What changed in this filing

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Item 1. Business

2025-04-07 compared with 2024-03-25 · 616 added, 214 removed, 32 unchanged (96% of the section changed)

In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company,” “Quetta” and to “we,” “us,” and “our” refer to Quetta Acquisition Corporation

We are a blank check company formed under the laws of the State of Delaware on May 1, 2023 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination.

Our efforts to identify a prospective target business will not be limited, although the company intends to prioritize the evaluation of businesses in Asia (excluding China, Hong Kong, and Macau) that operate in the financial technology sector.

We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

Context and Competitive Advantage

We will seek to leverage our management team’s proprietary network of relationships with corporate executives, private equity, venture and growth capital funds, investment banking firms, consultants, family offices, and large corporations in order to source, acquire, and support the operations of the business combination target.

We believe our team’s extensive and applicable experience investing in and operating businesses in Asia and North America will make us a preferred partner and allow us to source high-quality combination targets.

Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although the Company intends to focus on operating businesses in Asia (excluding China, Hong Kong, and Macau), and we prefer an initial business combination with a digital asset exchange, such as a bitcoin marketplace.

The future development and growth of digital assets such as crypto is subject to a variety of factors that are difficult to predict and evaluate.

In fact, crypt asset markets in general are distressed due to recent bankruptcies and financial failure of FTX Trading Ltd.

(“FTX”), which may limit our ability to identify perspective target for business combination, affect the attractiveness of prospective target business, or, following consummation of our initial business combination, our financial condition and results of operations.

Digital asset exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated.

The legal and regulatory regimes, including the laws, rules, and regulations associated with them, are evolving and will be impacted by the bankruptcy of the FTX Exchange and other regulatory concerns with the industry generally.

It is possible the failure of FTX in November 2022 and the resulting market turmoil could lead to increased SEC, CFTC, or criminal investigations, enforcement, and/or other regulatory activity, which may subject our potential business combination to significant legal and regulatory consequences, leading to significant delay or even termination of our initial business combination.

For additional discussion regarding our belief about the market risks existing and future regulations pose to our initial business combination, see “Risk Factors” beginning on page 31 of this prospectus.

Our team consists of experienced professionals and senior operating executives who bring a unique background and skill set that will be attractive to leading Asia-based companies.

We believe that we will be able to leverage the following competitive strengths in identifying, structuring, and consummating a business combination:

An extensive network across several industries in Asia;

which include longstanding relationships with leading executives, investors, entrepreneurs, and investment bankers in the Asia region and thus will provide us with access to proprietary investment opportunities and strong deal flow in our target sectors;

Structuring and execution capabilities;

through their respective careers, our team has extensive experience in identifying, evaluating and executing investments in companies at various stages of their life cycle.

We believe that the combined and complementary expertise of our team will allow us to structure and execute a highly attractive transaction;

this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company,” “Quetta,” “QETA,”

and to “we,” “us,” and “our” refer to Quetta Acquisition Corporation.

are a blank check company formed under the laws of the State of Delaware on May 1, 2023 for the purpose of entering into a merger, share

exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses

or entities, which we refer to throughout this report as our initial business combination.

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.

and Competitive Advantage

will seek to leverage our management team’s proprietary network of relationships with corporate executives, private equity, venture

and growth capital funds, investment banking firms, consultants, family offices, and large corporations in order to source, acquire,

and support the operations of the business combination target.

We believe our team’s extensive and applicable experience investing

in and operating businesses in Asia and North America will make us a preferred partner and allow us to source high-quality combination

Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although

the Company intends to focus on operating businesses in Asia.

team consists of experienced professionals and senior operating executives who bring a unique background and skill set that will be attractive

to leading Asia-based companies.

We believe that we will be able to leverage the following competitive strengths in identifying, structuring,

and consummating a business combination:

extensive network across several industries in Asia;

which includes longstanding relationships with leading executives, investors,

entrepreneurs, and investment bankers in the Asia region and thus will provide us with access to proprietary investment opportunities

and strong deal flow in our target sectors;

and execution capabilities;

through their respective careers, our team has extensive experience in identifying, evaluating and executing

investments in companies at various stages of their life cycle.

We believe that the combined and complementary expertise of our team

will allow us to structure and execute a highly attractive transaction;

and Asia cross-border deal experience;

cross-border transactions require industry and local regulatory knowledge, rigorous due diligence and structuring creativity.

Our team has significant transaction experience completing large-scale domestic and cross-border transactions, involving acquirers and targets located across the U.S.

Our Sponsor is Yocto Investments LLC and our manager is Ms.

cross-border transactions require industry and local regulatory knowledge, rigorous due diligence

and structuring creativity.

Our team has significant transaction experience completing large-scale domestic and cross-border transactions,

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.

Hui 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:

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:

YOTA) since December 2021.

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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 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 2017.

Before forming his law office in 2012, Mr.

2 unchanged sentences

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.

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.

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.

Labbe has been our Chief Financial Officer since May 2023.

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

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:

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.

Labbe also received his Diplome d’Etude Collegiale St.

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.

Brandon 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:

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.

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.

Miller spent 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.

Miller was 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.

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.

McCabe 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:

He has been serving as a member of the board of

directors of Yotta Acquisition Corporation (Nasdaq:

YOTA) since April 2022.

McCabe has been admitted to practice before the Courts of the State of Connecticut since 1974.

McCabe’s legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded in 1982.

His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations, and complex litigation.

McCabe has been admitted to practice before the Courts

of the State of Connecticut since 1974.

McCabe’s legal career began as an assistant clerk of the Superior Court at Stamford

from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded

His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations,

and complex litigation.

McCabe is also an Adjunct Professor of Business Law at Sacred Heart University.

McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution Control Authority.

He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford.

McCabe previously was

the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for

the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution

Control Authority.

He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and

advisor to Mayor Stanley Esposito of the City of Stamford.

McCabe obtained his Juris Doctor degree from St.

John’s University Law School in 1974.

Michael Lazar 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.

Lazar has over 14 years of experience in guiding corporate issuers with the filing of their regulatory filings with the SEC.

Lazar founded Empire Filings, a full-service financial printer, in October 2020, and has been the chief executive officer of the company since then.

Lazar acted as the chief executive officer of Adorbs, Inc., an organic apparel company quoted on the OTC market, from April 2019 to October 2020.

Prior to that, Mr.

Lazar worked at S2 Filings, a full-service financial printer, from August 2016 to October 2020.

Lazar started his career in the financial printer industry at Vintage Filings, a full-service financial printer and a division of PR Newswire, from August 2006 to August 2016.

Lazar obtained his Bachelor’s degree in Economics from Brooklyn College in 2004.

Our activities thus far have been limited to the organization of the company and the preparation of our IPO.

Our current activities aim to identify a target company and to consummate a business combination with the target.

We will not limit our search of potential targets for the initial business combination, although we anticipate that our search will primarily be in the financial technology sector due to the expertise of our management.

In particular we are interested in exploring the possibility of establishing a digital assets market in Asia (excluding China, Hong Kong and Macau).

The 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) that we will be able to identify a suitable candidate for our initial business combination.

No member of our management team has been an officer or director of a special purpose acquisition corporation in the past.

You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of our future performance.

Our officers and directors may become officers or directors of another special purpose acquisition company with a class of securities intended to be registered under the Securities Act of 1933, as amended, or the Exchange Act of 1934, prior to the completion of our initial business combination.

Our Business Strategy and Acquisition Criteria

We intend to focus our efforts on identifying and completing our initial business combination with a company in a financial technology industry 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.

We believe that targeting companies in Asia (excluding China, Hong Kong and Macau) 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 habits.

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, Asia-based companies (excluding China, Hong Kong and Macau) interested in a business combination.

We shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

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

Large underpenetrated markets with favorable industry dynamics.

We intend to actively look for suitable investment opportunities within the financial technology sector with an enterprise value of approximately $250 million to $1 billion.

We will prioritize targets that are already benefiting from or capitalizing on trends found within their respective sectors.

Strong management team.

John’s University

Law School in 1974.

Gong has been serving as one of our independent directors since April 3, 2024.

Gong has enjoyed a diverse career in both China

and the United States across various domains.

In March 2024, Ms.

Gong founded the American Wall Street Listed Group Inc., a consulting

company, and has been serving as its Chief Executive Officer since such time.

Gong was also the founder and has been serving as the

Chief Executive Officer for American Information Technology Inc., an information technology consulting company, since September 2022.

She was also the founder and has been serving as the Chief Executive Officer for U.S.

China Health Products Inc., a marketing consulting

company, since December 2021.

In addition, Ms.

Gong founded the U.S.-China Service Inc., a wealth management consulting company, in July

2018 and has been serving as its Chief Executive Officer since such time.

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

of Yotta since April 2024.

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

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

We will not limit our search of potential targets

for the initial business combination.

In particular we are interested in exploring the possibility of establishing a digital assets market

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.

No member of our management team has been an officer or

director of a special purpose acquisition corporation in the past.

You should not rely on the historical record of our management team’s

or their respective affiliates’ performance as indicative of our future performance.

officers and directors may become officers or directors of another special purpose acquisition company with a class of securities intended

to be registered under the Securities Act of 1933, as amended, or the Exchange Act of 1934, prior to the completion of our initial business

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.

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

underpenetrated markets with favorable industry dynamics.

We intend to actively look for suitable investment opportunities with an

enterprise value of approximately $250 million to $1 billion.

We will prioritize targets that are already benefiting from or capitalizing

on trends found within their respective sectors.

management team.

The strength of the management team will be an important component in our review process.

We will seek to partner with a visionary, experienced and professional management team that can drive growth, strategic decision making and long-term value creation.

Defensible market position with sustainable competitive advantage.

We intend to favor targets that have a strong competitive advantage or are category leaders in their respective verticals.

We will target companies that have strong intellectual property, technology, or brand equity within their respective sectors and that can be further monetized on a global basis.

Asia-domiciled but operating on a global basis.

We will seek targets that have already established a strong operating history within Asia (excluding China, Hong Kong and Macau), but which possess a competitive edge to expand into new geographic regions where similar needs exist.

Benefit from being a public company.

We intend to only acquire businesses that would benefit from being publicly traded in the United States, including access to broader sources of capital and expanded market awareness.

This improved access to capital could allow the targets to accelerate growth, pursue new projects, retain and hire employees, and expand into new geographies or businesses.

While we intend to use these criteria in evaluating the attractiveness of potential business combination opportunities, we may ultimately decide to enter into an initial business combination with a target business that does not meet these criteria.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as the review of financial and other information which will be made available to us.

We will also utilize our operational and capital allocation experience.

We will seek to partner

with a visionary, experienced and professional management team that can drive growth, strategic decision making and long-term value

market position with sustainable competitive advantage.

We intend to favor targets that have a strong competitive advantage or are

category leaders in their respective verticals.

We will target companies that have strong intellectual property, technology, or brand

equity within their respective sectors and that can be further monetized on a global basis.

Asia-domiciled

but operating on a global basis.

We will seek targets that have already established a strong operating history within Asia, but which

possess a competitive edge to expand into new geographic regions where similar needs exist.

from being a public company.

We intend to only acquire businesses that would benefit from being publicly traded in the United States,

including access to broader sources of capital and expanded market awareness.

This improved access to capital could allow the targets

to accelerate growth, pursue new projects, retain and hire employees, and expand into new geographies or businesses.

we intend to use these criteria in evaluating the attractiveness of potential business combination opportunities, we may ultimately decide

to enter into an initial business combination with a target business that does not meet these criteria.

In the event that we decide to

enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose

that the target business does not meet the above criteria and guidelines in stockholder communications related to our initial business

combination, which would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,

meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,

as well as the review of financial and other information which will be made available to us.

We will also utilize our operational and

capital allocation experience.

Our acquisition criteria, due diligence processes, and value creation methods are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

Yotta Acquisition Corporation

On 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.

On 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.

At 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.

On April 21, 2023, May 17, 2023 and June 20, 2023, Yotta each deposited $120,000 (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.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general

guidelines as well as other considerations, factors, and criteria that our management may deem relevant.

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.

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

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.

