What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-02 compared with 2024-05-03 · 97 added, 67 removed, 259 unchanged (39% of the section changed)

8 unchanged sentences

Current Liabilities

Due to related party - administrative fee

Related party payable -

administrative fee

Accounts payable and accrued expenses

7 unchanged sentences

20,000,000 shares authorized;

6,900,000 shares issued and outstanding at redemption value of $ 10.29 and $ 10.19 as of March 31, 2024 and December 31, 2023, respectively

6,900,000 shares issued and outstanding at redemption value of $ 10.40 and $ 10.19 as of June 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

8 unchanged sentences

QUETTA ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

Three Month Ended March 31,

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

(inception) through

Formation and operational costs

5 unchanged sentences

Interest earned on marketable securities held in Trust Account

Income (loss) before income taxes

Income before income taxes

Provision for income taxes

5 unchanged sentences

QUETTA ACQUISITION CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Month Ended March 31, 2024

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Stockholders’

2 unchanged sentences

Balance–March 31, 2024

Remeasurement of common stock subject to possible redemption

Balance–June 30, 2024

Stockholders’

Balance–May 1, 2023 (Inception)

Founder shares issued to initial stockholders (1)

Balance–June 30, 2023

Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

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

1 unchanged sentence

STATEMENT OF CASH FLOWS

Three Month End

Six Months Ended

For the Period from

Cash Flows from Operating Activities:

3 unchanged sentences

Prepaid expenses

Accounts payable and accrued

Accounts payable and accrued expenses

Income tax payable

1 unchanged sentence

Related party payable - administrative fee

Net cash used in operating activities

Net cash (used in) provided by operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of common stock to Sponsor

Payment of deferred offering costs

Proceeds from promissory note- related party

Net cash provided by financing activities

Net Changes in Cash

2 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Change in value of Class A common stock subject to possible redemption

Remeasurement of common stock subject to possible redemption

Deferred offering costs paid by related party prior to inception of the Company

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

QUETTA ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Quetta Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Corporation on May 1, 2023.

Quetta Acquisition Corporation (the “Company”) is a blank check company incorporated as a Delaware Corporation on May 1, 2023.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

The Company intends to focus on target businesses in Asia (excluding China, Hong Kong, and Macau) that operate in the financial technology sector.

As of March 31, 2024, the Company had not commenced any operations.

All activities through March 31, 2024 are related to the Company’s formation and the initial public offering (“IPO” as defined below).

As of June 30, 2024, the Company had not commenced any operations.

All activities through June 30, 2024 are related to the Company’s formation and the initial public offering (“IPO” as defined below).

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

21 unchanged sentences

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

The Company will proceed with a Business Combination

if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder

vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company

will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”),

conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally,

each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s

officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters

have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note

6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares

(including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer

in connection with, a proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

10 unchanged sentences

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

Pursuant to Article Sixth D of the Amended and Restated Certificate of Incorporation, the Company is entitled to an automatic six-month extension of the then-current deadline to complete a business combination after the execution of a letter of intent (“LOI”) or definitive agreement to complete a business combination.

On May 30, 2024, the Company entered into a non-binding LOI with a business combination target (the “Target”), regarding a potential business combination involving the Target and its subsidiaries (the “Proposed Transaction”).

The Target is a clinical-stage therapeutics company.

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 11, 2025.

Going Concern Consideration

At March 31, 2024, the Company had $ 565,813 in cash and working capital of $ 178,404 .

At June 30, 2024, the Company had $ 334,332 in cash and a working capital deficit of $ 207,095 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 300,000 (see Note 5).

30 unchanged sentences

In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.

The interim results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.

Emerging Growth Company

12 unchanged sentences

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

The Company had $ 565,813 and $ 610,185 in cash and none in cash equivalents as of March 31, 2024 and December 31, 2023, respectively.

The Company had $ 334,332 and $ 610,185 in cash and none in cash equivalents as of June 30, 2024 and December 31, 2023, respectively.

Investment Held in Trust Account

As of March 31, 2024 and December 31, 2023, the Company had $ 71,426,230 and $ 70,506,524 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of June 30, 2024 and December 31, 2023, the Company had $ 72,356,146 and $ 70,506,524 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

8 unchanged sentences

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 or December 31, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 or December 31, 2023.

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

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

The provision for income taxes was $ 191,056 for the three months ended March 31, 2024.

