What changed in this filing

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Item 1. Financial Statements

2024-11-01 compared with 2024-08-02 · 69 added, 60 removed, 296 unchanged (30% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current Assets

4 unchanged sentences

Current Liabilities

Related party payable -

administrative fee

Related party payable - administrative fee

Due to related party

Accounts payable and accrued expenses

7 unchanged sentences

20,000,000 shares authorized;

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

6,900,000 shares issued and outstanding at redemption value of $ 10.50 and $ 10.19 as of September 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

10 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

(inception) through

September 30,

Formation and operational costs

13 unchanged sentences

QUETTA ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Stockholders’

4 unchanged sentences

Balance–June 30, 2024

Remeasurement of common stock subject to possible redemption

BalanceSeptember 30, 2024

Stockholders’

2 unchanged sentences

Balance–June 30, 2023

BalanceSeptember 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).

3 unchanged sentences

STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

For the Period from

September 30,

Cash Flows from Operating Activities:

3 unchanged sentences

Prepaid expenses

Due to related party

Accounts payable and accrued expenses

14 unchanged sentences

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

Deferred offering costs in accrued offering costs and expenses

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

5 unchanged sentences

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 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).

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

All activities through September 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 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.

14 unchanged sentences

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.

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.

The parties were unable to agree to the terms of

a definitive agreement and the negotiations have been terminated.

Going Concern Consideration

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

At September 30, 2024, the Company had $ 329,359 in cash and a working capital deficit of $ 543,906 .

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 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.

The interim results for the nine months ended September 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

11 unchanged sentences

Cash and Cash Equivalents

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

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 $329,359

329,359 and $ 610,185 in cash and none

in cash equivalents as of September 30, 2024 and December 31, 2023, respectively.

Investment Held in Trust Account

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.

As of September 30, 2024 and

December 31, 2023, the Company had $73,296,861

73,296,861 and $ 70,506,524 ,

respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

7 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 June 30, 2024 or December 31, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 $ 192,626 and $ 383,682 for the three months and six months ended June 30, 2024, respectively.

The provision for income taxes was $ 194,826 and $ 578,508 for the three months and nine months ended September 30, 2024, respectively.

The Company’s effective tax rate was 24.74 % and 24.74 % for the three and nine months ended September 30, 2024, respectively.

The effective tax rate differs from the statutory rate of 21 % for the three and nine months ended September 30, 2024, due to the change in valuation of deferred tax assets.

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 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.

At September 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.

2 unchanged sentences

Three Month Ended

Six Month Ended

September 30,

Nine Month Ended

September 30,

Redeemable common stock subject to possible redemption

11 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such an account.

Fair Value of Financial Instruments

7 unchanged sentences

The Company has elected to recognize the changes immediately.

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.

Accordingly, as of September 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).

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

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

Due to Related Party

The Sponsor paid out of pocket travel expenses related to due diligence

and research of prospective target business.

As of September 30, 2024 and December 31, 2023, $ 19,110 and $ 0 , respectively, were outstanding.

The amount is unsecured, interest-free and due on demand.

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

As of September 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.

The Company entered into an agreement, commencing on 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.

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 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.

The Company accrued $ 40,000 and $ 28,710 administrative fees due to the Sponsor in the accompanying balance sheets as of September 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.

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 September 30, 2024 and December 31, 2023, $ 1,250 and $ 1,350 , respectively, were due to Empire.

On April 3, 2024, Mr.

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

As of September 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 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 of September 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 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.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 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

September 30,

Active Markets

3 unchanged sentences

Note 9 — Subsequent Events

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.

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