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]
Quetta Acquisition Corp(QETAU) - 2025 Q2 - Quarterly Report