Quetta Acquisition (QETA) risk factors, FY2025 10-K

Quetta Acquisition's FY2025 10-K, filed Apr 23, 2026, lists 81 risk factors. Against the prior year's 74: 18 new, 11 dropped, 34 substantially reworded.

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Risk factors listed
810 groups
New this year
18vs 74 last year
Dropped
11since the prior 10-K
Substantially reworded
34of those kept
Section length
24k wordsItem 1A

What the changes say

  • Quetta’s proposed KM QUAD transaction was terminated and replaced by a March 2026 Smart Kreate Group business combination agreement.
  • 5,199,297 shares were redeemed, leaving approximately $18.0 million in trust and only $1,195 of cash at year-end.
  • The company swung from $2.1 million net income to a $780,924 net loss as trust-account interest declined.
  • Management and ownership disclosures changed substantially, including a new CEO and updated institutional holders.

What changed since the prior 10-K

New

  • New

    Merger Agreement with Smart Kreate Group Limited

    Quetta entered a March 2026 business combination agreement with Smart Kreate Group, PubCo, and two merger subsidiaries.

  • New

    On October 18, 2024, the Company entered into a non-binding letter of intent (“LOI”) with QUAD regarding a potential business combination. As a result of the execution of the LOI, the deadline by which the Company was required to complete its initial business combination was extended to January 10, 2025

    The company extended its business-combination deadline through October 10, 2026, requiring $60,000 monthly trust deposits, and shareholders redeemed 5,199,297 shares.

  • New

    For the year ended December 31, 2025, we had net loss of $780,924, which primarily consisted of interest income of $853,854, offset by general and administrative expenses of $1,306,931, related party administrative fees of $120,000, franchise tax expense of $40,800 and income tax expense of $167,047

    Quetta reported a $780,924 net loss in 2025, compared with $2.1 million net income in 2024.

  • New

    Ping Zhang 62 Independent Director

    Zihan Chen became CEO and a director in February 2026 at a $2,000 monthly base salary, replacing prior leadership disclosures.

  • New

    Pelican Acquisition Corporation Special Purpose Acquisition Company Independent Director

    Insiders must support an initial business combination, waive trust claims on founder shares, and follow stated related-party transaction conditions.

  • New

    (2) Shares are held by Yocto Investments LLC (our Sponsor), which is controlled by Ms. Chen Chen

    Ownership disclosures now identify Yocto Investments, Hudson Bay, TD Securities, and AQR holdings, including Hudson Bay’s 13.83% stake.

  • New

    Shareholder Support Agreement

    Certain KM QUAD shareholders agreed to vote for the proposed business combination under a shareholder support agreement.

  • New

    As of December 31, 2025, the KM QUAD Business Combination had not been consummated. Subsequent to December 31, 2025, on January 15, 2026, the parties entered into a Termination Agreement pursuant to which the KM QUAD Merger Agreement was terminated by mutual consent

    The KM QUAD merger agreement was terminated by mutual consent on January 15, 2026, after remaining incomplete at year-end.

  • New

    Loss from operations ( 1,467,731 ) ( 810,534 )

    Redeemable shareholders’ weighted-average shares fell to 1,843,149, while net income changed to a $780,924 loss.

  • New

    Net (loss) income $ ( 780,924 ) $ 2,094,096

    Operating cash-flow reconciliation now reflects the company’s $780,924 net loss and changed working-capital and tax items.

  • New

    Termination of Merger Agreement with KM QUAD

    Quetta’s KM QUAD agreement contemplated acquiring 100% of KM QUAD for $300 million in newly issued shares at $10 each.

  • New

    In connection to the Merger agreement the Company entered into unsecured promissory notes with KM QUAD, (see note 9)

    Quetta issued $540,000 of KM QUAD promissory notes before terminating that merger agreement in January 2026.

  • New

    Sponsor Support Agreement

  • New

    Principles of consolidation

  • New

    Promissory Note — Related Party

  • New

    Note 9 — Promissory Note – KM QUAD

  • New

    Note 11 — Other Liability

  • New

    Subsequent to December 31, 2025, the Company deposited $ 60,000 into the trust account for each monthly extension from January 2026 through April 2026 for a total of $ 240,000 , thereby extending the date by which the Company could complete a business combination to May 10, 2026

Dropped

  • Dropped

    Extensions of Time Period to Complete a Business Combination

    The earlier non-binding QUAD letter of intent and deadline extension terms.

