What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-23 compared with 2025-04-07 · 37 added, 105 removed, 56 unchanged (72% of the section changed)

4 unchanged sentences

respectively.

of April 7, 2025, there were 3,747,748 of our shares of Common Stock issued and outstanding held by six stockholders of record.

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common

Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

of April 20, 2026, there were 3,747,748 shares of our shares of Common Stock issued and outstanding held by six stockholders of record.

of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common Stock

whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial

46 unchanged sentences

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

of December 31, 2024, a total of $73,115,355 was held in the trust account, $69,690,000 of which is the proceeds from the IPO and Private

Placement and $3,425,355 of which was interest income generated by the proceeds in trust.

a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 - Management’s Discussion

and Analysis of Financial Condition and Results of Operations of this Form 10-K.

February 14, 2025, we entered into an Agreement, by and among QETA, Purchaser, Merger Sub, QUAD, Principal Shareholders, and Mr.

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 CSRC approvals, 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

February 14, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among 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”),

Junan Ke, as representative of the Principal Shareholders of QUAD.

The Merger Agreement contemplated, among other things, (i)

the merger of QETA with and into Purchaser, with Purchaser surviving as the post-closing public company, and (ii) the merger of Merger

Sub with and into QUAD, with QUAD becoming a wholly-owned subsidiary of Purchaser.

The aggregate consideration payable to QUAD shareholders

was $300 million, payable in newly issued Purchaser Ordinary Shares valued at $10.00 per share.

The Merger Agreement also provided for

certain post-closing governance arrangements, including the composition of the post-closing board of directors, and contained customary

representations, warranties and covenants of the parties.

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.

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”).

Pursuant 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 of PubCo.

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

Subject 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.

of Equity Securities by the Issuer and Affiliated Purchasers

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 5. Market for Registrant’s Common Equity