What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-14 · 98 added, 152 removed, 129 unchanged (66% of the section changed)

57 unchanged sentences

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

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

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

The Company subsequently deposited $60,000 each

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

combination to December 10, 2025.

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

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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 IPO.

foregoing description of the Amendment to the Investment Management Trust Agreement does not purport to be complete and is qualified

in its entirety by the terms and conditions of the actual agreement, filed hereto as Exhibit 10.2, and is incorporated by reference herein.

Company has completed an initial payment of $60,000 pursuant to the Amendment to the Investment Management Trust Agreement and such initial

payment has been deposited into the Company’s trust account to extend the time the Company has to complete a business combination

until February 10, 2025.

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

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

Agreement In Connection With KM QUAD Business Combination

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

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

manufacturer in China.

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

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

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

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

of Quad Global.

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

shares of Quad Global.

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

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

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

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

Concurrently therewith, Merger Sub will merge with and into KM 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 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.

KM QUAD shall wire $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.

the January Special Meeting held on January 10, 2025, stockholders approved an amendment to 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 extension.

the amended terms, if the Company fails to timely make a payment for any given month during the twenty-one (21) month extension period,

the Company has 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 fails to make any applicable past due payment during the cure period, the Company will cease all operations

except for the purpose of winding up and will 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.

the January Special Meeting, the Company deposited $60,000 into the trust account for each monthly extension from January 2025 through

April 2026, thereby extending the date by which the Company could complete a business combination to May 10, 2026.

of Operations

have neither engaged in any operations nor generated any operating revenues to date.

Our activities from May 1, 2023 (inception) through

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

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

We do not expect to generate any operating revenues until

after the completion of our initial business combination.

expect to generate non-operating income in the form of interest income on investments held in trust account after the IPO.

that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

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

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

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

by interest income of $196,337.

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

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

by interest income of $670,259.

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

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

income of $944,242.

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

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

income of $2,804,976.

Our activities for the three months ended March

31, 2026 consisted primarily of identifying and evaluating target businesses, negotiating and entering into the Business Combination

Agreement with Smart Kreate Group Limited and related parties, maintaining our public company status, funding monthly extension deposits,

and managing Trust Account and working capital activities.

We do not expect to generate any operating revenues until after the completion

of our initial business combination.

generate non-operating income in the form of interest income on cash and investments held in the Trust Account.

We expect to continue

to incur expenses as a public company, including legal, financial reporting, accounting and auditing compliance costs, as well as due

diligence and transaction-related expenses in connection with identifying and completing an initial business combination.

the three months ended March 31, 2026, we had net loss of $13,521, which consisted of interest earned on cash and investments held

in the Trust Account of $169,702, interest income of $10, partially offset by

formation and operational costs of $109,693, related party administrative fees of $30,000, franchise tax expense of $10,000, and

income tax expense of $33,540.

the three months ended March 31, 2025, we had a net loss of $193,671, which consisted of formation and operational costs of $377,102,

related party administrative fees of $30,000, franchise tax expense of $10,000, and income tax expense of $56,735, partially offset by

interest income of $6,169 and interest earned on cash and investments held in the Trust Account of $273,997.

The decrease in net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due

to a significant decrease in formation and operational costs and lower income tax expense, partially offset by lower interest earned on

cash and investments held in the Trust Account.

and Capital Resources

October 11, 2023, we completed our initial public offering (“IPO”) of 6,900,000 units (the “Public Units’), including

the full exercise of the over-allotment option of 900,000 Units granted to the underwriters.

The Public Units were sold at an offering

price of $10.00 per unit generating gross proceeds of $69,000,000.

Each Unit consists of one share of common stock and one-tenth (1/10)

of one right (“Public Right”).

Each Public Right will convert into one share of common stock upon the consummation of a Business

Simultaneously with the IPO, we sold to our Sponsor 253,045 units at $10.00 per unit (the “Private Units”) in

a private placement generating total gross proceeds of $2,530,450.

The Private Units are identical to the Public Units except with respect

to certain registration rights and transfer restrictions.

Each Private Unit consists of one share of common stock (“Private Share”)

and one-tenth (1/10) of one right (“Private Right”).

Each Private Right will convert into one share of common stock upon

the consummation of a Business Combination.

Additionally, we 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 closing of the IPO and the private placement on October 11, 2023, a total of $69,690,000 was placed in a trust account (the “Trust

Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account,

in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts

and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon

consummation of our initial business combination.

To the extent that our capital stock is used in whole or in part as consideration to

effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety

of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research

and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which

we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

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

January 10, 2025, in connection with the special meeting of stockholders, holders of 5,199,297 shares 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 redemptions.

Following the January 10, 2025 special meeting, the Company was permitted to extend the date by which it must consummate a business combination

from January 10, 2025 to October 10, 2026 on a month-by-month basis, by up to twenty-one one-month extensions, by depositing $60,000

into the trust account for each such one-month extension.

The Company deposited $60,000 for each monthly extension through March 2026.

Subsequent to March 31, 2026, the Company deposited an additional $60,000 for the April 2026 extension.

intend to use substantially all of the funds held in the trust account, including any interest earned thereon not previously released

to us to pay our taxes, to consummate our initial business combination.

We may withdraw interest income from the trust account to pay

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination,

the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will be used as working capital to

finance the operations of the target business, make other acquisitions and pursue our business strategy.

of March 31, 2026, the Company had cash of $909, cash and investments held in the Trust Account of $19,541,732, and a working

capital deficit of $2,952,897.

As of December 31, 2025, the Company had cash of $1,195 and a working capital deficit of $2,630,904.

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.

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.

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

a 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

conditions also 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.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

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 consolidated 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 consolidated

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

Sheet Arrangements

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

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

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

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

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

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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

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

We have not entered

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

entities, or purchased any non-financial assets.

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

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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.

For the three months ended March 31, 2026, the Company incurred $30,000 in administrative

As of March 31, 2026 and December 31, 2025, the Company had accrued administrative fees due to the Sponsor of $30,000 and $0, respectively.

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

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a Business Combination, subject to the terms of the underwriting agreement.

Additionally, we issued the underwriters 69,000 shares common

stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Additionally, we issued the underwriters 69,000 shares of

common stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Note in Connection with Extension Payments

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

KM QUAD subsequently wired the second installment of

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

exchange for a promissory note issued by the Company.

KM QUAD wired the second installment of the prepaid

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

a promissory note issued by the Company.

If the closing of the KM QUAD Business Combination does not occur prior to October 10, 2025

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

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

If the closing of the KM QUAD Business Combination or termination

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

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

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

If the closing of the KM QUAD Business Combination or termination of

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

to KM QUAD on a pro rata basis.

1 unchanged sentence

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

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 KM QUAD Merger Agreement was terminated by mutual consent.

On 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.

Accounting Policies and Estimates

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accounting pronouncements

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

material effect on the Company’s financial statements.

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.

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

a material effect on the Company’s financial statements.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis