Overview

We are a blank check company incorporated in Delaware on May 1, 2023. We were 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. Our efforts to identify a prospective target business are not limited to any particular industry or geographic region. We intend to utilize cash derived from the proceeds of our IPO and the private placement of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Extensions of Time Period to Complete a Business Combination

On October 18, 2024, the Company entered into a non-binding LOI with QUAD, regarding a potential business combination (the “Proposed Transaction”). The deadline by which the Company must complete its initial business combination has been extended to January 10, 2025.

On January 10, 2025, the Company held a special meeting of stockholders. Stockholders approved the proposal 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.

Redemption

In connection with the stockholders’ vote at the January Special Meeting, 5,199,297 shares were tendered for redemption. As a result, approximately $55,152,224 (approximately $10.608 per share) were removed from the Company’s trust account to pay such holders. Following the redemptions, the Company will have 3,747,748 ordinary shares outstanding.

Acquisition Criteria Expansion

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.

Trust Amendment

The Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination. 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.

The Company has completed an initial payment of $60,000 to extend the time the Company has to complete a business combination until February 10, 2025. Subsequently, the Company deposited $60,000 each time in February 2025 and March 2025 into the trust account to extend the time the Company has to complete a business combination until April 10, 2025.

Merger Agreement In Connection With KM QUAD Business Combination

On February 14, 2025, Quetta entered into an Agreement and Plan of Merger with KM QUAD, a Cayman Islands company. Upon consummation of the transaction, Quetta will reincorporate by merging with and into Quad Global Inc., and Quad Group Inc. will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned subsidiary of Quad Global.

The aggregate consideration to be paid to KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser ordinary shares valued at $10.00 per share. The Transaction is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, and the satisfaction of certain other customary closing conditions.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. For the year ended December 31, 2024, we had net income of $2,094,096, which consisted of interest income of $3,658,889, offset by general and administrative expenses, related party administrative fees, franchise tax expense and income tax expense.

Liquidity and Capital Resources

On October 11, 2023, we completed our initial public offering of 6,900,000 units, generating gross proceeds of $69,000,000. Simultaneously, we sold 253,045 units in a private placement, generating total gross proceeds of $2,530,450.

As of December 31, 2024, the Company had cash of $1,554,737 and a working capital deficit of $28,329. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

JOBS Act

We will qualify as an “emerging growth company” under the JOBS Act and will be allowed to comply with new or revised accounting pronouncements based on the effective date for private companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Contractual Obligations

We have entered into an administrative service agreement with the Sponsor, pursuant to which we will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Additionally, upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO.

In connection with the KM QUAD Business Combination, KM QUAD has wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Company’s designated bank account in exchange for a promissory note issued by the Company. KM QUAD shall wire the second installment of the prepaid extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. We have not identified any critical accounting policies and estimates.

Recent Accounting Standards

The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure, in the fiscal year 2024, and there was no significant impact.