What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-08-19 compared with 2025-05-02 · 33 added, 39 removed, 3 unchanged (96% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

On October 11, 2023, Quetta Acquisition Corporation

(the “Company”) consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”),

which includes full exercise of the underwriter’s over-allotment option.

Each Unit consists of one common stock of the Company,

par value $0.0001 per share (the “Common Stock”) and one-tenth (1/10) of one right (“Right”) to receive one share

of common stock upon the consummation of an initial business combination.

The Units were sold at a price of $10.00 per Unit, generating

gross proceeds to the Company of $69,000,000.

Simultaneously with the closing of the IPO, the Company consummated a private placement

(the “Private Placement”) in which Yocto Investments LLC (the “Sponsor”), purchased 253,045 private units (the

“Private Placement Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,530,450.

The Private Units

were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

October 11, 2023, Quetta Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”)

of 6,900,000 units (the “Units”), which includes full exercise of the underwriter’s over-allotment option.

consists of one common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one-tenth (1/10) of one

right (“Right”) to receive one share of common stock upon the consummation of an initial business combination.

were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $69,000,000.

Simultaneously with the closing of

the IPO, the Company consummated a private placement (the “Private Placement”) in which Yocto Investments LLC (the “Sponsor”),

purchased 253,045 private units (the “Private Placement Units”) at a price of $10.00 per Private Unit, generating total proceeds

of $2,530,450.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions

did not involve a public offering.

The Private Units are identical to the Public Units sold in the Initial Public Offering.

A total of $69,690,000 of the proceeds from the IPO

and the sale of the Private Placement Units were placed in a trust account established for the benefit of the Company’s public shareholders.

We paid a total of $1,380,000 underwriting discounts and commissions and $1,097,729 for other offering costs and expenses (excluding

$690,000 of representative shares at fair value) related to the Initial Public Offering.

In addition, the underwriters agreed to defer

$2,415,000 in underwriting discounts and commissions.

The underwriters reimbursed $690,000 to us for the IPO related expenses.

For a description of the use of the proceeds generated

in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

On January 10, 2025, the Company held a special meeting

of stockholders (the “January Special Meeting”).

During the January Special Meeting, stockholders approved (i) an amendment

to the Company’s amended and restated certificate of incorporation, (ii) an amendment to the Company’s Investment Management

Trust Agreement dated October 5, 2023 and (iii) a proposal to include any entity with its principal business operations in the geographical

regions of China, Hong Kong, and Macau in the Company’s acquisition criteria in its search for a prospective target business for

its business combination.

In connection with the stockholders’ vote at the January Special Meeting, 5,199,297 shares were tendered

for redemption.

As a result, approximately $55,152,224 (approximately $10.608 per share) were removed from the Company’s trust account

to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, since that

As a result, approximately $18,040,430 will remain in the trust account.

Following the redemptions, the Company has 3,747,748 ordinary

shares outstanding.

total of $69,690,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a trust account established

for the benefit of the Company’s public shareholders.

We paid a total of $1,380,000 underwriting discounts and commissions and

$1,097,729 for other offering costs and expenses (excluding $690,000 of representative shares at fair value) related to the Initial Public

In addition, the underwriters agreed to defer $2,415,000 in underwriting discounts and commissions.

The underwriters reimbursed

$690,000 to us for the IPO related expenses.

a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

January 10, 2025, the Company held a special meeting of stockholders (the “January Special Meeting”).

During the January

Special Meeting, stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation, (ii)

an amendment to the Company’s Investment Management Trust Agreement dated October 5, 2023 and (iii) a proposal to include any entity

with its principal business operations in the geographical regions of China, Hong Kong, and Macau in the Company’s acquisition

criteria in its search for a prospective target business for its business combination.

In connection with the stockholders’ vote

at the January Special Meeting, 5,199,297 shares were tendered for redemption.

As a result, approximately $55,152,224 (approximately

$10.608 per share) were removed from the Company’s trust account to pay such holders, without taking into account additional allocation

of payments to cover any tax obligation of the Company, since that date.

As a result, approximately $18,040,430 will remain in the trust

Following the redemptions, the Company has 3,747,748 shares of common stock issued and outstanding.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities