Uncertainties about an Entitys Ability to Continue as a Going Concern, management has
determined that these conditions raise substantial doubt about the Companys ability to continue as a going concern. In
addition, if the Company is unable to complete a Business Combination within the Combination Period, the Companys board of
directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance
that the Companys plans to consummate a Business Combination will be successful within the Combination Period. As a result,
management has determined that such additional condition also raises substantial doubt about the Companys ability to continue
as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to
liquidate. The financial statements do not include any adjustments that might result from the Companys inability to continue
as a going concern.
| | F-10 | | |
**Risks and Uncertainties**
As a result of the ongoing Russia/Ukraine, Hamas/Israel
conflicts and/or other future global conflicts, the Companys ability to consummate a Business Combination, or the operations of
a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition,
the Companys ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be
impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing
being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world
economy and the specific impact on the Companys financial position, results of operations or ability to consummate a Business Combination
are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Inflation Reduction Act of 2022**
On August16, 2022, the Inflation Reduction Act
of 2022 (the IR Act) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders
from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at
the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair
market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the Treasury) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to
repurchases that occur after December31, 2022.
Any redemption or other repurchase that occurs after
December31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Companys ability to complete a Business Combination.
The IR Act tax provisions did not have an impact on
the Companys fiscal 2024 and 2023 tax provision as there were redemptions by the public stockholders. During the second quarter
2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. The Company will
continue to monitor for updates to the Companys business along with guidance issued with respect to the IR Act to determine whether
any adjustments are needed to the Companys tax provision in future periods.
| | F-11 | | |
**Note 2 Summary of Significant Accounting
Policies**
**Basis of Presentation**
The accompanying financial statements are
presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include
all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals)
considered for a fair presentation have been included.
**Emerging Growth Company**
The Company is an emerging growth company,
as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS
Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Companys financial statements with another public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
**Use of Estimates**
In preparing the financial statements in conformity
with U.S. GAAP, the Companys management makes estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting
period.
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed
at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to
one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
**Cash and Cash Equivalents**
The Company considers all short-term investments with
an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,554,737 and $610,185 in cash as
of December31, 2024 and 2023. The Company did not have any cash equivalents for both fiscal years.
| | F-12 | | |
**Investment Held in Trust Account**
As of December31, 2024 and 2023, the Company
had $73,115,355 and $70,506,524, respectively, in investment held in the Trust Account comprised of money market funds that invest in
U.S. government securities.
Investments in money market funds are presented on
the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in
interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments
held in the Trust Account is determined 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. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no
amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States and the
State of Delaware as its only major tax jurisdictions.
The Company may be subject to potential examination
by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing
and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Companys
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
**Net Income (Loss) Per Common Share**
Net income (loss) per common is computed by
dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares
of common stock subject to forfeiture by the Initial Stockholders. Remeasurement of carrying value to redemption value of redeemable
shares of common stock is excluded from income (losses) per share as the redemption value approximates fair value. At
December31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss)
per share is the same as basic income (loss) per share for the period presented.
| | F-13 | | |
The following table reflects the calculation of basic
and diluted net income per common share:
Schedule of Basic and Diluted Net Income Per Common Share
| 
| | 
For the Year Ended December31, 2024 | | | 
For the Period From May1, 2023 (Inception) Through December31, 2023 | | |
| 
Redeemable common stock subject to possible redemption | | 
| | | | 
| | | |
| 
Numerator: | | 
| | | | 
| | | |
| 
Net income attributable to redeemable common stock subject to possible redemption | | 
$ | 1,614,976 | | | 
$ | 297,378 | | |
| 
Denominator: Weighted average Class A common stock subject to possible redemption | | 
| | | | 
| | | |
| 
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | | 
| 6,900,000 | | | 
| 2,290,574 | | |
| 
Basic and diluted net income per share, redeemable common stock | | 
$ | 0.23 | | | 
$ | 0.13 | | |
| 
| | 
| | | | 
| | | |
| 
Non-redeemable common stock | | 
| | | | 
| | | |
| 
Numerator: | | 
| | | | 
| | | |
| 
Net income | | 
$ | 2,094,096 | | | 
$ | 535,209 | | |
| 
Less: Net income attributable to Class A common stock subject to possible redemption | | 
$ | 1,614,976 | | | 
$ | 297,378 | | |
| 
Net income attributable to non-redeemable common stock | | 
$ | 479,120 | | | 
$ | 237,831 | | |
| 
Denominator: Weighted average non-redeemable common stock | | 
| | | | 
| | | |
| 
Basic and diluted weighted average shares outstanding, non-redeemable common stock | | 
| 2,047,045 | | | 
| 1,831,908 | | |
| 
Basic and diluted net income per share, non-redeemable common stock | | 
$ | 0.23 | | | 
$ | 0.13 | | |
**Concentration of Credit Risk**
Financial instruments that potentially subject the
Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. The Company had uninsured cash of $1,304,737 and $360,185 as of December
31, 2024, and December 31, 2023, respectively. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such an account.
**Fair Value of Financial Instruments**
The fair value of the Companys assets and liabilities,
which qualify as financial instruments under ASC 825, Financial Instruments, approximates the carrying amounts represented
in the accompanying balance sheet, primarily due to their short-term nature.
**Common Stock Subject to Possible Redemption**
The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity. Common stock
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Companys control) is classified as temporary equity. At all other
times, common stock is classified as stockholders equity. The Companys common stock features certain redemption rights that
are considered to be outside of the Companys control and subject to occurrence of uncertain future events. If it is probable that
the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period
from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest
redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying
amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes
immediately. Accordingly, as of December31, 2024 and 2023, 6,900,000 shares of common stock were presented at redemption value as
temporary equity, outside of the stockholders equity section of the Companys balance sheet. 
| | F-14 | | |
**Segment Reporting**
ASC Topic 280,Segment Reporting,
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers.Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how to allocate
resources and assess performance.
The Companys chief operating decision maker
has been identified as the Chief Executive Officer (CODM), who reviews the operating results for the Company as a whole
to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only hasoneoperating segment.
When evaluating the Companys performance and
making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest
earned on investments held in Trust Account which include the accompanying statements of operations.
The key measures of segment profit or loss reviewed
by our CODM are interest earned on investments held in Trust Account and formation and operational costs. The CODM reviews interest earned
on investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment
with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored
by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination
period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs
are aligned with all agreements and budget.
****
**Recent Accounting Pronouncements**
In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and
interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (CODM),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide
all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company adopted ASU 2023-07 in the fiscal year 2024 and there was no significant impact.
In December 2023, the FASB issued Accounting Standards
Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure (ASU 2023-09). ASU 2023-09
mostly requires, on an annual basis, disclosure of specific categories in an entitys effective tax rate reconciliation and income
taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU
is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 in the fiscal year 2024 and there was no significant
impact.
Management does not believe that any recently issued,
but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial
statements.
**Note 3 Initial Public Offering**
On October11, 2023, the Company sold 6,900,000
Units at a price of $10.00 per Unit (including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters),
generating gross proceeds of $69,000,000. Each Unit consists of one share of common stock and one-tenth (1/10) of one right (Public
Right). Each Public Right will convert into one share of common stock upon the consummation of a Business Combination.
**Note 4 Private Placement**
Simultaneously with the closing of the IPO, The Sponsor
purchased an aggregate of 253,045 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,530,450 in
a private placement. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer
restrictions. Each Private Unit consists of one share of common stock (Private Share) and one-tenth (1/10) of one right
(Private Right). Each Private Right will convert into one share of common stock upon the consummation of a Business Combination.
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all
underlying securities will expire worthless.
**Note 5 Related Party Transactions**
**Founder Shares**
On May17, 2023, the Company issued 1,725,000
shares of common stock to the Initial Stockholders (the Founder Shares) for an aggregated consideration of $25,000, or approximately
$0.0145 per share. The Initial Stockholders have agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment
option is not exercised in full so that the Initial Stockholders collectively own 20% of the Companys issued and outstanding shares
after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units). As a result
of the underwriters full exercise of the over-allotment option on October 11, 2023, no Founder Share were forfeited. As of December
31, 2024 and 2023, 1,725,000 Founder Shares were issued and outstanding.
The Initial Stockholders have agreed, subject to certain
limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the
earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals
or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder
Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business
Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Companys
stockholders having the right to exchange their shares of common stock for cash, securities or other property.
| | F-15 | | |
**Due to Related Party**
The Sponsor paid out of pocket travel expenses related
to due diligence and research of prospective target business. As of December 31, 2024 and 2023, $3,951 and $0, respectively, were outstanding.
The amount is unsecured, interest-free and due on demand.
**Related Party Loans**
In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to,
loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans
may be converted into private at $10.00 per share at the option of the lender. As of December31, 2024 and 2023, the Company had
no borrowings under the working capital loans.
**Administrative Service Agreement**
The Company entered into an agreement, commencing
on the October5, 2023 through the earlier of the Companys consummation of a Business Combination and its liquidation, to
pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to
the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest
and be due and payable no later than the date of the consummation of the initial Business Combination. The Company accrued $30,000 and
$28,710 administrative fees due to the Sponsor in the accompanying balance sheets as of December31, 2024 and 2023, respectively.
**Other**
Mr.Michael Lazar, who serves as an independent
director of the board beginning October5, 2023, also is the Chief Executive Officer of Empire Filings, LLC (Empire),
which is engaged by the Company to provide print and filing services. The Company paid a total of $40,000 for the IPO filings and will
pay $1,000 per quarter for ongoing compliance filings. On April 3, 2024, Mr. Michael Lazar resigned from his position as a director of
the board. As of December 31, 2024 and 2023, $0 and $1,350 were due to Empire, respectively.
On December 26, 2024, the Company engaged Celine &
Partners PLLC (Celine) to represent them for all U.S. corporate and securities compliance matters. Celine is controlled
by Ms. Celine Chen, who is the wife of Mr.Hui Chen, the Companys CEO and director. A flat fee of $10,000 per month will be
charged for the ongoing 34 Act public reports such as Form 10-Qs, 10-Ks, Form 8-Ks and press releases. For each extension of time to consummate
an initial business combination, a fee of $40,000 will be charged for filing the Pre-14A and Def-14A. The Company paid a $50,000 retainer
fee during the year ended December31, 2024.
| | F-16 | | |
**Note 6 Commitments and Contingency**
**Registration Rights**
The holders of the Founder Shares issued and outstanding
on October5, 2023, as well as the holders of the private units and any shares of the Companys insiders, officers, directors
or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common
stock issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement
to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two
demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights
at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders
of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration
rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain
piggy-back registration rights with respect to registration statements filed subsequent to the consummation of an initial
business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
**Underwriting Agreement**
The Company granted EF Hutton, the representative
of the underwriters, a 45-day option from October5, 2023 to purchase up to 900,000 additional Units to cover over-allotments, if
any, at the IPO price less the underwriting discounts and commissions. On October11, 2023, the underwriters fully exercised the
over-allotment option to purchase 900,000 units, generating gross proceeds to the Company of $9,000,000.
The underwriters were paid a cash underwriting discount
of 2.0% of the gross proceeds of the IPO or $1,380,000. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the
gross proceeds of the IPO or $2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account,
subject to the terms of the underwriting agreement. The underwriters reimbursed $690,000 to the Company for the IPO related expenses.
Additionally, the Company issued the underwriters
69,000 shares of common stock for the representative shares, at the closing of the IPO as part of representative compensation. As of December
31, 2024 and 2023, 69,000 representative shares were issued.
**Note 7 Stockholders Deficit**
**Common Stock** The Company is
authorized to issue 20,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one
vote for each share. As a result of the underwriters full exercise of the over-allotment option on October11, 2023, there
are no Founder Share subject to forfeiture. As of December31, 2024 and 2023, there were 2,047,045 shares of common stock issued
and outstanding (excluding 6,900,000 shares subject to possible redemption).
**Rights** Each holder of a right
will receive one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares
held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional
consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business
Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the
Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive
agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive
in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its
rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion
of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of
such funds with respect to their rights, nor will they receive any distribution from the Companys assets held outside of the Trust
Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to
deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company
be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying
the rights.
| | F-17 | | |
**Note 8 Fair Value Measurements**
The fair value of the Companys financial assets
and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the
assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement
date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs
(market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market
participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based
on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| 
| 
Level 1: | 
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| 
| 
| 
| |
| 
| 
Level 2: | 
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| 
| 
| 
| |
| 
| 
Level 3: | 
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
The following tables present information about the
Companys assets that are measured at fair value on a recurring basis as of December31, 2024 and 2023 indicate the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value.
