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].

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) | --- | --- | --- | --- | --- | |----- ...

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, 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) | --- | --- | --- | --- | --- | |---------- ...

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, 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) | --- | --- | --- | --- | --- | |--------- ...

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) | --- | |-------------------------- ...

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 Quetta Acquisition Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | |----- ...