Moreover, 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.

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

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.

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

Hui Chen serves as Chairman and CEO, Mr.

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

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

Brandon Miller, Mr.

McCabe and Mr.

Michael Lazar 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.

Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

We will also utilize our management team’s operational and capital planning experience as a part of our analysis of any potential target.

We are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or directors.

In the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our Sponsor, officers, or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view.

Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

More specifically, all of our officers and directors have fiduciary and contractual duties to Yotta Acquisition Corporation (“Yotta”), which executed a definitive merger agreement in connection with its initial business combination on October 24, 2022.

The merger agreement was terminated on August 10, 2023.

Yotta will have priority over us in connection with potential target businesses identified by its management.

These conflicts of interests may limit the number of potential targets that our management presents to us for purposes of completing a business combination.

For more details about our management’s conflict of interests, see “Management-Conflicts of Interest” on page 108 of this prospectus.

If Yotta decides to pursue any such opportunity, we may be precluded from pursuing such opportunities.

Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by, or directors of, our sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware.

Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination.

Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties.

Certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary, or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties.

If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

No members of our management team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company.

Members of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities to us.

Any knowledge or presentation of such opportunities may therefore present conflicts of interest.

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.

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

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities and a review of financial and other information about the target and its industry.

We will also utilize our management

team’s operational and capital planning experience as a part of our analysis of any potential target.

are not prohibited from pursuing an initial business combination with a target that is affiliated with our Sponsor, officers, or directors

nor making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers, or

In the event we seek to complete our initial business combination with an initial business combination target that is affiliated

with our Sponsor, officers, or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair

to our company from a financial point of view.

directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

We have 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 9 months from the closing of this offering, 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 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 Period”).

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 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.

Our public stockholders will not be afforded an opportunity to vote on our extensions of time to consummate an initial business combination from 9 months to up to 15 months or redeem their shares in connection with such extensions.

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial business combination.

If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent accounting firm with respect to the satisfaction of such criteria.

Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, at which stockholders may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, for their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

Any tender offer documents used in connection with a business combination will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

Pursuant to the Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting discounts and taxes payable on the income earned on the trust account), at the time of the agreement to enter into the initial business combination, which we refer to as the 80% test.

We are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the balance of the trust account unless our board of directors cannot make such determination on its own.

If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent valuation or appraisal firm with respect to satisfaction of such criteria.

Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post-transaction company owns less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

The net proceeds of our IPO from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combination.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as described above.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

None of our Sponsor, officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.

Our amended and restated certificate of incorporation provides that, following this offering and prior to the consummation of our initial business combination, we are prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the 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 9 months from the date of this prospectus (or until 18 months if we extend the period of time to consummate a business combination by the maximum amount) 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.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

More specifically, all of our officers and directors have fiduciary and contractual duties to Yotta Acquisition

Corporation (“Yotta”), which executed a definitive merger agreement for its business combination on August 20, 2024.

will have priority over us in connection with potential target businesses identified by its management.

These conflicts of interests

may limit the number of potential targets that our management presents to us for purposes of completing a business combination.

details about our management’s conflict of interests, see “Conflicts of Interest” on page 28.

If Yotta decides to pursue

any such opportunity, we may be precluded from pursuing such opportunities.

Subject to his or her fiduciary duties under Delaware law,

none of the members of our management team who are also employed by, or directors of, our Sponsor or its affiliates have any obligation

to present us with any opportunity for a potential business combination of which they become aware.

Our Sponsor and directors and officers

are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in

connection with their initial business combinations, prior to us completing our initial business combination.

Our management team, in

their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present

potential business combinations to the related entities described above, current or future entities affiliated with or managed by our

Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and

any other applicable fiduciary duties.

of our directors and officers currently have, and any of them in the future may have additional, fiduciary, or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to

such entity subject to his or her fiduciary duties.

If any of our directors or officers becomes aware of a business combination opportunity

that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or

she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity

members of our management team have any obligation to present us with any opportunity for a potential business combination of which they

become aware, unless presented to such member specifically in his or her capacity as an officer or a director of the company.

of our management team may be required to present potential business combinations to other entities to whom they have fiduciary duties

before they present such opportunities to us.

