What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-19 · 47 added, 51 removed, 234 unchanged (30% of the section changed)

57 unchanged sentences

$60,000 into the Company’s trust account for each such one-month extension.

connection with the stockholders’ vote at the January Special Meeting, an aggregate of 5,199,297 shares with redemption value of

approximately $55,152,224 (approximately $10.61 per share) were tendered for redemption.

The Company subsequently deposited $60,000 each

time from January 2025 to November 2025 into the Trust Account to extend the date by which the Company can complete an initial business

combination to December 10, 2025.

connection with the stockholders’ vote at the January Special Meeting of stockholders held by the Company on January 10, 2025,

24 unchanged sentences

until February 10, 2025.

Subsequently, the Company deposited $60,000 each time from February 2025 to August 2025 into the trust account

to extend the time the Company has to complete a business combination until September 10, 2025.

Subsequently, the Company deposited $60,000 each time from February 2025 to November 2025 into the trust account

to extend the time the Company has to complete a business combination until December 10, 2025.

Agreement In Connection With KM QUAD Business Combination

February 14, 2025, Quetta entered into entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KM

QUAD, a Cayman Islands company (“KM QUAD”), the parent company of Jiujiang Lida Technology Co., Ltd., a film product

design and manufacturer in China.

Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will

reincorporate by merging with and into Quad Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quetta

(“Quad Global” or the “Purchaser”), and (ii) concurrently with the reincorporation merger, Quad Group Inc., a Cayman Islands exempted

company and wholly-owned subsidiary of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned

subsidiary of Quad Global.

At the effective time of the transaction, KM QUAD’s shareholders and management will receive 30

million ordinary shares of Quad Global.

The shares held by certain KM QUAD’s shareholders will be subject to lock-up

agreements for a period of six months following the closing of the transaction, subject to certain exceptions.

February 14, 2025, Quetta entered into entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KM QUAD,

a Cayman Islands company (“KM QUAD”), the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and

manufacturer in China.

Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will reincorporate by merging

with and into Quad Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quetta (“Quad Global” or

the “Purchaser”), and (ii) concurrently with the reincorporation merger, Quad Group Inc., a Cayman Islands exempted company

and wholly-owned subsidiary of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned subsidiary

of Quad Global.

At the effective time of the transaction, KM QUAD’s shareholders and management will receive 30 million ordinary

shares of Quad Global.

The shares held by certain KM QUAD’s shareholders will be subject to lock-up agreements for a period of

six months following the closing of the transaction, subject to certain exceptions.

the closing of the transactions contemplated by the Merger Agreement, the Company will merge with and into Purchaser, resulting in all

29 unchanged sentences

the second installment of $290,000.

April 29, 2025, the Company reported the death of Brandon Miller, a member of the Company’s board of directors (the “Board”)

and the Chairperson of the Audit Committee.

On the same day, the Board appointed Qi Gong, a current member of the Board, to serve as

Chairperson of the Audit Committee.

The Board also appointed Ping Zhang as a member of the Board, including committee positions on the

Audit Committee, the Compensation Committee, and the Nominating Committee, to fill the vacancy created by Mr.

Miller’s death.

of Operations

1 unchanged sentence

Our activities from May 1, 2023 (inception) through

June 30, 2025 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to

the IPO, identifying a target company for an initial business combination.

September 30, 2025 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent

to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until

3 unchanged sentences

compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the three months ended June 30, 2025, we had net loss of $607,950, which consisted of general and administrative expenses of $723,999,

related party administrative fees of $30,000, franchise tax expense of $10,200 and income tax expense of $37,507, partially offset by

interest income of $193,756.

the six months ended June 30, 2025, we had net loss of $801,621, which consisted of general and administrative expenses of $1,101,101,

related party administrative fees of $60,000, franchise tax expense of $20,200 and income tax expense of $94,242, offset by interest

income of $473,922.

the three months ended June 30, 2024, we had net income of $544,417, which consisted of formation and operational costs of $150,225,

the three months ended September 30, 2025, we had net loss of $34,853, which consisted of general and administrative expenses of $144,254

, related party administrative fees of $30,000, franchise tax expense of $19,880 and income tax expense of $37,056, partially offset

by interest income of $196,337.

the nine months ended September 30, 2025, we had net loss of $836,474, which consisted of general and administrative expenses of $1,245,355

, related party administrative fees of $90,000, franchise tax expense of $40,080 and income tax expense of $ 131,298, partially offset

by interest income of $670,259.

the three months ended September 30, 2024, we had net income of $603,904, which consisted of formation and operational costs of $99,012,

related party administrative fees of $30,000, franchise tax expense of $16,500 and income tax expense of $194,826, offset by interest

income of $944,242.

the six months ended June 30, 2024, we had net income of $1,156,121, which consisted of formation and operational costs of $227,254,

the nine months ended September 30, 2024, we had net income of $1,760,025, which consisted of formation and operational costs of $326,266,

related party administrative fees of $90,000, franchise tax expense of $50,177 and income tax expense of $578,508, offset by interest

36 unchanged sentences

were insufficient to cover such expenses.

of June 30, 2025, the Company had cash of $225,929 and a working capital deficit of $2,134,700.

of September 30, 2025, the Company had cash of $9,068 and a working capital deficit of $2,386,646.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur

15 unchanged sentences

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

April 5, 2012, the JOBS Act was signed into law.

29 unchanged sentences

The Company accrued $30,000 and $30,000 administrative fees due to the Sponsor

on the accompanying balance sheets as of June 30, 2025 and December 31, 2024, respectively.

on the accompanying balance sheets as of September 30, 2025 and December 31, 2024, respectively.

closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

9 unchanged sentences

designated bank account in exchange for a promissory note issued by the Company.

KM QUAD shall wire the second installment of the prepaid

extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in exchange for

a promissory note issued by the Company, provided that the Agreement has not been terminated prior to that date.

If the closing of the

KM QUAD Business Combination does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible

for any extension fees and other related fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month.

closing of the KM QUAD Business Combination or termination of the Agreement occurs prior to October 10, 2025, the Company shall return

the remaining balance of the prepaid extension fees, if any, to KM QUAD on a pro rata basis.

Alternatively, at the closing of the KM

QUAD Business Combination, the Company shall have the right to convert any prepaid extension fees that were paid and not returned into

Purchaser Class A Ordinary Shares at $10.00 per share.

KM QUAD subsequently wired the second installment of

the prepaid extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in

exchange for a promissory note issued by the Company.

If the closing of the KM QUAD Business Combination does not occur prior to October

10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible for any extension fees and other related fees incurred

by the Company beyond October 10, 2025 not to exceed $100,000 per month.

If the closing of the KM QUAD Business Combination or termination

of the Agreement occurs prior to October 10, 2025, the Company shall return the remaining balance of the prepaid extension fees, if any,

to KM QUAD on a pro rata basis.

Alternatively, at the closing of the KM QUAD Business Combination, the Company shall have the right to

convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.

Accounting Policies and Estimates

10 unchanged sentences

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. Management’s Discussion and Analysis