The provision for income taxes was $ 192,626 and $ 383,682 for the three months and six months ended June 30, 2024, respectively.

Net Income (Loss) Per Common Share

Net income (loss) per common is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

At March 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

At June 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

1 unchanged sentence

Schedule of of basic and diluted net income (loss) per common share

Three Month Ended March 31,

Three Month Ended

Six Month Ended

Redeemable common stock subject to possible redemption

15 unchanged sentences

Common Stock Subject to Possible Redemption

The Company accounts for its common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from

Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at

Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and

subject to occurrence of uncertain future events.

If it is probable that the equity instrument will become redeemable, we have the

option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it

becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)

recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the

redemption value at the end of each reporting period.

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

Accordingly, as

of March 31, 2024, 6,900,000 shares of common stock were presented at redemption value as temporary equity, outside of the

stockholder’s equity section of the Company’s balance sheet.

The accretion or remeasurement will be treated as a deemed

dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of June 30, 2024 and December 31, 2023, 6,900,000 shares of common stock were presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards

Update 2023-09, “Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU 2023-09”).

mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income

taxes paid disaggregated by jurisdiction.

ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently assessing the

impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

14 unchanged sentences

As a result of the underwriters’ full exercise of the over-allotment option on October 11, 2023, no Founder Share were forfeited.

As of March 31, 2024 and December 31, 2023, 1,725,000 Founder Shares were issued and outstanding.

As of June 30, 2024 and December 31, 2023, 1,725,000 Founder Shares were issued and outstanding.

The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

2 unchanged sentences

The Promissory Note is unsecured, interest-free and due after the date on which the Company closes the initial Business Combination.

The Company repaid the outstanding balance of $ 300,000 to the Sponsor on October 11, 2023, as such, there is no balance due as of March 31, 2024 and December 31, 2023.

The Company repaid the outstanding balance of $ 300,000 to the Sponsor on October 11, 2023, as such, there is no balance due as of June 30, 2024 and December 31, 2023.

Related Party Loans

3 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

Administrative Support Agreement

The Company entered into an agreement, commencing on the October 5, 2023 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative support.

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

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

The Company accrued $ 58,710 and $ 28,710 administrative fees due to the Sponsor in the accompanying balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Michael Lazar, who serves as an independent director of the board beginning October 5, 2023, also is the Chief Executive Officer of Empire Filings, LLC (“Empire”), which is engaged by the Company to provide print and filing services.

The Company paid a total of $ 40,000 for the IPO filings and will pay $ 1,000 per quarter for ongoing compliance filings.

As of March 31, 2024 and December 31, 2023, none and $ 1,350 , respectively, was due to Empire.

The Company repaid $ 78,710 to the Sponsor on June 4, 2024.

The Company accrued $ 10,000 and $ 28,710 administrative fees due to the Sponsor in the accompanying balance sheets as of June 30, 2024 and December 31, 2023, respectively.

Michael Lazar, who served as an

independent director, also is the Chief Executive

Officer of Empire Filings, LLC (“Empire”), which is engaged by the Company to provide print and filing services.

Company paid a total of $ 40,000

for the IPO filings and will pay $1,000 per quarter for ongoing compliance filings.

As of June 30, 2024 and December 31, 2023,

and $ 1,350 ,

respectively, were due to Empire.

On April 3, 2024, Mr.

Michael Lazar resigned from his position as a director of the board.

Note 6 — Commitments and Contingencies

13 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, 69,000 representative shares were issued and outstanding.

As of June 30, 2024 and December 31, 2023, 69,000 representative shares were issued and outstanding.

Note 7 — Stockholders’ Deficit

1 unchanged sentence

Holders of common stock are entitled to one vote for each share.

As of March 31, 2024 and December 31, 2023, there were 2,047,045 shares of common stock issued and outstanding (excluding 6,900,000 shares subject to possible redemption).

As of June 30, 2024 and December 31, 2023, there were 2,047,045 shares of common stock issued and outstanding (excluding 6,900,000 shares subject to possible redemption).

As a result of the underwriters’ full exercise of the over-allotment option on October 11, 2023, there are no Founder Share subject to forfeiture.

17 unchanged sentences

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy of the valuation inputs

4 unchanged sentences

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review, management did not identify any material subsequent events that require disclosure in the financial statement.

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the financial statement was issued.

Based on the review,

management did not identify any material subsequent events that require disclosure in the financial statement.

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

What changed 10-Q

Item 1. Financial Statements