What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 232 added, 241 removed, 523 unchanged (47% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current Assets

Prepaid expenses and other assets

Prepaid franchise and income taxes

Other current asset

Total Current Assets

Investments held in Trust Account

Cash and investments held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

2 unchanged sentences

Due to related party

Other Liability

Accounts payable and accrued expenses

Franchise tax payable

Income tax payable

Excise tax payable

8 unchanged sentences

20,000,000 shares authorized;

1,700,703 and 6,900,000 shares issued and outstanding at redemption value of $ 11.18 and $ 10.60 as of September 30, 2025 and December 31, 2024, respectively

1,700,703 shares issued and outstanding at redemption value of $ 11.56 and $ 11.34 as of March 31, 2026 and December 31, 2025, respectively

Stockholders’ Deficit

1 unchanged sentence

20,000,000 shares authorized;

2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively)

2,047,045 shares issued and outstanding (excluding 1,700,703 shares subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively)

Accumulated deficit

9 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operation costs

2 unchanged sentences

Loss from operations

( 1,375,435 )

Other Income:

Interest income

Interest earned on investments held in Trust Account

Interest earned on cash and investments held in Trust Account

Income (loss) before income taxes

9 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three and Nine Months ended in September 30, 2025

the Three Months ended in March 31, 2026

Stockholders’

4 unchanged sentences

Extension fees attributable to common stock subject to redemption

Excise tax imposed on common stock redemptions

Balance–March 31, 2026

1 unchanged sentence

$ ( 5,494,249 )

Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Balance–June 30, 2025

$ ( 4,530,159 )

$ ( 4,529,955 )

Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Balance–September 30, 2025

$ ( 4,883,720 )

$ ( 4,883,516 )

the Three and Nine Months ended in September 30, 2024

the Three Months ended March 31, 2025

Stockholders’

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Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Excise tax imposed on common stock redemptions

Balance–March 31, 2025

1 unchanged sentence

$ ( 3,598,387 )

Remeasurement of common stock subject to possible redemption

Balance–June 30, 2024

$ ( 2,019,940 )

$ ( 2,019,736 )

$ ( 2,019,940 )

$ ( 2,019,736 )

Remeasurement of common stock subject to possible redemption

Balance–September 30, 2024

$ ( 2,145,425 )

$ ( 2,145,221 )

$ ( 2,145,425 )

$ ( 2,145,221 )

accompanying notes are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash Flows from Operating Activities:

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Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on investments held in Trust Account

( 2,790,337 )

Interest earned on cash and investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Prepaid franchise and income taxes

Accounts payable and accrued expenses

1 unchanged sentence

Franchise tax payable

Due to related party

Excise tax payable

Due to related party - administrative fee

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Cash withdrawn from Trust Account to pay taxes

Net cash provided by investing activities

Net cash provided by (used in) investing

Cash Flows from Financing Activities:

Due to related party

Payment to redeemed public stockholders

( 55,152,224 )

Proceeds from SKG

Proceeds from promissory note - related party

Proceeds from promissory note - KM QUAD

Net cash used in financing activities

Net cash provided by (used in) financing

( 54,902,224 )

10 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 — Description of Organization and Business Operations

1 — Description of Organization, Business Operations and Going Concern

Acquisition Corporation (the “Company” or “Quetta”) is a blank check company incorporated as a Delaware Corporation

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focus on target businesses in Asia.

of September 30, 2025, the Company had not commenced any operations.

All activities through September 30, 2025, are related to the Company’s

formation and the initial public offering (“IPO” as defined below) and subsequent to the IPO, identifying a target company

for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

of March,31 2026, the Company had not commenced any operations.

All activity for the three months ended March 31, 2026, are related to

the Company’s formation and the initial public offering (“IPO” as defined below) and subsequent to the IPO, identifying

a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived

from the IPO.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Yocto Investments LLC (the “Sponsor”),

a Delaware limited liability company.

The Company’s sponsor is Yocto Investments LLC (the

“Sponsor”), a Delaware limited liability company.

registration statement for the Company’s IPO became effective on October 5, 2023.

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be responsible to the extent of any liability for such third party claims.

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.

February 5, 2025, Quad Global Inc.

(“Quad Global” or the “Purchaser”), is a wholly owned subsidiary of the Company

and a Cayman Island exempted company, was formed to be the surviving company after the reincorporation merger in connection with a contemplated

business combination.

It has no principal operations or revenue producing activities.

January 28, 2025, Quad Group Inc., is a wholly owned subsidiary of the Quad Global and a Cayman Island exempted company, was formed to

be the Merger Sub in connection with a contemplated business combination.

Quad Global Inc.

(“Quad Global”), is a wholly owned subsidiary of the Company and is a Cayman Island

exempted company formed on February 5, 2025.

It was formed to be the surviving company after the reincorporation merger in connection

with a contemplated business combination.

It has no principal operations or revenue producing activities.

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, 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.

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

ordinary shares valued at $ 10.00 per share.

The Transaction, which has been approved by the boards of directors of both Quetta and KM

QUAD, is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction

of certain other customary closing conditions including the following:

QUAD shall bear (i) 50% of the transaction costs incurred by Quetta, excluding any amounts payable at closing from the Trust Account,

provided that KM QUAD’s obligation to pay such transaction costs incurred by Quetta shall not exceed $500,000 in total;

of the expenses incurred by Quetta in connection with maintaining ongoing public company responsibilities, provided that KM QUAD’s

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

and (iii) the extension fees of

Quetta 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 regulatory approvals, Quetta shall be responsible for any extension fees and other related fees incurred

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

to the Merger Agreement, on or before February 14, 2025, KM QUAD deposited $ 250,000 , the first installment of the term extension fees

to the Company’s bank account in exchange for a promissory note issued by the Company.

QUAD deposited $ 290,000 , the second installment

of the extension fees, to the Company’s bank account on or before April 20, 2025 in exchange for a promissory note issued by the

Company, provided that the Merger Agreement has not been terminated prior to that date.

On May 29, 2025, KM QUAD deposited the second

installment of $ 290,000 .

Quad Group Inc., is a wholly owned subsidiary of the Quad Global and is a Cayman Island exempted company formed on

January 28, 2025.

It was formed to be the Merger Sub in connection with a contemplated business combination.

It has no principal operations

or revenue producing activities.

2025 Stockholder Meeting

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combination to December 10, 2025.

of Merger Agreement with KM QUAD

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

Global Inc., Quad Group Inc., certain shareholders of KM QUAD and the shareholders’ representative.

The KM QUAD Merger Agreement

contemplated, among other things, the redomestication of Quetta into Purchaser and the acquisition by Purchaser of 100% of the issued

and outstanding equity interests of KM QUAD.

The aggregate consideration payable to KM QUAD shareholders was $ 300 million, payable in

newly issued Purchaser ordinary shares valued at $ 10.00 per share.

The KM QUAD Merger Agreement also contained customary representations,

warranties and covenants of the parties, including provisions relating to the allocation of certain transaction costs, public company

expenses and extension-related fees.

connection to the Merger agreement the Company entered into unsecured promissory notes with KM QUAD, (see note 9).

January 15, 2026, the parties entered into a Termination Agreement pursuant to which the KM QUAD Merger Agreement was terminated.

Combination 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”).

Support Agreement

or 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

Concurrently 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 Combination.

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.

Concern Consideration

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

The Company has incurred and expects

to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs

in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to raise capital will

be successful.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting

Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, if the Company

is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence

voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional

condition also raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation

of the Business Combination or the date the Company is required to liquidate.

The financial statements do not include any adjustments

that might result from the Company’s inability to continue as a going concern.

of March 31, 2026, the Company had cash of $ 909 and a working capital deficit of $ 2,952,897 .

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

transaction costs in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to raise

capital will be successful.

In connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt

about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of

directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that

the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going

concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

The financial

statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

and Uncertainties

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in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

IR Act tax provisions had an impact on the Company’s tax provisions for the three months ended September 30, 2025 as there were

redemptions by the public stockholders in January 2025.

As a result, the Company recorded an excise tax liability of $ 551,522

as of September 30, 2025.

The Company has not filed its 2025 excise tax return and remitted excise tax payment.

The Company is currently

evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be

subject to additional interest and penalties which are currently estimated at 8 %

interest per annum and a 5 % underpayment

penalty per month or portion of a month up to 25 %

of the total liability for any amount that is unpaid until paid in full.