Any knowledge or presentation of such opportunities may therefore present conflicts of

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

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.

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

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.

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

80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement

to enter into the initial business combination.

If our board is not able to independently determine the fair market value of the target

business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or an independent

accounting firm with respect to the satisfaction of such criteria.

Our stockholders may not be provided with a copy of such opinion,

nor will they be able to rely on such opinion.

will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose, at which stockholders

may seek to redeem their shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination,

for their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders

with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an

amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case

subject to the limitations described herein.

The decision as to whether we will seek stockholder approval of our proposed business combination

or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on

a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek

stockholder approval.

Any tender offer documents used in connection with a business combination will contain substantially the same financial

and other information about the initial business combination as is required under the SEC’s proxy rules.

to the Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair

market value of at least 80% of the value of the trust account (excluding any deferred underwriting discounts and taxes payable on the

income earned on the trust account), at the time of the agreement to enter into the initial business combination, which we refer to as

the 80% test.

We are not required to obtain an opinion from an unaffiliated third party that the target business we select has a fair

market value in excess of at least 80% of the balance of the trust account unless our board of directors cannot make such determination

If our board of directors is not able to independently determine the fair market value of the target business or businesses,

we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority

(“FINRA”) or an independent valuation or appraisal firm with respect to satisfaction of such criteria.

Our stockholders may

not be provided with a copy of such opinion nor will they be able to rely on such opinion.

We do not intend to purchase multiple businesses

in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually

unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate

our initial business combination with another blank check company or a similar company with nominal operations.

Additionally, pursuant

to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

business combination such that the post-transaction company owns less than 100% of such interests or assets of the target business in

order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business

combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of

1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns 50% or more of the voting securities of the

target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction

in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case,

we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares,

our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent

to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued

for purposes of the 80% test.

If the business combination involves more than one target business, the 80% of fair market value test will

be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business

combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

net proceeds of our IPO from the trust account upon the closing of our initial business combination may be used as consideration to pay

the sellers of a target business with which we complete our initial business combination.

If our initial business combination is paid

for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration

in connection with our initial business combination or used for redemption of our public shares, we may use the balance of the cash released

to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, to fund the purchase of other companies or for working capital.

In addition, we may be required to obtain additional financing

in connection with the closing of our initial business combination to be used following the closing for general corporate purposes as

described above.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through

loans, advances or other indebtedness in connection with our initial business combination.

Subject to compliance with applicable securities

laws, we would only complete such financing simultaneously with the completion of our initial business combination.

At this time, we

are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale

of securities or otherwise.

None of our Sponsor, officers, directors or stockholders is required to provide any financing to us in connection

with or after our initial business combination.

We may also obtain financing prior to the closing of our initial business combination

to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.

Our amended and restated certificate of incorporation provides that, following our IPO and prior to the consummation of our initial business

combination, we are prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the

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.

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

Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may

be a less active trading market for our securities and the prices of our securities may be more volatile.

107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

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 year.

We currently maintain our principal executive offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036.

The cost for this space is included in the $10,000 per-month fee payable to Yocto Investments LLC, for office space, utilities and secretarial services.

We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

We have two executive officers.

They are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in.

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

Legal Proceedings

There is 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 subject to any such proceeding in the 10 years preceding the date of this annual report on Form 10-K.

As a smaller reporting company, we are not required to make disclosures under this Item.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

References herein to “emerging growth company” shall have the meaning associated with

it in the JOBS Act.

Additionally,

we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

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

currently maintain our principal executive offices at 1185 6th, Suite 304, New York, NY 10036.

The cost for this space is included in

the $10,000 per-month fee payable to Yocto Investments LLC, for office space, utilities and secretarial services.

We consider our current

office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

have two executive officers.

They are not obligated to devote any specific number of hours to our matters and intend to devote only as

much time as they deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether a

target business has been selected for the business combination and the stage of the business combination process the company is in.

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

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

subject to any such proceeding in the 10 years preceding the date of this annual report on Form 10-K.

a smaller reporting company, we are not required to make disclosures under this Item.

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