Company Formation and Strategy - Quetta Acquisition Corporation was formed on May 1, 2023, as a blank check company to pursue business combinations, primarily focusing on opportunities in Asia[19]. - The management team aims to identify acquisition targets with an enterprise value between $250 million and $1 billion, focusing on large underpenetrated markets[37]. - The company intends to capitalize on the growing financial technology sector in Asia, which is expected to continue its strong growth trajectory due to increasing digitization and changing consumer habits[33]. - Quetta Acquisition Corporation's strategy includes targeting companies that have a defensible market position and sustainable competitive advantage, particularly those with strong intellectual property or technology[37]. - The company plans to leverage its management team's extensive network and experience in Asia and North America to source high-quality acquisition targets[21]. - The management team believes that many high-quality private companies in Asia could benefit from going public in the United States, creating significant acquisition opportunities[33]. Financial Performance and Operations - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[29]. - Quetta Acquisition Corporation's initial public offering was completed on October 11, 2023, with no revenue generated since then[29]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[132]. - The company has a working capital deficit of $28,329 and cash of $1,554,737 as of December 31, 2024[139]. - As of December 31, 2024, the company reported a net income of $2,094,096, primarily from interest income of $3,658,889, after accounting for various expenses[134]. - A total of $69,690,000 from the IPO and private placement proceeds was placed in a trust account for the benefit of public shareholders, with $3,425,355 being interest income[104]. Business Combinations and Agreements - The company is currently focused on consummating the KM QUAD Business Combination but will continue to search for other suitable targets if this does not occur[29]. - Yotta entered into a merger agreement with NaturalShrimp, issuing 17.5 million shares and potentially an additional 10 million shares based on revenue thresholds of $15 million for FY 2024 and $30 million for FY 2025[39]. - The total consideration for the Acquisition Merger with QUAD is $300 million, payable in newly issued Purchaser Ordinary Shares valued at $10.00 per share[64]. - Upon closing, Purchaser will acquire 100% of the issued and outstanding equity securities of QUAD[63]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account assets[75]. - The company entered into a merger agreement with KM QUAD, with an aggregate consideration of $300 million payable in newly issued shares valued at $10.00 per share[130]. Governance and Management - The board of directors consists of five members, with three deemed independent under SEC and Nasdaq rules[176]. - The audit committee is composed exclusively of independent directors, including Mr. Brandon Miller, Mr. Daniel M. McCabe, and Ms. Qi Gong[179]. - The compensation committee is chaired by Mr. Daniel M. McCabe and includes independent directors[182]. - The company will only enter into business combinations approved by a majority of its directors[178]. - Officers and directors may have conflicts of interest due to multiple business affiliations[189]. - The company has a code of conduct and ethics applicable to all directors, officers, and employees[198]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[78]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[80]. - The company is classified as a "smaller reporting company" and will maintain this status until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[81]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[89]. - As of December 31, 2024, the company did not maintain effective internal control over financial reporting due to material weaknesses identified[160]. Shareholder Matters - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of an initial business combination[97]. - A total of 5,199,297 shares were tendered for redemption, resulting in approximately $55,152,224 being removed from the trust account[123]. - As of April 7, 2025, the company has 3,747,748 shares of Common Stock issued and outstanding[206]. - Hui Chen holds 1,970,045 shares, representing 22.83% of the outstanding Common Stock[207]. Costs and Expenses - The company expects to incur significant costs related to being a public company and pursuing a business combination[140]. - The company incurred $1,380,000 in underwriting discounts and commissions related to the IPO[104]. - The company incurred related party fees of $120,000 for the year ended December 31, 2024, and $28,710 for the period from May 1, 2023, through December 31, 2023, under an administrative service agreement[145]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000[146]. Extension and Fees - The company has the option to extend the business combination period up to 21 times, with a total of 36 months from the IPO closing date[60]. - The company has the right to extend the KM QUAD Business Combination closing date up to 21 times for one month each time until October 10, 2026, with extension fees totaling $540,000 for nine extensions[147]. - KM QUAD has wired the first installment of prepaid extension fees of $250,000 and will wire a second installment of $290,000 by April 20, 2025[148]. - If the KM QUAD Business Combination does not close by October 10, 2025, KM QUAD will cover any extension fees incurred beyond that date, not exceeding $100,000 per month[217].

JIUJIANG, China, Feb. 14, 2025 (GLOBE NEWSWIRE) -- KM QUAD, a Cayman Islands company ("KM QUAD" or the "Company"), the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and manufacturer in China (the " Lida Technology"), announced today that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") for a business combination with Quetta Acquisition Corporation (NASDAQ:QETA, QETAR, QETAU)), a special purpose acquisition company incorporated in Delaware ("Quetta"). ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41832 Quetta Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | |----- ...

Financial Performance - As of June 30, 2024, the company reported a net income of $1,156,121 for the six months ended, primarily from interest income of $1,860,734[86]. - The company has a working capital deficit of $207,095 as of June 30, 2024, with cash holdings of $334,332[90]. - The company has incurred related party administrative fees of $30,000 and $60,000 for the three and six months ended June 30, 2024, respectively[95]. - The company has no off-balance sheet arrangements or long-term liabilities as of June 30, 2024[93][94]. - The company has not generated any operating revenues to date and does not expect to until after completing its initial business combination[85]. IPO and Business Combination - The company completed its IPO on October 11, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[87]. - The company entered into a non-binding letter of intent for a potential business combination with a clinical-stage therapeutics company, extending the deadline for the initial business combination to January 11, 2025[83]. - Upon completion of a business combination, underwriters will receive a deferred fee of 3.5% of the IPO gross proceeds, amounting to $2,415,000[96]. - The company intends to use net proceeds from the IPO and private placement for its initial business combination and related expenses[89]. Going Concern - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising concerns about its ability to continue as a going concern[92].

Financial Performance - As of March 31, 2024, the company reported a net income of $611,704, primarily from interest income of $925,989, offset by formation and operational costs of $77,029 and income tax expense of $191,056 [92]. - The company has cash of $565,813 and a working capital of $178,404 as of March 31, 2024 [96]. - The company has incurred $30,000 in related party administrative fees for the three months ended March 31, 2024, under an agreement with its Sponsor [101]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024 [99][100]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [90]. IPO and Funding - The company completed its IPO on October 11, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Public Units at $10.00 per unit [93]. - The company intends to use substantially all net proceeds from the IPO and private placement for its initial business combination and related expenses, including a deferred underwriting fee of $2,415,000 [95][102]. - The company will invest funds in U.S. government treasury bills or money market funds, maintaining a trust account for the proceeds from the IPO [94]. Business Strategy and Concerns - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising concerns about its ability to continue as a going concern [98]. - The company plans to focus on target businesses in the financial technology sector in Asia, excluding China, Hong Kong, and Macau [87].

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, 2023 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 | | --- | - ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41832 (State or other jurisdiction of incorporation or organization) Delaware 93-1358026 (I.R.S. Employer Identification No.) 1185 ...