IR Act tax provisions had an impact on the Company’s tax provisions as a result of redemptions by public stockholders in January

The Company previously recorded an excise tax liability of $ 551,522 related to such redemptions.

The excise tax payable balance was $ 551,522 as of March 31, 2026 and December

There were no additional redemptions during the three months ended March 31, 2026.

If the Company is unable

to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 8 % interest per

annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid until

paid in full.

The excise tax is due on April 30,2026.

2 — Significant Accounting Policies

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of the balances and results for the periods presented.

The interim results for the three and nine months ended September 30, 2025 are

not necessarily indicative of the results that may be expected through December 31, 2025 or for any future periods.

The interim results for the three months ended March 31, 2026 are not necessarily

indicative of the results that may be expected through December 31, 2026 or for any future periods.

of consolidation

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Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 9,068 and $ 1,554,737 in cash and none in cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Held in Trust Account

of September 30, 2025 and December 31, 2024, the Company had $ 18,933,453 and $ 73,115,355 , respectively, in investments held in the Trust

Account comprised of money market funds that invest in U.S.

government securities.

The Company had $ 909 and $ 1,195 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

and Investments Held in Trust Account

of March 31, 2026 and December 31, 2025, the Company had $ 19,541,732

and $ 19,233,261 ,

respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Earnings on investments

held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations.

The estimated fair value of investments held in the Trust Account is determined using available market information.

held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying

statement of operations.

The estimated fair value of cash and investments held in the Trust Account is determined using available

market information.

Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”.

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requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to

be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits or

accrued for interest and penalties.

The Company had prepaid income taxes of $ 14,563 and $ 0 as of September

30, 2025 and December 31, 2024, respectively.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is

subject to income tax examinations by major taxing authorities since inception.

provision for income taxes was $ 37,056 and $ 131,298 for the three and nine months ended September 30, 2025, respectively;

and $ 194,826

and $ 578,508 for the three and nine months ended September 30, 2024, respectively.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no

unrecognized tax benefits or accrued interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation

from its tax position.

The Company is subject to income tax examinations by major taxing authorities since inception.

provision for income taxes was $ 33,540 and $ 56,735 for the three months ended March 31, 2026 and 2025, respectively.

Income (Loss) Per Common Share

1 unchanged sentence

during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

At September 30, 2025, the Company

As of March 31, 2026, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock

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following table reflects the calculation of basic and diluted net income (loss) per common share:

of Basic and Diluted Net Income Per Common Share

Schedule of Basic and Diluted Net Income Per Common Share

Three Months Ended

September 30, 2025

March 31, 2026

Three Months Ended

September 30, 2024

Redeemable common stock subject to possible redemption

Net income (loss) attributable to redeemable common stock subject to possible redemption

Weighted average common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income (loss) per share, redeemable common stock

Non-redeemable common stock

Net income (loss)

Net income (loss) attributable to common stock subject to possible redemption

Net income (loss) attributable to non-redeemable common stock

Weighted average non-redeemable common stock

Basic and diluted weighted average shares outstanding, non-redeemable common stock

Basic and diluted net income (loss) per share, non-redeemable common stock

Nine Months Ended

September 30, 2025

Nine Months Ended

September 30, 2024

March 31, 2025

Redeemable common stock subject to possible redemption

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Net income (loss) attributable to non-redeemable common stock

$ ( 434,793 )

Weighted average non-redeemable common stock

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The Company has elected to recognize the changes immediately.

Accordingly, as of September 30, 2025 and December 31, 2024, 1,700,703

and 6,900,000 shares of common stock, respectively, were presented at redemption value as temporary equity, outside of the stockholder’s

equity section of the Company’s balance sheet.

Accordingly, as of March 31, 2026 and December 31, 2025, 1,700,703

shares of common stock were presented at redemption value as temporary equity, outside of the stockholder’s equity section of the

Company’s balance sheet.

The common stock subject to possible redemption was recorded at approximately $ 19.6 million and $ 19.3

million as of March 31, 2026 and December 31, 2025, respectively.

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

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management has determined that the Company only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation

and operational costs and interest earned on investments held in Trust Account which include the accompanying statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest earned on investments held in Trust Account and formation and

operational costs.

The CODM reviews interest earned on investments held in Trust Account to measure and monitor stockholder value and

determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete a business combination within the business combination period.

The CODM also reviews formation and operational costs to manage,

maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics,

formation and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying

statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and

formation and operational costs.

The CODM reviews interest earned on cash and investments held in Trust Account to measure and

monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining

compliance with the trust agreement.

Formation and operational costs are reviewed and monitored by the CODM to manage and forecast

cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also

reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with

all agreements and budget.

Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities

to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim

and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after

December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

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on October 11, 2023, no Founder Share were forfeited.

As of September 30, 2025 and December 31, 2024, 1,725,000 Founder Shares were issued

As of March 31, 2026 and December 31, 2025, 1,725,000 Founder Shares were issued

and outstanding.

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to Related Party

Sponsor paid out of pocket travel expenses related to due diligence and research of prospective target business.

As of September 30,

2025 and December 31, 2024, $ 100,000 and $ 3,951 , respectively, were outstanding.

The amount is unsecured, interest-free and due on demand.

Promissory Note — Related Party

On August 7, 2025, the Sponsor agreed to loan

the Company up to an aggregate amount of $ 100,000

to be used, in part, for working capital and transaction costs incurred in connection with the business combination (the

“Promissory Note”).

As of September 30, 2025, $ 100,000

was outstanding under the Promissory Note.

The Promissory Note is unsecured, interest-free and due on the earlier date of (i)

consummation of the Business Combination, (ii) a breach by the Company of any its obligations under the Promissory Note, (iii) the

termination of the proposed Business Combination, or (iv) expiration of the Combination Period.

of March 31, 2026 and December 31, 2025, amounts due to related party were $ 297,765 and $ 291,765 , respectively.

The increase during the

period was primarily due to sponsor and related-party funding and administrative support amounts recorded during the quarter.

Note — Related Party

of March 31, 2026 and December 31, 2025, the Company had $ 220,000 and $ 160,000 outstanding under promissory notes due to related party,

respectively.

The Company also had $ 1,040,000 outstanding under a promissory note with KM QUAD as of both March 31, 2026 and December

The Promissory Note is unsecured, interest-free and due on the earlier date of (i) consummation of the Business Combination,

(ii) a breach by the Company of any its obligations under the Promissory Note, (iii) the termination of the proposed Business Combination,

or (iv) expiration of the Combination Period.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders

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Certain amount of such loans may be converted into private at $ 10.00 per share at the option of the lender.

September 30, 2025 and December 31, 2024, the Company had no borrowings under the working capital loans.

March 31, 2026 and December 31, 2025, the Company had no borrowings under the working capital loans.

Administrative

Support Agreement

Company entered into an agreement, commencing on October 5, 2023 through the earlier of the Company’s consummation of a Business

Combination and its liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative

However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee.

Any such unpaid

amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination.

The Company accrued $ 30,000 and $ 30,000 administrative fees due to the Sponsor on the accompanying balance sheets as of September 30,

2025 and December 31, 2024, respectively.

Company entered into an agreement, commencing on October 5, 2023 through the earlier of the Company’s consummation of a

Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000

per month for office space, utilities, secretarial and administrative support.

However, pursuant to the terms of such agreement, the

Sponsor agreed to defer the payment of such monthly fee.

Any such unpaid amount will accrue without interest and be due and payable

no later than the date of the consummation of the initial Business Combination.

The Company recorded $ 30,000

of related party administrative fees for each of the three months ended March 31, 2026 and 2025.

The amount due and recorded in due to related party-administration as of March 31, 2026 and December 31, 2025 was $ 30,000 and $ 0 , respectively.

December 26, 2024, the Company engaged Celine & Partners PLLC (“Celine”) to represent them for all U.S.

3 unchanged sentences

Celine Chen, who is the wife of Mr.

Hui Chen, the Company’s CEO and

A flat fee of $ 10,000 per month is charged for the ongoing public reports such as Form 10-Qs, 10-Ks, Form 8-Ks and press releases.

For each extension of time to consummate an initial business combination, a fee of $ 40,000 is charged for filing the Pre-14A and Def-14A.

