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 250millionto1 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 69millionfromthesaleof6,900,000unitsatapriceof10.00 per unit[136]. - A total of 69,690,000fromtheIPOandprivateplacementproceedswasplacedinatrustaccountforthebenefitofpublicshareholders,with73,115,355 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 15millionforFY2024and30 million for FY 2025[39]. - Yotta terminated the merger agreement with NaturalShrimp due to breaches, including a failure to share costs, and demanded a 3millionterminationfee[42][43].−ThemergeragreementwithDRIVEiTFinancialAutoGroupinvolvesatotalconsiderationof100 million, payable in Yotta's common stock valued at 10pershare[47].−ThetotalconsiderationfortheAcquisitionMergerwithQUADis300 million, payable in newly issued Purchaser Ordinary Shares valued at 10.00pershare[64].−Theinitialbusinesscombinationmustinvolvetargetbusinesseswithanaggregatefairmarketvalueofatleast802,094,096, primarily from interest income of 3,658,889,afteraccountingforvariousexpenses[134].−Thecompanyhasaworkingcapitaldeficitof28,329 and cash of 1,554,737asofDecember31,2024[139].−Thecompanyexpectstoincursignificantcostsrelatedtobeingapubliccompanyandpursuingabusinesscombination[140].−Thecompanyhasincurredandexpectstocontinueincurringsignificantprofessionalcostsrelatedtoitspubliccompanystatusandbusinesscombinationefforts[140].ShareholderandStockInformation−AsofApril7,2025,thecompanyhas3,747,748sharesofCommonStockissuedandoutstanding[206].−HuiChenholds1,970,045shares,representing22.8355,152,224 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].
