Quetta Acquisition (QETA) risk factors, FY2024 10-K

Other

1. 01Extensions of Time Period to Complete a Business Combination
2. 02Acquisition Criteria Expansion
3. 03The foregoing description of the Amendment to the Investment Management Trust Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, filed hereto as Exhibit 10.2, and is incorporated by reference herein
4. 04Merger Agreement In Connection With KM QUAD Business Combination
5. 05For 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 of $623,356, related party administrative fees of $120,000, franchise tax expense of $67,178 and income tax expense of $754,259
6. 06Liquidity and Capital Resources
7. 07As of December 31, 2024, the Company had cash of $1,554,737 and a working capital deficit of $28,329
8. 08Off-Balance Sheet Arrangements
9. 09Administrative Service Agreement
10. 10Promissory Note In Connection With Extension Payments
11. 11Critical Accounting Policies and Estimates
12. 12Recent Accounting Standards
13. 13ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
14. 14ITEM 9A. Controls and Procedures
15. 15Evaluation of Disclosure Controls and Procedures
16. 16Management’s Annual Report on Internal Controls Over Financial Reporting
17. 17(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
18. 18Changes in Internal Control over Financial Reporting
19. 19Qi Gong 63 Independent Director
20. 20Number and Terms of Office of Officers and Directors
21. 21Financial Experts on Audit Committee
22. 22We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules
23. 23Compensation Committee Interlocks and Insider Participation
24. 24Investors should be aware of the following potential conflicts of interest
25. 25Chief Executive Officer Independent Director Yotta Acquisition Corporation will have priority over us
26. 26Limitation on Liability and Indemnification of Directors and Officers
27. 27Section 16(a) Beneficial Ownership Reporting Compliance
28. 28Executive Officers and Director Compensation
29. 29of Certain Beneficial Owners and Management and Related Stockholder Matters
30. 30AQR Capital Management, LLC (7) 635,001 7.33 %
31. 31(2) Shares owned by Yocto Investments LLC, which is controlled solely by Ms. Chen Chen, who is the wife of Hui Chen
32. 32Promissory Note – KM QUAD
33. 33The Company paid an underwriting fee of $0.20 per Unit, or $1,380,000, in total which includes the fee due upon the full exercise of the underwriters’ over-allotment option
34. 34Concurrently with the execution of the Agreement on February 14, 2025, the Company and certain shareholders of QUAD entered into a support agreement, pursuant to which each such shareholder agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement
35. 35MaloneBailey, LLP, or “MB”, acts as our independent registered public accounting firm. The following is a summary of fees paid to MB for services rendered
36. 36ITEM 15. Exhibits, Financial Statement Schedules
37. 37Notes to Financial Statements F-7
38. 384.5* Description of Securities
39. 39101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
40. 40(Principal Executive Officer)
41. 41Report of Independent Registered Public Accounting Firm (PCAOB ID # 206) F-2
42. 42Opinion on the Financial Statements
43. 43Commitments and Contingencies - -
44. 44Loss from operations (810,534 ) (121,133 )
45. 45Interest earned on investments held in Trust Account (3,637,871 ) (816,524 )
46. 46Net cash used in operating activities (584,488 ) (157,536 )
47. 47Net cash provided by (used in) investing activities 1,029,040 (69,690,000 )
48. 48Cash - End of period $ 1,554,737 $ 610,185
49. 49Note 1 — Description of Organization and Business Operations
50. 50Transaction costs amounted to $4,202,729, consisted of $690,000 cash underwriting fees (net of $690,000 expense reimbursement from the underwriters), $2,415,000 deferred underwriting fees (payable only upon completion of a Business Combination) and $1,097,729 other offering costs
51. 51January 2025 Stockholder Meeting
52. 52Going Concern Consideration
53. 53Inflation Reduction Act of 2022
54. 54Cash and Cash Equivalents
55. 55As of December 31, 2024 and 2023, the Company had $73,115,355 and $70,506,524, respectively, in investment held in the Trust Account comprised of money market funds that invest in U.S. government securities
56. 56The Company has identified the United States and the State of Delaware as its only “major” tax jurisdictions
57. 57Net Income (Loss) Per Common Share
58. 58Redeemable common stock subject to possible redemption
59. 59Non-redeemable common stock
60. 60Concentration of Credit Risk
61. 61Fair Value of Financial Instruments
62. 62Common Stock Subject to Possible Redemption
63. 63When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest earned on investments held in Trust Account which include the accompanying statements of operations
64. 64Recent Accounting Pronouncements
65. 65Note 3 — Initial Public Offering
66. 66Note 4 — Private Placement
67. 67Note 7 — Stockholders’ Deficit
68. 68Note 8 — Fair Value Measurements
69. 69Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
70. 70Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability
71. 71Deferred tax asset, net of allowance $ - $ -
72. 72As of December 31, 2024 and 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income
73. 73Note 10 — Subsequent Events
74. 74In January 2025, February 2025, and March 2025, the Company made total tax payments of $1,028,284 for the year ended 2024 and the period from May 1, 2023 (inception) through December 31, 2023. Of this amount, $960,350 was for federal income taxes and $67,934 was for franchise taxes