For the nine months ending September 30, 2025, the Company incurred and paid $ 110,000 in legal fees payable to Celine, with no outstanding

balance as of September 30, 2025 and December 31, 2024.

Hui Chen, the Company’s former CEO

and director.

A flat fee of $ 10,000

per month is charged for the ongoing public reports such as

Form 10-Qs, 10-Ks, Form 8-Ks and press releases.

For each extension of time to consummate an initial business combination, a fee of $ 40,000

is charged for filing the Pre-14A and Def-14A.

6 — Commitments and Contingencies

26 unchanged sentences

Additionally,

the Company issued the underwriters 69,000

shares of common stock for the representative shares, at the

closing of the IPO as part of representative compensation.

the Company issued the underwriters 69,000 shares of common stock for the representative shares, at the closing of the IPO as part of

representative compensation.

7 — Stockholders’ Deficit

3 unchanged sentences

on October 11, 2023, there are no Founder Share subject to forfeiture.

As of September 30, 2025 and December 31, 2024 there were 2,047,045

shares of common stock issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of September

30, 2025 and December 31, 2024, respectively).

As of March 31, 2026 and December 31, 2025, there were 2,047,045

shares of common stock issued and outstanding, excluding 1,700,703 shares of common stock subject to possible redemption as of both dates.

— Each holder of a right will receive one share of common stock upon consummation of a Business Combination, even if the

33 unchanged sentences

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March

31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

of Fair Value Hierarchy of Valuation Inputs

September 30,

Quoted Prices in Active Markets (Level 1)

Investments held in Trust Account

Schedule of Fair Value Hierarchy of Valuation Inputs

Cash and Investments held in Trust Account

Active Markets

Investments held in Trust Account

Cash and Investments held in Trust Account

9 — Promissory Note – KM QUAD

November 2024, February 2025 and May 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $ 500,000 ,

November 2024, February 2025 and May 2025, the Company issued unsecured promissory notes in the aggregate principal amount of $ 500,000 ,

$ 250,000 and $ 290,000 , respectively (collectively the “KM QUAD Notes”) to KM QUAD in connection with the Business Combination.

5 unchanged sentences

Business Combination.

As of September 30, 2025 and December 31, 2024, $ 1,040,000 and $ 500,000 were outstanding under the KM QUAD Notes.

As of March 31, 2026 and December 31, 2025, $ 1,040,000 and $ 1,040,000 were outstanding under the KM QUAD Notes,

respectively.

On January 15, 2026, the Business Combination Agreement with KM QUAD was terminated.

As a result, the KM QUAD Notes became

due and payable in accordance with their terms.

Note 10 — Due to SKG

On March 6, 2026, in connection with the Business

Combination Agreement, SKG agreed to fund extension payments in an amount equal to $ 60,000 per monthly extension for six extensions commencing

on March 10, 2026 and ending on August 9, 2026.

As of March 31, 2026, $ 120,000 was due to SKG, representing two monthly extension fees

of $ 60,000 each.

11 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial

statements were issued.

Based on this review, other than as disclosed below, management did not identify any events or transactions

that would require adjustment to, or disclosure in, the accompanying financial statements.

October 8, 2025 and November 7, 2025, the Company deposited $ 60,000

each time into the Trust Account to extend the date by which the Company can complete an initial business combination to December

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements

Based on this review, other than as disclosed below, management did not identify any events or transactions that would require

adjustment to, or disclosure in, the accompanying financial statements.

On April 9, 2026, Yocto Investments LLC, the Company’s

sponsor, issued a promissory note to Smart Kreate Group Limited in the principal amount of up to $ 200,000 .

The note does not bear interest

and becomes due upon the occurrence of certain repayment or conversion trigger events, including the completion of the Company’s

initial business combination or the termination of discussions regarding a potential business combination without execution of a definitive

agreement within three months of the related letter of intent.

Upon completion of a business combination, the note will convert into securities

of the Company or the post-business combination surviving company at $ 3.00 per share;

otherwise, the note is repayable in cash by the

The payee has waived any claim to amounts held in the Company’s trust account.

No liability has been recorded by the Company

as of March 31, 2026 in connection with this note.

April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding principal

balance of $ 1,040,000 .

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 1. Financial Statements