IPO and Financial Proceeds - The company completed its IPO on October 11, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 units at $10.00 per unit[115]. - A total of $69.69 million was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[116]. - The company plans to use net proceeds from the IPO and private placement for its initial business combination and related expenses[117]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $34,853, with general and administrative expenses of $144,254 and interest income of $196,337[111]. - For the nine months ended September 30, 2025, the company reported a net loss of $836,474, with general and administrative expenses of $1,245,355 and interest income of $670,259[112]. - As of September 30, 2025, the Company had cash of $9,068 and a working capital deficit of $2,386,646[118]. - The Company has incurred significant professional costs and transaction costs related to remaining publicly traded and pursuing a Business Combination[119]. - 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 Combination Period[120]. Business Combination and Agreements - The company has extended the deadline to complete its initial business combination to October 10, 2026, with the ability to extend on a month-by-month basis[97]. - 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[107]. - The merger agreement includes provisions for KM QUAD to bear 50% of transaction costs incurred by the company, capped at $500,000[107]. - KM QUAD is responsible for extension fees totaling $540,000 if the Business Combination does not close by February 10, 2025[127]. - KM QUAD has made two installments of prepaid extension fees totaling $540,000, with conditions for conversion into shares at the closing of the Business Combination[128][129]. Accounting and Compliance - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[122]. - The Company has no off-balance sheet arrangements as of September 30, 2025[121]. - Management does not believe that any recently issued accounting pronouncements will materially affect the Company's financial statements[131]. - The Company has entered into an administrative services agreement with a monthly fee of $10,000, which is deferred until the consummation of the initial Business Combination[125]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, totaling $2,415,000[126]. Trust Account Status - As of January 10, 2025, approximately $18,040,430 remained in the trust account after redemptions[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[109].

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 June 30, 2025 ☐ 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) | 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 March 31, 2025 ☐ 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) | Delaware | 93-1358026 | | --- | --- | | ...

Company Formation and Purpose - 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 leverage extensive networks in Asia to identify high-quality acquisition targets, with a focus on the financial technology sector[21][33]. - The company intends to target businesses with an enterprise value of approximately $250 million to $1 billion, prioritizing those benefiting from favorable industry trends[37]. - The company is exploring the establishment of a digital assets market in Asia as part of its strategic initiatives[29]. Financial Performance and Funding - 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 completed its IPO on October 11, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 units at a price of $10.00 per unit[136]. - 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 $73,115,355 held in the trust account as of December 31, 2024[104][105]. - 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]. Business Combination and Agreements - 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]. - Yotta terminated the merger agreement with NaturalShrimp due to breaches, including a failure to share costs, and demanded a $3 million termination fee[42][43]. - The merger agreement with DRIVEiT Financial Auto Group involves a total consideration of $100 million, payable in Yotta's common stock valued at $10 per share[47]. - 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]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account assets[75]. 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, chaired by Mr. Daniel M. McCabe, consists of independent directors and oversees executive compensation matters[182]. - The company will only enter into business combinations approved by a majority of its directors[178]. - Management plans to enhance internal controls by increasing board size and consulting third-party professionals for complex accounting applications[161]. Financial Position and Projections - 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]. - The company has a working capital deficit of $28,329 and cash of $1,554,737 as of December 31, 2024[139]. - The company expects to incur significant costs related to being a public company and pursuing a business combination[140]. - The company has incurred and expects to continue incurring significant professional costs related to its public company status and business combination efforts[140]. Shareholder and Stock Information - 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]. - A total of 5,199,297 shares were tendered for redemption, resulting in approximately $55,152,224 being removed from the trust account[123]. Compliance and Risk Management - 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 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]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[164]. Miscellaneous - 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]. - The company has not established specific minimum qualifications for director candidates but considers various factors such as education and professional experience[185]. - The company has agreed to waive rights to amounts held in the trust account if the initial business combination is not completed[192].

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, after accounting for operational costs and taxes [97]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,760,025, with interest income totaling $2,804,976 [98]. - The company has a working capital deficit of $543,906 as of September 30, 2024, with cash reserves of $329,359 [103]. 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 from the IPO, amounting to $2,415,000, payable upon completion of a business combination [108]. Business Combination and Future Outlook - The company has 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 [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]. - The company anticipates incurring significant costs related to being a public entity and pursuing a business combination, raising concerns about its ability to continue as a going concern [104]. Related Party Transactions - The company incurred $30,000 in related party administrative fees for the three months ended September 30, 2024, and $90,000 for the nine months ended September 30, 2024 [107].

Financial Performance - The company had a net income of $544,417 for the three months ended June 30, 2024, with interest income of $934,745 offsetting operational costs [96]. - For the six months ended June 30, 2024, the company reported a net income of $1,156,121, driven by interest income of $1,860,734 [97]. IPO and Fundraising - 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 [98]. - A total of $69,690,000 was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds [99]. - 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 [107]. Operational Costs and Related Party Transactions - The company has incurred $30,000 and $60,000 in related party fees for administrative services for the three and six months ended June 30, 2024, respectively [106]. 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 [91][92]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [94]. - 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 [103]. Working Capital - The company has a working capital deficit of $207,095 as of June 30, 2024, with cash holdings of $334,332 [101].

IPO and Fundraising - 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[91]. - The company has raised a total of $2,530,450 from the private placement of 253,045 Private Units at $10.00 per unit[91]. - The company intends to utilize substantially all net proceeds from the IPO for its initial business combination and related expenses, including a deferred underwriting fee of $2,415,000[93][100]. 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 operational costs and taxes[90]. - The company has cash of $565,813 and a working capital of $178,404 as of March 31, 2024[94]. - The company has incurred $30,000 in related party fees for administrative services provided by the Sponsor during the three months ended March 31, 2024[99]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[97][98]. - The company expects to incur significant costs related to being a public company and pursuing a business combination[86][96]. - The company has not generated any operating revenues to date and does not expect to until after completing its initial business combination[88]. Business Strategy - The company plans to focus on target businesses in the financial technology sector in Asia, excluding China, Hong Kong, and Macau[85].

