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].

Core Viewpoint - KM QUAD, a Cayman Islands company and parent of Jiujiang Lida Technology, has announced a merger agreement with Quetta Acquisition Corporation, a special purpose acquisition company, to create a publicly listed entity on Nasdaq [1][2][6]. Company Overview - Jiujiang Lida Technology, also known as QUAD, was founded in 2016 and specializes in automotive protective films, offering products that enhance vehicle appearance and durability while providing protection [3][12]. - QUAD has diversified its product offerings to include specialized films for construction and battery applications [3]. - The company holds 113 intellectual property rights in China, including 72 registered trademarks and 14 registered patents, and has a dedicated R&D team of approximately 40 employees [4][12]. Manufacturing and Distribution - QUAD's main manufacturing facility is located in Jiujiang, Jiangxi Province, covering 33 acres with over 21,000 square meters of space, including two production plants and one R&D center [4]. - The distribution network spans over 200 cities across China, indicating a strong market presence [4][12]. Management and Future Plans - The current management team of KM QUAD will continue to lead the combined company post-transaction, ensuring continuity in operations and strategy [5]. - The merger is expected to enhance KM QUAD's growth prospects and facilitate its transition to a public company, aligning with Quetta's aim to partner with companies that have solid product offerings and growth potential [10]. Transaction Details - Under the merger agreement, KM QUAD's shareholders will receive 30 million ordinary shares of Quad Global, with certain shares subject to a six-month lock-up period [6]. - The transaction has been approved by the boards of both companies and is pending regulatory and shareholder approvals [7].

Financial Performance - The company reported a net income of $603,904 for the three months ended September 30, 2024, primarily from interest income of $944,242[97]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,760,025, with interest income contributing $2,804,976[98]. IPO and Trust Account - 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[100]. - A total of $69,690,000 was placed in a trust account following the IPO, which will be invested in U.S. government treasury bills or money market funds[101]. - The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000, payable upon completion of a business combination[108]. Financial Position - As of September 30, 2024, the company had cash of $329,359 and a working capital deficit of $543,906[103]. - The company has incurred related party administrative fees of $30,000 for the three months and $90,000 for the nine months ended September 30, 2024[107]. Business Combination and Future Outlook - The company entered into a non-binding letter of intent for a potential business combination with a clinical-stage therapeutics company, extending the deadline to January 11, 2025[93][94]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[95]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[104].

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].

Company Formation and Strategy - Quetta Acquisition Corporation was formed on May 1, 2023, to pursue a business combination primarily in the financial technology sector in Asia, excluding China, Hong Kong, and Macau [19]. - The company aims to identify acquisition targets with an enterprise value between $250 million and $1 billion, focusing on underpenetrated markets with favorable industry dynamics [36]. - The company will prioritize targets with strong management teams and defensible market positions, favoring those with sustainable competitive advantages [36]. - Quetta Acquisition Corporation will not pursue business combinations with entities whose principal operations are in China, Hong Kong, or Macau [34]. - The company believes that many high-quality private companies in Asia could benefit from going public in the United States, creating significant acquisition opportunities [34]. - The company intends to focus on target businesses in the financial technology sector in Asia, excluding China, Hong Kong, and Macau [200]. Management and Team Experience - The management team has extensive experience in cross-border transactions, particularly in Asia and North America, which is expected to provide a competitive advantage in sourcing high-quality targets [20][26]. - The management team includes experienced professionals with backgrounds in law, finance, and technology, enhancing the company's ability to execute its strategy [24][25]. Financial Performance and IPO - Yotta Acquisition Corporation completed its initial public offering on April 22, 2022, raising $115 million by issuing 11,500,000 units at $10.00 per unit [38]. - 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 [81]. - A total of $69,690,000 from the IPO and private placement was placed in a trust account, with $816,524 generated as interest income [83]. - The company reported a net income of $535,209 for the period from May 1, 2023, through December 31, 2023, primarily from interest income [90]. - The company has not generated any operating revenues to date and does not expect to until after completing an initial business combination [88]. Business Combination and Related Agreements - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account [56]. - Yotta may structure its initial business combination to own less than 100% of the target business, provided it maintains a controlling interest [57]. - The company is not prohibited from pursuing business combinations with targets affiliated with its sponsors, officers, or directors, but must obtain an independent valuation opinion if necessary [47]. - The company has a nine-month period to complete a business combination, extendable up to 21 months with additional deposits of $690,000 for each extension [209]. - The company will cease operations and redeem public shares if it fails to complete a business combination within the specified period [210]. Financial Position and Liabilities - As of December 31, 2023, the company had cash of $610,185 and working capital of $486,406 [94]. - Total assets of Quetta Acquisition Corporation as of December 31, 2023, amount to $71,224,921, with $70,506,524 held in the Trust Account [189]. - Total current liabilities are $231,991, including $28,710 due to related parties and $170,649 in income tax payable [189]. - The total stockholders' deficit stands at $(1,743,594) as of December 31, 2023 [189]. - The company has no off-balance sheet arrangements or long-term liabilities as of December 31, 2023 [96][97]. Audit and Governance - The independent auditor has expressed an unqualified opinion on the financial statements, affirming they present fairly the financial position of the company [182]. - The board of directors has determined that Mr. McCabe, Mr. Miller, and Mr. Lazar qualify as independent directors as per Nasdaq listing standards [119]. - The audit committee consists of independent directors who are financially literate, ensuring they can understand fundamental financial statements [121]. - Mr. Brandon Miller is recognized as an audit committee financial expert, meeting SEC requirements [122]. - The audit committee is responsible for reviewing annual audited financial statements and recommending their inclusion in Form 10-K [123]. Risks and Future Outlook - The company expects to incur significant professional and transaction costs related to remaining a publicly traded entity and pursuing a Business Combination [95]. - There is substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed within the Combination Period [214]. - Ongoing global conflicts may materially affect the Company's ability to consummate a Business Combination and raise necessary financing [215]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on certain stock repurchases by publicly traded corporations, effective after December 31, 2022 [216]. - The Company may be subject to the excise tax in connection with a Business Combination, depending on various factors including fair market value of redemptions [217]. Miscellaneous - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk [70]. - The company is not currently a party to any material litigation or legal proceedings [65]. - The company has incurred general and administrative expenses of $78,045 and related party administrative fees of $28,710 during the reporting period [90]. - The company has not paid any cash dividends and does not intend to do so prior to completing an initial business combination [78].

IPO and Proceeds - 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[96]. - A total of $69,690,000 from the IPO proceeds was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds[97]. - The company intends to use the net proceeds from the IPO for its initial business combination and related expenses, including deferred underwriting discounts of 3.5% of the total gross proceeds raised[98]. - The underwriters received a cash underwriting discount of 2.0% of the gross proceeds, amounting to $1,380,000, and a deferred fee of 3.5% to be paid upon the closing of a Business Combination[106]. Financial Performance - As of September 30, 2023, the company reported a net income of $2,949 for the three months ended and $3,686 for the period from inception through September 30, 2023, all from interest income[95]. - The company had cash of $262,658 and a working capital deficit of $122,602 as of September 30, 2023, which improved to cash of $774,668 and working capital of $767,721 post-IPO[99]. Costs and Agreements - The company has incurred significant professional costs and expects to continue incurring transaction costs in pursuit of a Business Combination[100]. - The company has entered into an administrative services agreement with the Sponsor for $10,000 per month, with payments deferred until the consummation of the initial Business Combination[104]. - The company has a Promissory Note with the Sponsor for up to $300,000, which was fully repaid on October 11, 2023[103]. - The company has no off-balance sheet arrangements as of September 30, 2023[101].