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].
Quetta Acquisition Corp(QETAU) - 2025 Q3 - Quarterly Report