What changed in this filing

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Item 1. Business

2026-04-23 compared with 2025-04-07 · 229 added, 334 removed, 314 unchanged (64% of the section changed)

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Our efforts to identify a prospective target

business will not be limited, although the company intends to prioritize the evaluation of businesses in Asia.

the event the KM QUAD Business Combination is not consummated, we will continue to identify a prospective target business.

business are not limited to a particular industry or geographic region, although we have historically intended to prioritize the evaluation

of businesses in Asia.

February 14, 2025, we entered into a Merger Agreement in connection with the proposed KM QUAD Business Combination.

As of December 31,

2025, the KM QUAD Business Combination had not been consummated.

On January 15, 2026, subsequent to December 31, 2025, the parties entered

into a Termination Agreement pursuant to which the Merger Agreement was terminated.

On March 6, 2026, the Company entered into a Business

Combination Agreement with SMART KREATE GROUP LIMITED, SKG Merger Sub 1 Limited, SKG Merger Sub 2 Limited and Smart Kreate Group Limited.

and Competitive Advantage

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involving acquirers and targets located across the U.S.

Sponsor is Yocto Investments LLC and our manager is Ms.

Chen Chen, who is the wife of our chief executive officer.

We will seek to capitalize

on the collective deal-making experience and business connections of our management team.

Chen has been our Chief Executive Officer and Chairman since May 2023.

He has been serving as the Chief Executive Officer and Chairman

of Yotta Acquisition Corporation (Nasdaq:

Sponsor is Yocto Investments LLC, which is controlled by Ms.

Chen Chen, who is the wife of Mr.

Hui Chen, the Company’s former Chief

Executive Officer.

We seek to capitalize on the collective deal-making experience and business connections of our management team.

Chen served as our Chief Executive Officer and Chairman from May 2023 until February 11, 2026.

Chen is no longer serving as our

Chief Executive Officer or Chairman.

He has been serving as the Chief Executive Officer and Chairman of Yotta Acquisition Corporation

YOTA) since December 2021.

Chen is a cross-industry expert in computer science and law.

Chen founded Law Offices of Hui Chen & Associates, PC in 2012, a New York-based law firm.

Chen focuses his practice on patent

prosecution, copyright infringement, and other general intellectual property matters.

Chen has also been an adjunct professor at

Hofstra University since September 2019, where he instructs multiple undergraduate computer science programming courses in Visual C++.

Chen founded Law Offices of

Hui Chen & Associates, PC in 2012, a New York-based law firm.

Chen focuses his practice on patent prosecution, copyright infringement,

and other general intellectual property matters.

Chen has also been an adjunct professor at Hofstra University since September 2019,

where he instructs multiple undergraduate computer science programming courses in Visual C++.

Before joining Hofstra University, Mr.

Chen was an adjunct associate professor at John Jay College of Criminal Justice, Pace University,

Touro College, and Saint Francis College between 2000 and 2018 and was a full-time professor at Technical Career of Institute, College

of Technology from December 2011 to December 2017.

Chen was an adjunct associate professor at John Jay College of Criminal Justice, Pace University, Touro College, and Saint Francis College

between 2000 and 2018 and was a full-time professor at Technical Career of Institute, College of Technology from December 2011 to December

Before forming his law office in 2012, Mr.

Chen worked for multiple Fortune 500 companies.

Chen worked as an Oracle developer at eBay, Inc.

Chen worked as an Oracle developer

at eBay, Inc.

from February 2008 to May 2015.

Chen worked at IBM Global Services, where he

was a solo back-end developer in designing and building the database and back-end process for DHS Inspection Application, from November

2007 to March 2008, and a programmer analyst between March 1998 and May 2004.

Chen worked at IBM Global Services, where he was a solo back-end developer in designing

and building the database and back-end process for DHS Inspection Application, from November 2007 to March 2008, and a programmer analyst

between March 1998 and May 2004.

Chen also worked at MultiPlan Inc.

between June 2005

and February 2008 as a technical lead where he participated in designing new application systems and partnered with external vendors

in coding and implementing new systems by using Java and Oracle PL/SQL.

between June 2005 and February 2008 as a technical lead where

he participated in designing new application systems and partnered with external vendors in coding and implementing new systems by using

Java and Oracle PL/SQL.

Before that, Mr.

Chen worked at Pepsi Cola Inc.

2004 to June 2005, where he designed, coded, implemented, and documented a growth forecasting system and developed an automatic purchasing

Chen received a Bachelor’s degree in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelor’s

degree in HVAC from Technical Career Institutes in 1997, a Master of Science degree in Computer Science from Pace University in 2000,

degree from Cardozo School of Law, Yeshiva University in 2010.

from January 2004 to June 2005, where he designed, coded, implemented,

and documented a growth forecasting system and developed an automatic purchasing system.

Chen received a Bachelor’s degree

in Mechanical Engineering from Shanghai Jiaotong University in 1992, a Bachelor’s degree in HVAC from Technical Career Institutes

in 1997, a Master of Science degree in Computer Science from Pace University in 2000, and his J.D.

degree from Cardozo School of Law,

Yeshiva University in 2010.

Chen has served as our Chief Executive Officer and as a member of our board of directors since February 11, 2026, and is our current

Chief Executive Officer.

Chen, age 34, holds a bachelor’s degree from Xiamen University of Technology.

In connection with his

appointment, the Company entered into an employment agreement (or offer letter) with Mr.

Chen on February 11, 2026, pursuant to which

he is entitled to a base salary of $2,000 per month.

There are no family relationships between Mr.

Zihan Chen and any director or executive

officer of the Company, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K between Mr.

and the Company.

Labbe has been our Chief Financial Officer since May 2023.

He serves as one of our directors as of the date of this report.

He has been serving as the Chief Financial Officer and director of Yotta Acquisition Corporation (Nasdaq:

has been serving as the Chief Financial Officer and director of Yotta Acquisition Corporation (Nasdaq:

YOTA) since December 2021.

Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over thirty (30) years

of experience in real estate.

Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate advisor company, since

January 2010.

Labbe is a real estate veteran and real estate finance attorney licensed in California and New York with over thirty (30) years of experience

in real estate.

Labbe also has been a manager of MCAP Realty Advisors, LLC, a real estate advisor company, since January 2010.

Labbe has been the general counsel of Global Premier Development Inc.

and Global Premier America, LLC, real estate

development companies, from March 2012 to December 2021.

Labbe was a co-founder, general counsel, and managing director of

Lenders Direct Capital, a wholesale lender, and its retail affiliate Lenders Republic Financial, a nationwide mortgage banker, from

May 2003 to December 2007.

Labbe was also a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in

California, from January 2003 to December 2007.

Labbe co-founded First Allegiance Financial, a national specialty finance

company, where he was the president and chairman from September 1996 to December 1998.

First Allegiance Financial was acquired by

City Holding Company, a financial holding company, for approximately $22 million in 1997.

Labbe received his Bachelor’s

degree in Civil Law (B.C.L.) and Bachelor of Laws degree (LL.B.) from McGill University in 1982 and 1983, respectively.

also received his Diplome d’Etude Collegiale St.

Lawrence College (Quebec) in 1978.

Labbe is a licensed broker with the

California Department of Real Estate since 1990.

Labbe also holds the UC Irvine Extension Light Construction and Development

Management Program Certificate.

Miller has been serving as one of our independent directors since October 2023.

He has been serving as a member of the board of directors

of Yotta Acquisition Corporation (Nasdaq:

YOTA) since April 2022.

Miller has been the managing partner at Aspect Property Management

LLC, a property management company in Connecticut, since January 2015.

Before joining Aspect Property Management LLC, Mr.

a decade in the consulting industry at Matté & Company, a private and public sector consulting company from January 2005 to

January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services.

a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005.

Miller is presently a certified

manager of community associations (“CMCA”) and an association management specialist (“AMS”).

Miller received

his Bachelor’s degree in Finance from the University of Bridgeport in 1986 and studied in Mechanical Engineering at North Carolina

State University from 1980 to 1983.

and Global Premier America, LLC, real estate development companies,

from March 2012 to December 2021.

Labbe was a co-founder, general counsel, and managing director of Lenders Direct Capital, a wholesale

lender, and its retail affiliate Lenders Republic Financial, a nationwide mortgage banker, from May 2003 to December 2007.

was also a co-founder and partner at Mazda Butler LLP, a commercial and real estate law firm in California, from January 2003 to December

Labbe co-founded First Allegiance Financial, a national specialty finance company, where he was the president and chairman

from September 1996 to December 1998.

First Allegiance Financial was acquired by City Holding Company, a financial holding company, for

approximately $22 million in 1997.

Labbe received his Bachelor’s degree in Civil Law (B.C.L.) and Bachelor of Laws degree (LL.B.)

from McGill University in 1982 and 1983, respectively.

Labbe also received his Diplome d’Etude Collegiale St.

Lawrence College

(Quebec) in 1978.

Labbe is a licensed broker with the California Department of Real Estate since 1990.

Labbe also holds the UC

Irvine Extension Light Construction and Development Management Program Certificate.

McCabe has been serving as one of our independent directors since October 2023.

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of Yotta since April 2024.

has served as one of our independent directors since April 29, 2025.

Since November 2020, Mr.

Zhang has served as the General Manager

of Green Leaf Air Freight Inc., a U.S.-based investment and air freight company.

Prior to this role, he founded Shanghai Tongli Advertising

Co., Ltd., an advertising company, and served as its General Manager from February 2006 to November 2020.

Earlier in his career, Mr.

Zhang founded Hunan Silver Fox Advertising Company, an advertising company in China, and served as its General Manager.

served as a member of the board of directors of Quartzsea Acquisition Corporation (Nasdaq:

QSEA) since November 2024.

our initial public offering (the “IPO”), which was consummated on October 11, 2023, our sole business activity has been identifying

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We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our

Our current activities aim to consummate the KM QUAD Business Combination.

Our current activities previously focused on consummating the KM QUAD Business Combination.

However, as disclosed elsewhere in this report, the Merger Agreement was terminated on January 15, 2026, and we are

no longer pursuing the KM QUAD Business Combination.

We will not limit our search of potential targets

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past performance of our management team, or their respective affiliates, is not a guarantee either (i) of success with respect to any

business combination we may consummate or (ii) in the event the KM QUAD Business Combination is not consummated, that we will be able

to identify another suitable candidate for our initial business combination.

business combination we may consummate or (ii) of our ability to identify another suitable candidate for our ability to identify another suitable candidate for

our initial business combination following the termination of the KM QUAD Business Combination.

No member of our management team has been an officer or

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Business Strategy and Acquisition Criteria

the event the KM QUAD Business Combination is not consummated, we will continue to search for a target company.

We intend to focus our

efforts on identifying and completing our initial business combination with a company that aligns with our team’s experiences,

expertise and network of relationships.

Our business strategy is focused on potential acquisition targets that exhibit compelling long-term

growth potential and highly defensible market positions.

Our experience with Asia is a key differentiator for us compared to other blank

check companies, the majority of which we believe are seeking business combinations exclusively in the U.S.

We believe this will allow

us to generate a truly differentiated pipeline of acquisition opportunities and lead to executing a business combination with an attractive

target company more quickly, efficiently, and under better terms than our competitors.

believe that targeting companies in Asia are compelling because there is a significant pool of high-quality private companies that could

benefit from going public in the United States.

We expect that the financial technology sector will continue to have a strong growth

trajectory due to recent trends including increasing digitization, the adoption and advancement of new technology, and changes in consumer

We believe Asia in particular represents a compelling market environment with significant growth opportunities and favorable

trends within the financial technology industry.

We believe that the COVID-19 pandemic and Asia’s growing market has enabled consumer

adoption of financial technology to accelerate, creating massive opportunities for our team to capitalize on.

Given the high level of

business formation and development in Asia, and the number of high-quality emerging companies seeking access to the US capital markets

in our network, we believe that we will be able to engage with many leading and Asia-based companies interested in a business combination.

our initial public offering (the “IPO”), which was consummated on October 11, 2023, our sole business activity has been identifying

and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have had losses since inception from incurring

formation and operating costs.

We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our

During the year ended December 31, 2025, our activities were primarily focused on the proposed KM QUAD Business Combination.

As of December 31, 2025, the KM QUAD Business Combination had not been consummated.

Subsequent to December 31, 2025, on January 15, 2026,

subsequent to December 31, 2025, the parties entered into a Termination Agreement pursuant to which the Merger Agreement was terminated.

On March 6, 2026, the Company entered into a Business Combination Agreement with SMART KREATE GROUP LIMITED, SKG Merger Sub 1 Limited,

SKG Merger Sub 2 Limited and Smart Kreate Group Limited.

believe that targeting companies with operations in Asia may present compelling opportunities because there is a significant pool of

private companies that could benefit from access to the U.S.

capital markets.

We believe that Asia represents an attractive market environment

with growth opportunities across a range of industries and that our management team’s experience, relationships and cross-border

transaction expertise may assist us in identifying and evaluating potential business combination targets.

Given the high level of business

formation and development in Asia, and the number of emerging companies seeking access to the U.S.

capital markets, we believe that we

may be able to engage with attractive target businesses interested in a business combination.

have identified the following general criteria and guidelines as we evaluate prospective target companies.

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Acquisition Corporation

March 8, 2021, our management co-founded Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), a special purpose

acquisition company incorporated for the purposes of effecting a business combination.

On April 22, 2022, Yotta consummated its initial

public offering of 11,500,000 units (including 1,500,000 units issued upon the full exercise of the over-allotment option), each unit

consisting of one share of common stock and one-tenth (1/10) of one right, for an offering price of $10.00 per unit.

Its units, common

stock and rights are currently traded on Nasdaq under symbols “YOTAU”, “YOTA” and “YOTAR,” respectively.

October 24, 2022, Yotta entered into a certain merger agreement (the “Merger Agreement”) by and among NaturalShrimp Incorporated

(“NaturalShrimp”), a Nevada corporation, Yotta, and Yotta Merger Sub, Inc.

(“MergerSub”), a Nevada corporation

and wholly-owned subsidiary of Yotta.

At the closing of the merger in consideration, Yotta will issue 17.5 million shares of its common

stock, par value $0.0001 per share, to the former security holders of Yotta.

Following the closing of the merger, the former security

holders of NaturalShrimp will be entitled to receive up to 10,000,000 additional shares of Yotta’s common stock if, following the

closing of the merger, NaturalShrimp meets or exceeds either of two annual revenue thresholds for each of the fiscal years ending on

March 31, 2024 and March 31, 2025.

After the closing of the merger, if NaturalShrimp meets or exceeds $15,000,000 in revenue (per its

audited financial statements) for the fiscal year ending March 31, 2024, then Yotta will issue 5,000,000 shares of Yotta’s common

stock to the former security holders of NaturalShrimp.

If NaturalShrimp meets or exceeds $30,000,000 in revenue (per its audited financial

statements) for the fiscal year ending March 31, 2025, then Yotta will issue 5,000,000 shares of its common stock to the former security

holders of NaturalShrimp.

a special meeting of stockholders held on April 19, 2023, Yotta’s stockholders approved Yotta to enter into an amendment to the

Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (the “Trust Amendment”) dated as

of April 19, 2023.

Pursuant to the Trust Amendment, Yotta has the right to extend time to complete its business combination (the “Business

Combination Period”) under the Trust Agreement for a period of 12 months from April 22, 2023 to April 22, 2024 and to the extent

Yotta’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period, by depositing $120,000

for each such one-month extension into Yotta’s trust account.

Yotta filed an amendment to its Amended and Restated Certificate

of Incorporation with the Delaware Secretary of State on April 19, 2023 giving Yotta the right to extend the Business Combination Period

from April 22, 2023 to April 22, 2024.

April 21, 2023, May 17, 2023 and June 20, 2023, Yotta deposited $120,000 each time (an aggregate of $360,000) into its trust account

in order to extend the period of time it has to complete a business combination for an additional one (1) month period, respectively.

The purpose of the extensions is to provide more time for Yotta to complete a business combination.

a letter dated August 10, 2023 (the “Termination Letter”), Yotta informed NaturalShrimp that it was terminating the Merger

The termination of the Merger Agreement was due to breaches by NaturalShrimp of its obligations thereunder including, but

not limited to, NaturalShrimp’s obligation to share the costs associated with the extension of the deadline by which Yotta must

complete an initial business combination.

Although the payments were to be shared equally, NaturalShrimp failed to provide its portion

despite being notified of its obligation to do so.

NaturalShrimp

has not responded to the Termination Letter but previously sent a notification that it was terminating the Merger Agreement.

Yotta rejected

that purported termination as it does not believe NaturalShrimp has a legal basis under the Merger Agreement to terminate it.

pursuant to Section 10.2(b) of the Merger Agreement, NaturalShrimp was not authorized to terminate the Merger Agreement when it was in

breach of its terms.

Yotta also included in the Termination Letter a demand for the $3 million termination fee due to it under the terms

of the Merger Agreement.

September 22, 2023, and August 22, 2024, Yotta held special meetings of stockholders (the “September Special Meeting” and

the “August Special Meeting,” respectively).

During the September Special Meeting, stockholders approved the extension of

period Yotta has to consummate a business combination from September 22, 2023, to August 22, 2024, without the requirement to deposit

additional funds into the Trust Account.

In connection with the stockholders’ vote at the special meeting, an aggregate of 3,358,759

shares with redemption value of approximately $35,797,997 (or $10.66 per share) of Yotta’s common stock were tendered for redemption;

the entire amount was paid to the redeemed public stockholders on October 16, 2023.

the August Special Meeting, stockholders approved the extension of period Yotta has to consummate a business combination from August

22, 2024 to October 22, 2025 on a monthly basis by depositing an amount equal to $0.04 multiplied by the number of shares of common stock

sold to the public in the IPO and that remain outstanding after giving effect to the shares that were redeemed in connection with the

August Special Meeting.

In connection with the stockholders’ vote at the August Special Meeting, an aggregate of 262,231 shares

with redemption value of approximately $2,956,393.95 (or $11.27 per share) of Yotta’s common stock were tendered for redemption.

Yotta subsequently deposited $18,564.20 into the Trust Account per month to extend the date by which Yotta can complete an initial business

combination until November 22, 2024 (or up to October 22, 2025 if the business combination period is extended in accordance with the

terms of Yotta’s charter).

August 20, 2024, Yotta entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Yotta, Yotta Merger

Sub Inc., a Maryland corporation and a wholly-owned subsidiary of Yotta (“Merger Sub”), and DRIVEiT Financial Auto Group,

Inc., a Maryland corporation (the “DRIVEiT”).

The Merger Agreement provides that, among other things and upon the terms and

subject to the conditions thereof, the following transactions will occur, and in accordance with Maryland General Corporation Law.

Sub will merge with and into DRIVEiT, the separate corporate existence of Merger Sub will cease, and DRIVEiT will be the surviving corporation

and a wholly-owned subsidiary of Yotta.

Yotta will be renamed “DRIVEiT Financial Auto Group, Inc.” The Business Combination

is expected to be consummated after obtaining the required approval by the stockholders of Yotta and DRIVEiT and the satisfaction of

certain other customary closing conditions.

total consideration to be paid at the Closing of the Business Combination by Yotta to DRIVEiT security holders will be an amount equal

to $100,000,000 (“Merger Consideration”).

The Merger Consideration will be payable in shares of common stock, par value $0.0001

per share, of Yotta, valued at $10 per share.

board of directors of Yotta has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the

other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders

to the Merger Agreement, DRIVEiT deposited $1,100,000 into Sponsor’s operating account to repay indebtedness owed to the Sponsor

of Yotta and $400,000 into Yotta’s operating account to cover merger related transaction costs.

Acquisition Corporation (“Yotta”), a Delaware corporation, was a special purpose acquisition company formed for the purpose

of effecting a business combination.

Yotta consummated its initial public offering on April 12, 2022, and its units began trading on

The Nasdaq Stock Market LLC.

subsequently entered into certain business combination agreements, which were not consummated.

member of our management are officers and/or directors of Yotta, including Mr.

Hui Chen serves as Chairman and CEO, Mr.

serves as the CFO and director, and each of Mr.

Brandon Miller, Mr.

Labbe serves as the CFO and director, and each

McCabe and Ms.

Qi Gong serves as an independent director,

and each of the foregoing own fiduciary duties under Delaware general corporate law to Yotta.

For more details about our management’s

conflict of interests, see “Management-Conflicts of Interest” of this annual report on Form 10-K.

Qi Gong serves as an independent director, and each of the foregoing own fiduciary

duties under Delaware general corporate law to Yotta.

For more details about our management’s conflict of interests, see “Management-Conflicts

of Interest” of this annual report on Form 10-K.

evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and

43 unchanged sentences

Business Combination

we have nine (9) months from the closing of our IPO to consummate our initial business combination (“Combination Period”).

If we anticipate that we may not be able to consummate our initial business combination within nine (9) months from the closing of our

IPO, we may, but are not obligated to, if requested by our Sponsor or its affiliates, extend Combination Period up to two times by an

additional three months each time for a total of up to fifteen (15) months by depositing $600,000 (or $690,000 if the underwriters’

over-allotment option is exercised in full) in connection with each such extension into our trust account (the “Paid Extension

In addition, we will be entitled to an automatic six-month extension to complete a business combination (the “Automatic

Extension Period”) if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business

we had nine (9) months from the closing of our IPO to consummate our initial business combination (“Combination Period”).

If we anticipated that we might not be able to consummate our initial business combination within nine (9) months from the closing of

our IPO, we could, but were not obligated to, if requested by our Sponsor or its affiliates, extend the Combination Period up to two

times by an additional three months each time for a total of up to fifteen (15) months by depositing $600,000 (or $690,000 if the underwriters’

over-allotment option was exercised in full) in connection with each such extension into our trust account (the “Paid Extension

In addition, we were entitled to an automatic six-month extension to complete a business combination (the “Automatic

Extension Period”) if we had executed a letter of intent, agreement in principle or definitive agreement for an initial business

combination during the Combination Period or Paid Extension Period.

If we are unable to consummate our initial business combination within

such time period, we will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of our outstanding

public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the

funds held in the trust account and not previously released to us or necessary to pay our taxes, and then seek to liquidate and dissolve.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of

our public shareholders.

In the event of our liquidation and subsequent dissolution, the public and private rights will expire and will

be worthless.

October 18, 2024, the Company entered into a non-binding letter of intent (“LOI”) with QUAD regarding a potential business

combination (the “Proposed Transaction”).

The LOI is non-binding and no agreement providing for any Proposed Transaction

or any other transaction or the participation by either party therein will be deemed to exist unless and until definitive agreements

have been executed.

As a result of the execution of the LOI, the deadline by which the Company must complete its initial business combination

has been extended to January 10, 2025.

Pursuant to the Company’s governing documents, the execution of the LOI triggered

the Automatic Extension Period, and as a result, , the deadline by which the Company was required to complete its initial business combination

was extended to January 10, 2025.

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

During the January

Special Meeting, stockholders approved the proposal to amend Company’s amended and restated certificate of incorporation and Trust

Agreement to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026

(thirty six (36) months from the consummation of the IPO), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing

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

Additionally, stockholders approved the proposal to

include any entity with its principal business operations in the geographical regions of the People’s Republic of China, the Hong

Kong special administrative region, and the Macau special administrative region in the Company’s acquisition criteria in its search

for a prospective target business for its business combination.

Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination.

in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company

elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall

be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent (3%) (the “ Cure Period ”).

If the Company fails to make any applicable past due payment during the Cure

Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with

the same effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the

previously disclosed in the Company’s current reports on Forms 8-K filed on February 14, 2025, on February 14, 2025, we entered

into an Agreement, by and among QETA, Purchaser, Merger Sub, QUAD, Principal Shareholders, and Mr.

Junan Ke, as representative of the

Principal Shareholders of QUAD.

The Agreement provides that, among other things and upon the terms and subject to the satisfaction of

certain customary conditions, the KM QUAD Business Combination shall be consummated, and in accordance with the terms and conditions

as further specified under this section entitled “Initial Business Combination”.

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

becoming shareholders of the Purchaser as described under the below section titled “Redomestication Merger.” Concurrently

therewith, Merger Sub will merge with and into QUAD, resulting in Purchaser acquiring 100% of the issued and outstanding equity securities

of QUAD (the “Acquisition Merger”).

Upon the closing of the Acquisition Merger, the ordinary shares of Purchaser issued shall

consist of class A ordinary shares (“Purchaser Class A Ordinary Shares”) and class B ordinary shares (“Purchaser Class

B Ordinary Shares,” together with Purchaser Class A Ordinary Shares, “Purchaser Ordinary Shares”) where each Purchaser

Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to a vote at general and special meetings of the post-closing

company and each Purchaser Class B Ordinary Share shall be entitled to 10 votes on all matters subject to a vote at general and special

meetings of the post-closing company.

aggregate consideration to be paid to QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued Purchaser

Ordinary Shares (the “Closing Payment Shares”), valued at $10.00 per share.

the parties agreed that immediately following the closing the Acquisition Merger, Purchaser’s board of directors will consist of

five (5) directors.

QETA will designate, or cause to be designated, one (1) director, who shall be deemed independent in accordance with

Nasdaq requirements and QUAD will designate, or cause to be designated, four (4) of the directors, two (2) of which shall be deemed independent

in accordance with Nasdaq requirements.

The officers of QUAD shall continue to serve as officers of the post-closing company.

the Redomestication Effective Time, QETA will be merged with and into Purchaser, the separate corporate existence of QETA will cease

and Purchaser will continue as the surviving corporation (the “Redomestication Merger”).

In connection with the Redomestication

Merger, QETA’s issued and outstanding units shall separate into its individual components of one share of common stock and one-tenth

(1/10) of one right, and all units shall cease to be outstanding and shall automatically be canceled, and each of QETA’s issued

and outstanding securities will be converted into an equivalent amount of Purchaser’s securities:

(i) Each share of QETA common

stock will be converted automatically into one Purchaser Class A Ordinary Share;

and (ii) Each right to acquire one share of QETA common

stock will be converted automatically into one right to acquire one Purchaser Class A Ordinary Share.

At the Closing of the Mergers,

all Purchaser Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist.

of Purchaser Rights instead will receive one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right.

the Agreement, QUAD and Principal Shareholders make certain representations and warranties (with certain exceptions set forth in the

disclosure schedule to the Agreement) relating to, among other things:

(a) proper corporate organization of QUAD and its affiliates and

subsidiaries and similar corporate matters;

(b) authorization, execution, delivery and enforceability of the Agreement and other transaction

(c) neither the execution, delivery nor performance of the Agreement need any consent, approval, license or other action of

any government authority;

(d) absence of conflicts;

(e) capital structure;

(f) accuracy of charter documents and corporate records;

required consents and approvals;

(h) financial information;

(i) absence of certain changes or events;

(j) title to assets and properties;

(k) material contracts;

(l) ownership of real property;

(m) licenses and permits;

(n) compliance with laws;

(o) ownership of intellectual

(p) customers and suppliers;

(q) employment and labor matters;

(r) taxes matters;

(s) environmental matters;

(t) that QUAD

is not an investment company;

(u) no Action pending or threatened against QUAD;

and (v) other customary representations and warranties.

the Agreement, Purchaser Parties make certain representations and warranties relating to, among other things:

(a) proper corporate organization

and similar corporate matters;

(b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents;

(d) Non-Contravention;

(e) capital structure;

(f) validity of share issuance;

(g) trust fund

amount as of the Effective Time;

(h) validity of Nasdaq Stock Market listing;

(i) SEC filing requirements and financial statements;

(k) compliance with laws;

(l) material contracts;

(m) not an investment company;

and (n) other customary representations

and warranties.

parties have made customary representations, warranties and covenants in the Agreement, including, among other things, covenants with

respect to the conduct of QUAD and its affiliates/subsidiaries prior to the closing of the business combination.