Schedule of Fair Value Hierarchy of Valuation Inputs
| 
| 
| 
December31,
2024 | 
| 
| 
Quoted
Prices in
Active Markets
(Level 1) | 
| 
| 
Significant
Other
Observable
Inputs
(Level 2) | 
| 
| 
Significant
Other
Unobservable
Inputs
(Level 3) | 
| |
| 
Assets | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Investments held in Trust Account | 
| 
$ | 
73,115,355 | 
| 
| 
$ | 
73,115,355 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| |
| 
| 
| 
December31,
2023 | 
| 
| 
Quoted
Prices in
Active Markets
(Level 1) | 
| 
| 
Significant
Other
Observable
Inputs
(Level 2) | 
| 
| 
Significant
Other
Unobservable
Inputs
(Level 3) | 
| |
| 
Assets | 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Investments held in Trust Account | 
| 
$ | 
70,506,524 | 
| 
| 
$ | 
70,506,524 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| |
| | F-18 | | |
**Note 9 Income Taxes**
The Companys net deferred tax assets are as
follows:
Schedule of Net Deferred Tax Assets
| 
| | 
For the Year Ended December31, 2024 | | | 
For the Period From May1, 2023 (Inception) Through December31, 2023 | | |
| 
Deferred tax asset | | 
| | | | 
| | | |
| 
Net operating loss carryforward | | 
$ | - | | | 
$ | - | | |
| 
Startup/Organization Expenses | | 
| 189,190 | | | 
| 34,389 | | |
| 
Total deferred tax asset | | 
| 189,190 | | | 
| 34,389 | | |
| 
Valuation allowance | | 
| (189,190 | ) | | 
| (34,389 | ) | |
| 
Deferred tax asset, net of allowance | | 
$ | - | | | 
$ | - | | |
The income tax provision consists of the following:
Schedule of Income Tax Provision
| 
| | 
For the Year Ended December31, 2024 | | | 
For the Period From May1, 2023 (Inception) Through December31, 2023 | | |
| 
Federal | | 
| | | | 
| | | |
| 
Current | | 
$ | 754,259 | | | 
$ | 170,649 | | |
| 
Deferred | | 
| (154,800 | ) | | 
| (34,389 | ) | |
| 
State | | 
| | | | 
| | | |
| 
Current | | 
$ | - | | | 
$ | - | | |
| 
Deferred | | 
| - | | | 
| - | | |
| 
Change in valuation allowance | | 
| 154,800 | | | 
| 34,389 | | |
| 
Income tax provision | | 
$ | 754,259 | | | 
$ | 170,649 | | |
| | F-19 | | |
A reconciliation of the Companys statutory
income tax rate to the Companys effective income tax rate is as follows (in thousands):
Schedule of Effective Income Tax Rate
| 
| | 
For the Year Ended December31, 2024 | | | 
For the Period From May1, 2023 (Inception) Through December31, 2023 | | |
| 
Income at U.S. statutory rate | | 
| 21.00 | % | | 
| 21.00 | % | |
| 
State taxes, net of federal benefit | | 
| 0.00 | % | | 
| 0.00 | % | |
| 
Valuation allowance | | 
| 5.42 | % | | 
| 5.30 | % | |
| 
Income tax rate | | 
| 26.42 | % | | 
| 26.30 | % | |
As of December31, 2024 and 2023, the Company
did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.
In assessing the realization of the deferred tax assets,
management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary
differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the
information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax
assets and has therefore established a full valuation allowance. The change in the valuation allowance was $154,800 and $34,389 for the
year ended 2024 and the period from May1, 2023 (inception) through December31, 2023, respectively.
The provision for U.S. federal income tax was $754,259
and $170,649 for the year ended 2024 and the period from May1, 2023 (inception) through December31, 2023, respectively. The
Companys tax return for the year ended 2024 and the period from May1, 2023 (inception) through December31, 2023 remain
open and subject to examination.
**Note 10 Subsequent Events**
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review, as further disclosed
in the footnotes and except as disclosed below, management did not identify any material subsequent events that require disclosure in
the financial statements.
In January 2025, February 2025, and March 2025, the
Company made total tax payments of $1,028,284 for the year ended 2024 and the period from May 1, 2023 (inception) through December 31,
2023. Of this amount, $960,350 was for federal income taxes and $67,934 was for franchise taxes.
The Company deposited
total extension payments of $180,000 ($60,000 per month) into the Trust Account from January 1, 2025 to March 14, 2025 to
extend the date by which the Company can complete an initial business combination to April 10, 2025.
**January 2025 Stockholder Meeting**
On January 10,
2025, the Company held a special meeting of stockholders (the January Special Meeting). During the January Special Meeting,
stockholders approved an amendment to the Companys second amended and restated certificate of incorporation to extend the date
by which the Company has to consummate a business combination from January 10, 2025 to October10, 2026 (36 months from the consummation
of the Companys initial public offering), on a month-by-month basis, up to a total of 21 times, by depositing $60,000 into the
Companys trust account for each such one-month extension.
In connection
with the stockholders vote at the January Special Meeting, an aggregate of 5,199,297
shares with redemption value of approximately $55,152,224
(approximately $10.61
per share) were tendered for redemption. 
| | F-20 | | |
**Trust
Amendment**
The
Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination. In
addition, in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period
the Company elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due
payment, which shall be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the
amount of three percent (3%) (the Cure Period). If the Company fails to make any applicable past due payment during
the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and
dissolve with the same effect as if the Company failed to complete a business combination within thirty-six (36) months from the
consummation of the IPO.
**New
Subsidiaries**
****
The
Company formed two subsidiaries in connection with a contemplated business combination**:**
Quad
Global Inc. (Quad Global), is a wholly owned subsidiary of the Company and is a Cayman Island exempted company formed
on February 5, 2025. It was formed to be the surviving company after the reincorporation merger in connection with a contemplated
business combination. It has no principal operations or revenue producing activities.
Quad
Group Inc., is a wholly owned subsidiary of the Quad Global and is a Cayman Island exempted company formed on January 28, 2025. It was
formed to be the Merger Sub in connection with a contemplated business combination. It has no principal operations or revenue
producing activities.
**Merger
Agreement**
On February14,
2025, Quetta entered into entered into an Agreement and Plan of Merger (the Merger Agreement) with KM QUAD, the parent company
of Jiujiang Lida Technology Co., Ltd., a film product design and manufacturer in China. Upon consummation of the transaction contemplated
by the Merger Agreement, (i) Quetta will reincorporate by merging with and into Quad Global Inc., a Cayman Islands exempted company and
wholly-owned subsidiary of Quetta (Quad Global), and (ii) concurrently with the reincorporation merger, Quad Group Inc.,
a Cayman Islands exempted company and wholly-owned subsidiary of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD
being a wholly-owned subsidiary of Quad Global. At the effective time of the transaction, KM QUADs shareholders and management
will receive 30 million ordinary shares of Quad Global. The shares held by certain KM QUADs shareholders will be subject to lock-up
agreements for a period of six months following the closing of the transaction, subject to certain exceptions.
The aggregate
consideration to be paid to KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser ordinary
shares valued at $10.00 per share. The Transaction, which has been approved by the boards of directors of both Quetta and KM QUAD,
is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction of certain
other customary closing conditions.
KM QUAD shall bear (i) 50% of the transaction costs
incurred by Quetta, excluding any amounts payable at Closing from the Trust Account, provided that KM QUADs obligation to pay such
transaction costs incurred by Quetta shall not exceed $500,000 in total; (ii) 50% of the expenses incurred by Quetta in connection with
maintaining ongoing public company responsibilities, provided that KM QUADs obligation to pay such Public Company Expenses incurred
by Quetta shall not exceed $100,000 in total; and (iii) the extension fees of Quetta covering nine extensions over nine months, in the
total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to a delay in obtaining regulatory approvals, Quetta
shall be responsible for any extension fees and other related fees incurred by Quetta beyond October 10, 2025 not to exceed $100,000 per
month.
Pursuant to the Merger Agreement, on or before February
14, 2025, KM QUAD deposited $250,000, the first installment of the term extension fees to the Companys bank account in exchange
for a promissory note issued by the Company. KM QUAD shall wire $290,000, the second installment of the extension fees, to the Companys
bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company, provided that the Merger Agreement has
not been terminated prior to that date.
| | F-21 | | |