IPO and Financial Proceeds - 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[75]. - A total of $69,690,000 from the IPO and private placement proceeds was placed in a trust account, with $816,524 generated as interest income[78]. - The total transaction costs related to the IPO amounted to $4,202,729, including $2,415,000 in deferred underwriting fees[192]. - The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds from the IPO, amounting to $2,415,000, payable upon completion of a business combination[94]. - The underwriters fully exercised their over-allotment option on October 11, 2023, purchasing an additional 900,000 Units at a price of $10.00 per Public Share[154]. - The total underwriting fee paid by the Company was $1,380,000, which includes the fee due upon the full exercise of the underwriters' over-allotment option[155]. - The Company issued 69,000 shares of common stock as part of representative compensation to the underwriters[248]. Financial Performance - The company reported a net income of $535,209 for the period from May 1, 2023, to December 31, 2023, primarily from interest income of $826,991[84]. - The company reported a net income of $535,209 for the period from May 1, 2023, to December 31, 2023, with a basic and diluted net income per share of $0.13[184]. - Net income attributable to redeemable common stock was $297,378, resulting in a basic and diluted net income per share of $0.13[228]. - The Company recognized net income of $535,209, with net income attributable to non-redeemable common stock at $237,831, also resulting in a basic and diluted net income per share of $0.13[228]. Assets and Liabilities - As of December 31, 2023, total assets amounted to $71,224,921, with current assets of $718,397 and investments held in a Trust Account of $70,506,524[181]. - The Company has $610,185 in cash and working capital of $486,406 as of December 31, 2023[204]. - As of December 31, 2023, the company had total current liabilities of $231,991, including income tax payable of $170,649[181]. - Total stockholders' deficit was recorded at $(1,743,594) as of December 31, 2023, primarily due to accumulated deficit of $(1,743,798)[186]. - The fair value of investments held in the Trust Account was $70,506,524, classified entirely as Level 1 inputs[256]. Corporate Governance - The board of directors consists of five members, three of whom are independent under SEC and Nasdaq rules[108]. - The audit committee is composed exclusively of independent directors and is responsible for reviewing annual audited financial statements and discussing significant financial reporting issues[111]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other executive officers[115]. - The company intends to form a corporate governance and nominating committee as required by law or NASDAQ rules[117]. - The audit committee includes a member qualified as an "audit committee financial expert" under SEC rules[113]. - The company has established a clawback policy as part of its governance framework[97.1]. - The company has a Code of Ethics in place, reflecting its commitment to ethical business practices[14]. Management and Executive Compensation - Hui Chen has been the Chief Executive Officer and Chairman since May 2023, bringing extensive experience in computer science and law[101]. - Robert L. Labbe has served as Chief Financial Officer since May 2023, with over 30 years of experience in real estate finance[102]. - No executive officer has received cash compensation for services rendered to the company[140]. - The company has not entered into any employment agreements with its executive officers[139]. - Officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with business activities, with no limit on the amount reimbursable[141]. - The company has agreed to indemnify its directors and officers to the fullest extent authorized by Delaware law[131]. - The company has purchased a policy of directors' and officers' liability insurance[132]. Business Strategy and Operations - The company is focused on identifying target businesses in the financial technology sector in Asia, excluding China, Hong Kong, and Macau[80]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[190]. - The company must complete its initial Business Combination with target businesses having an aggregate fair market value equal to at least 80% of the Trust Account funds[194]. - The Trust Account will only release funds upon the completion of the initial Business Combination or liquidation, with a total of $69,690,000 deposited[193]. - The Company may extend the Combination Period for a Business Combination up to 21 months by depositing $690,000 for each extension, totaling $1,380,000 for two extensions[199]. - If the Company fails to complete a Business Combination within the Combination Period, it will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[201]. - The Initial Stockholders have agreed to waive their redemption rights concerning the Founder Shares and Private Shares in connection with a Business Combination[198]. Audit and Internal Controls - The company's disclosure controls and procedures were evaluated as ineffective as of December 31, 2023[97]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[98]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[99]. - The audit was conducted in accordance with PCAOB standards, ensuring reasonable assurance about the financial statements being free of material misstatement[177]. - The independent auditor has served the company since 2023, indicating a stable auditing relationship[179]. - The audit committee will preapprove all auditing services and permitted non-audit services to be performed by the auditors going forward[163]. Tax and Regulatory Matters - The Company is subject to a new 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022, applicable to transactions after December 31, 2022[208]. - The income tax provision for the period from May 1, 2023, through December 31, 2023, was $170,649[260]. - The company's effective income tax rate was 26.30%, influenced by a valuation allowance of 5.30%[261]. - Management established a full valuation allowance due to significant uncertainty regarding the realization of deferred tax assets[262]. - The total deferred tax asset as of December 31, 2023, was $34,389, with a full valuation allowance established[258]. - The company has no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2023[224].

Financial Performance - The company had a net income of $2,949 for the three months ended September 30, 2023, and $3,686 for the period from May 1, 2023, through September 30, 2023, all from interest income [84]. IPO Details - 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 [85]. - A total of $69,690,000 was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds [86]. - The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the IPO, amounting to $1,380,000, and a deferred fee of 3.5% totaling $2,415,000 [96]. Cash and Working Capital - As of September 30, 2023, the company had cash of $262,658 and a working capital deficit of $122,602, which improved to cash of $774,668 and working capital of $767,721 post-IPO [88]. - The company has no off-balance sheet arrangements as of September 30, 2023 [91]. Future Expenses and Concerns - The company expects to incur significant expenses related to being a public company and for due diligence in connection with its business combination efforts [83]. - The company plans to utilize net proceeds from the IPO for its initial business combination and related expenses, including strategic acquisitions and operational financing [87]. - 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 [89]. Debt Obligations - The company has incurred $300,000 under a Promissory Note from the Sponsor, which was repaid on October 11, 2023 [93].