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 December 31, 2023, there were 8,947,045 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 None. 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. 11 As of December 31, 2023, a total of $70,506,524 was held in the trust account, $69,690,000 of which is the proceeds from the IPO and Private Placement and $816,524 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. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED]