Quetta Acquisition Corp 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “QETA” on October 6, 2023. The common stock and rights comprising the units began separate trading on Nasdaq on November 30, 2023, under the symbols “QETA” and “QETAR”, respectively. Holders of Record As of April 7, 2025, there were 3,747,748 of our shares of Common Stock issued and outstanding held by six stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans  None. Recent Sales of Unregistered Securities Simultaneously with the closing of the IPO on October 11, 2023, the Company consummated the private placement (“Private Placement”) with the Sponsor of 253,045 units (the “Private Units”), generating total proceeds of $2,530,450. The Private Units are identical to the Units sold as part of the public Units in this offering. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. 14 Use of Proceeds On October 11, 2023, the Company consummated its initial public offering of 6,900,000 units (the “Units”), which includes full exercise of the underwriter’s over-allotment option. Each Unit consists of one common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one-tenth (1/10) of one right (“Right”) to receive one share of common stock upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $69,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Yocto Investments LLC (the “Sponsor”), purchased 253,045 private units (the “Private Placement Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,530,450. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Private Units are identical to the Public Units sold in the Initial Public Offering. A total of $69,690,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a trust account established for the benefit of the Company’s public shareholders. We paid a total of $1,380,000 underwriting discounts and commissions and $407,729 for other offering costs and expenses (which excludes $690,000 of representative shares at fair value) related to the Initial Public Offering. In addition, the underwriters agreed to defer $2,415,000 in underwriting discounts and commissions. The underwriters reimbursed $690,000 to us for the IPO related expenses. As of December 31, 2024, a total of $73,115,355 was held in the trust account, $69,690,000 of which is the proceeds from the IPO and Private Placement and $3,425,355 of which was interest income generated by the proceeds in trust. For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. 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”. Upon 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. The 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. Furthermore, 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. 15 At 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. The holders of Purchaser Rights instead will receive one Purchaser Class A Ordinary Share in exchange for the cancellation of each Purchaser Right. In 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 documents; (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; (g) 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 property; (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. In 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; (c) no governmental authorization required; (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; (j) litigation; (k) compliance with laws; (l) material contracts; (m) not an investment company; and (n) other customary representations and warranties. The 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. The Agreement also contains covenants providing for, among other things: (a) Purchaser 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; (b) QUAD shall bear (i) 50% of the Transaction Costs incurred by QETA, excluding any amounts payable at Closing from the Trust Account, provided that QUAD’s obligation to pay such Transaction Costs incurred by QETA shall not exceed $500,000 in total; (ii) 50% of the expenses incurred by QETA in connection with maintaining ongoing public company responsibilities, provided that QUAD’s obligation to pay such Public Company Expenses incurred by QETA shall not exceed $100,000 in total; and (iii) the extension fees of QETA covering nine extensions over nine months, in the total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, QUAD shall be responsible for any extension fees and other related fees incurred by QETA beyond October 10, 2025 not to exceed $100,000 per month; and (c) all 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 Law. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED] 16