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].

IPO and Trust Account - 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[114] - Following the IPO, approximately $69.69 million was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[115] Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $607,950, primarily due to general and administrative expenses of $723,999[110] - For the six months ended June 30, 2025, the net loss was $801,621, with general and administrative expenses totaling $1,101,101[111] - As of June 30, 2025, the Company had cash of $225,929 and a working capital deficit of $2,134,700[117] - The Company has incurred significant professional costs and transaction costs related to its status as a publicly traded company and potential Business Combination[118] - 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[119] Business Combination and Merger Agreement - The company has extended the deadline to complete its initial business combination to October 10, 2026, allowing for up to 21 one-month extensions[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[105] - The merger agreement includes provisions for KM QUAD to bear 50% of transaction costs incurred by the company, capped at $500,000[105] - The Company has the right to extend the time to complete the KM QUAD Business Combination up to 21 times for one month each time until October 10, 2026, with extension fees totaling $540,000[126] - KM QUAD has wired the first installment of prepaid extension fees amounting to $250,000, with a second installment of $290,000 due by April 20, 2025[127] Revenue and Expenses - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[108] - The company anticipates incurring increased expenses related to being a public company and due diligence for potential business combinations[109] - The Company has entered into an administrative services agreement with a monthly fee of $10,000, which is deferred until the completion of the initial Business Combination[124] - 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[125] Accounting and Financial Reporting - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[121] - The Company has not identified any critical accounting policies and estimates that would materially affect its financial statements[129] - The Company has no off-balance sheet arrangements as of June 30, 2025[120]

IPO and Financial Overview - 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[111]. - As of March 31, 2025, the Company reported a net loss of $193,671, with general and administrative expenses totaling $377,102 and interest income of $280,166[109]. - The Company has a working capital deficit of $1,227,519 as of March 31, 2025, with cash reserves of $243,921[114]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[107]. - The company has no off-balance sheet arrangements as of March 31, 2025, and does not engage in transactions with unconsolidated entities[116]. Trust Account and Business Combination - 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[112]. - The Company has extended the deadline to complete a business combination to October 10, 2026, with the option for monthly extensions[97]. - 5,199,297 shares were tendered for redemption, resulting in approximately $55,152,224 being removed from the trust account[98]. - 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[105]. - The Merger Agreement includes provisions for KM QUAD to bear 50% of certain transaction costs, capped at $500,000[105]. - KM QUAD is responsible for extension fees totaling $540,000 for nine months if the Business Combination is extended[122]. - KM QUAD has wired the first installment of prepaid extension fees amounting to $250,000 and will wire a second installment of $290,000 by April 20, 2025[123]. Costs and Accounting Policies - The Company expects to incur significant costs related to being a public company and pursuing a business combination[115]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[117]. - The company incurred $30,000 in related party fees for administrative services for the three months ended March 31, 2025[120]. - 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[121]. - The company has not identified any critical accounting policies and estimates that could materially affect its financial statements[124]. - Management believes that recently issued accounting pronouncements will not have a material effect on the financial statements[125].

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].

(Amendment No. 1) As filed with the Securities and Exchange Commission on September 14, 2023 Registration No. 333-274098 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 93-1358026 (I.R.S. Employer Identification Number) 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Telephone: (212) 612-1400 (Exact name of registrant as specified in ...