The parties have also

agreed to customary “no shop” obligations.

Agreement also contains covenants providing for, among other things:

shall prepare with the assistance, cooperation and commercially reasonable efforts of QUAD, and file with the SEC the Registration

Statement in connection with the registration under the Securities Act of Purchaser Ordinary Shares to be issued in the Mergers,

which Registration Statement will also contain a proxy statement of QETA;

shall bear (i) 50% of the Transaction Costs incurred by QETA, excluding any amounts payable at Closing from the Trust Account, provided

that QUAD’s obligation to pay such Transaction Costs incurred by QETA shall not exceed $500,000 in total;

(ii) 50% of the expenses

incurred by QETA in connection with maintaining ongoing public company responsibilities, provided that QUAD’s obligation to

pay such Public Company Expenses incurred by QETA shall not exceed $100,000 in total;

and (iii) the extension fees of QETA covering

nine extensions over nine months, in the total amount of $540,000.

If the Closing does not occur prior to October 10, 2025 due to

a delay in obtaining approvals from the China Securities Regulatory Commission (the “CSRC”), QUAD shall be responsible

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

rights to exculpation, indemnification and advancement of expenses existing in favor of D&O indemnified persons shall survive

the closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable

with the execution of the Agreement on February 14, 2025, the Company and certain shareholders of QUAD entered into a support agreement,

pursuant to which each such shareholder agreed to vote in favor of the business combination, subject to the terms of such shareholder

At the January Special

Meeting, stockholders approved proposals to amend the Company’s amended and restated certificate of incorporation and trust agreement

to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026, on a month-by-month

basis, by up to twenty-one (21) one-month extensions, by depositing $60,000 into the Company’s trust account for each such one-month

Stockholders also approved a proposal to include any entity with its principal business operations in the geographical regions

of the People’s Republic of China, the Hong Kong special administrative region and the Macau special administrative region in the

Company’s acquisition criteria in its search for a prospective target business for its business combination.

connection with the January Special Meeting, holders of 5,199,297 shares of the Company’s common stock exercised their right to

redeem such shares for a pro rata portion of the funds held in the trust account.

As a result, approximately $55.2 million was removed

from the trust account to pay such redeeming stockholders, and approximately $18.0 million remained in the trust account following such

the January Special Meeting, the Company had until October 10, 2026 to consummate a business combination, subject to making the applicable

monthly extension deposits.

In addition, in the event that the Company failed to timely make a required monthly extension payment, the

Company would have a forty-five (45) day cure period to make such payment, together with accrued but unpaid interest thereon at a rate

of three percent (3%).

If the Company failed to make any applicable past due payment during the cure period, the Company would cease

all operations except for the purpose of winding up and would redeem the public shares and liquidate with the same effect as if the Company

had failed to complete a business combination within the applicable time period.

previously disclosed in the Company’s Current Reports on Form 8-K filed with the SEC on February 14, 2025, on February 14, 2025,

the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Quetta Acquisition Corporation,

a Delaware corporation (“QETA”), Quad Global Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of QETA

(“Purchaser”), Quad Group Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger

Sub,” together with QETA, Purchaser, the “Purchaser Parties”), KM QUAD, a Cayman Islands exempted company (“QUAD”),

certain shareholders of QUAD (“Principal Shareholders”), and Mr.

Junan Ke, as representative of the Principal Shareholders

The Merger Agreement provided that, among other things and upon the terms and subject to the satisfaction or waiver of certain

customary conditions, the transactions contemplated thereby would be consummated (the “KM QUAD Business Combination”), in

accordance with the terms and conditions set forth therein.

of December 31, 2025, the KM QUAD Business Combination had not been consummated.

Subsequent to December 31, 2025, on January 15, 2026,

the parties entered into a Termination Agreement pursuant to which the Merger Agreement was terminated by mutual consent.

Agreement with Smart Kreate Group Limited

March 6, 2026, Quetta, SMART KREATE GROUP LIMITED, an exempted company limited by shares incorporated under the laws of the Cayman Islands

(“PubCo”), SKG Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands

and a wholly owned subsidiary of PubCo (“Merger Sub 1”), SKG Merger Sub 2 Limited, a business company with limited liability

incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of PubCo (“Merger Sub 2”), and Smart

Kreate Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“SKG”),

entered into a Business Combination Agreement (the “BCA”).

to the BCA, the parties will consummate a business combination transaction (the “Business Combination”) through the following

transactions:

(i) Quetta will merge with and into Merger Sub 1 (the “Initial Merger”), with Merger Sub 1 surviving the Initial

Merger and becoming a wholly owned subsidiary of PubCo;

and (ii) immediately following the Initial Merger, Merger Sub 2 will merge with

and into SKG (the “Acquisition Merger”), with SKG surviving the Acquisition Merger and becoming a wholly owned subsidiary

The transaction values merger at an enterprise value of US$200 million.

to, and in accordance with, the terms and conditions of the BCA, in connection with the Initial Merger, (i) every issued and outstanding

share of common stock of QETA will automatically be cancelled in exchange for one PubCo Class A ordinary share and (ii) each issued and

outstanding right of QETA will cease to exist and be assumed by PubCo and converted automatically into a right to purchase one PubCo

Class A ordinary share on substantially the same terms (the “Rights”).

BCA may be terminated under customary and limited circumstances prior to the closing of the Business Combination, including, but

not limited to:

(i) by mutual written consent of QETA and SKG, (ii) by either QETA and SKG if the Business Combination is not

consummated by the 270th day after the date of the BCA and the delay in closing beyond such date is not due to the breach of the BCA

by the party seeking to terminate, (iii) by either QETA or SKG if there is a final and nonappealable order prohibiting the Business

Combination, (iv) by QETA if the representations and warranties of SKG are not true and correct at the standards specified in the

BCA or if SKG fails to perform any covenant or agreement set forth in the BCA such that certain conditions to closing cannot be satisfied

and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable,

are not cured or cannot be cured within certain specified time periods, (v) by SKG if the representations and warranties of QETA are

not true and correct at the standards specified in the BCA or if QETA fails to perform any covenant or agreement set forth in the BCA

such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure

to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (vi) by

QETA if the Business Combination and other related proposals are not approved by SKG’s shareholders, and (vii) by SKG if the

Business Combination and other related proposals are not approved by QETA’s stockholders.

Support Agreement

foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms

and conditions of the actual agreement, a copy of which is filed as Exhibit 10.9 hereto.

around the date of the BCA, certain shareholders of SKG entered into Shareholder Support Agreements with QETA, SKG and PubCo (the “Shareholder

Support Agreement”), pursuant to which each such shareholder of the Company has agreed to, among other things, (i) vote all Company

shares held by such shareholder in favor of the transactions contemplated by the BCA and the other transaction documents, (ii)

vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions contemplated by

the BCA, (iii) not transfer any share of SKG until termination of the Shareholder Support Agreement, and (iv) within certain periods

of time from the closing of the Business Combination and subject to certain exceptions, not sell, transfer, tender, grant, pledge,

assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize

a derivative to transfer the economic interest in any of the shares of PubCo issued in connection with the Acquisition Merger or upon

settlement of equity awards issued by PubCo.

Support Agreement

with the execution of the Business Combination Agreement, QETA, PubCo, SKG, the Sponsor and certain directors and officers of QETA listed

thereto entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has

agreed to, among other things, (i) vote all QETA shares held by Sponsor in favor of the transactions contemplated by the BCA and

the other transaction documents and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably

likely to in any material respect impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer

any share of QETA until termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar

protection with respect to any shares of QETA, and (v) not elect to have any share of QETA redeemed in connection with the Business

Each of the Sponsor and the directors of QETA has also agreed, within certain periods of time from the closing of the Business

Combination and subject to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including

by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest

in any of the PubCo Class A ordinary shares and PubCo Rights (as applicable) acquired in connection with the Initial Merger and PubCo

Class A ordinary shares received upon the exercise of any PubCo Rights (as applicable).

The Sponsor Support Agreement also provides

for certain put and call rights between PubCo and the Sponsor with respect to certain PubCo Class A ordinary shares held by the Sponsor

following the closing of the Business Combination, and provides for the allocation and sharing of certain deferred underwriting

fees of QETA between SKG and the Sponsor, in each case subject to the terms and conditions set forth therein.

initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least

85 unchanged sentences

trust account or (ii) vote (a) on any initial business combination or (b) to approve a further amendment to our amended and restated

certificate of incorporation to (x) extend the time we have to consummate a business combination beyond thirty six (36) months from the

consummation of the IPO or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated

certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares.

certificate of incorporation to (x) extend the time we have to consummate a business combination beyond October 10, 2026 or (y) amend

the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we

offer our public stockholders the opportunity to redeem their public shares.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities

23 unchanged sentences

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held

by non-affiliates exceeds $250 million as of the prior June 30 th , or (2) our annual revenues exceed $100 million during such

completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last completed fiscal

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated

financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value

of our common stock held by non-affiliates exceeds $250 million as of the prior June 30 th , or (2) our annual revenues

exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700

million as of the last completed fiscal year.

currently maintain our principal executive offices at 1185 6th, Suite 353, New York, NY 10036.

9 unchanged sentences

do not intend to have any full time employees prior to the consummation of our initial business combination.

is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated

are no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated

against us or any members of our management team in their capacity as such, and we and the members of our management team have not been

2 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-K

Item 1. Business