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].
Quetta Acquisition(QETA) - 2023 Q4 - Annual Report