  • Dropped

    The 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

  • Dropped

    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 of $623,356, related party administrative fees of $120,000, franchise tax expense of $67,178 and income tax expense of $754,259

    The initial $60,000 trust deposit and subsequent February and March 2025 extension deposits.

  • Dropped

    As of December 31, 2024, the Company had cash of $1,554,737 and a working capital deficit of $28,329

  • Dropped

    Qi Gong 63 Independent Director

    Prior-year income of $2.1 million versus $535,209 from inception through December 2023.

  • Dropped

    Chief Executive Officer Independent Director Yotta Acquisition Corporation will have priority over us

  • Dropped

    (2) Shares owned by Yocto Investments LLC, which is controlled solely by Ms. Chen Chen, who is the wife of Hui Chen

    Cash of $1.55 million, a $28,329 working-capital deficit, and substantial public-company and transaction costs.

  • Dropped

    Concurrently 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

  • Dropped

    Loss from operations (810,534 ) (121,133 )

  • Dropped

    Cash - End of period $ 1,554,737 $ 610,185

  • Dropped

    In 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

Reworded

  • 98% rewritten

    Net cash provided by investing activities 54,727,469 1,029,040

    Cash flows now show $55.2 million paid to redeeming shareholders, $720,000 deposited for extensions, and only $1,195 ending cash.

    Was: Net cash provided by (used in) investing activities 1,029,040 (69,690,000 )

  • 96% rewritten

    Merger Agreement In Connection With KM QUAD Business Combination

    The transaction description changed from a planned KM QUAD acquisition and redomestication structure to a $300 million share-based consideration framework.

  • 93% rewritten

    Recent Accounting Standards

    The accounting-standards discussion changed from detailed ASU 2023-07 segment-disclosure requirements to no expected material impact from pending standards.

  • 93% rewritten

    Recent Accounting Pronouncements

    The accounting-pronouncements disclosure now states that pending standards are not expected to materially affect the financial statements.

  • 90% rewritten

    Liquidity and Capital Resources

    The IPO and private placement amounts remain $69 million and $2.53 million, but the disclosure now adds 5,199,297 share redemptions.

  • 88% rewritten

    Net cash used in operating activities ( 1,828,787 ) ( 584,488 )

    Investing cash flows now include $55.2 million withdrawn for redemptions, $720,000 for extensions, and $295,245 for taxes.

    Was: Net cash used in operating activities (584,488 ) (157,536 )

  • 88% rewritten

    Interest earned on cash and investments held in Trust Account ( 845,374 ) ( 3,637,871 )

    Operating cash-flow adjustments now reflect lower trust-account interest, larger accrued expenses and related-party balances, and substantial tax-payable reductions.

    Was: Interest earned on investments held in Trust Account (3,637,871 ) (816,524 )

  • 87% rewritten

    Note 12 — Subsequent Events

    Subsequent-events disclosure changed from identifying no material events to stating that material events requiring disclosure were identified.

    Was: Note 10 — Subsequent Events

  • 81% rewritten

    Commitments and Contingencies - -

  • 80% rewritten

    Acquisition Criteria Expansion

  • 80% rewritten

    Non-redeemable common stock

  • 78% rewritten

    January 2025 Stockholder Meeting

  • 77% rewritten

    Promissory Note – KM QUAD

  • 77% rewritten

    Redeemable common stock subject to possible redemption

  • 74% rewritten

    Deferred tax asset, net of allowance $ - $ -

  • 66% rewritten

    Note 4 — Private Placement

  • 64% rewritten

    Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability

  • 60% rewritten

    Report of Independent Registered Public Accounting Firm (PCAOB ID # 206 ) F-2

  • 59% rewritten

    Inflation Reduction Act of 2022

  • 58% rewritten

    Cash and Cash Equivalents

  • 55% rewritten

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

    Was: of Certain Beneficial Owners and Management and Related Stockholder Matters

  • 54% rewritten

    (Principal Executive Officer)

  • 51% rewritten

    ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

  • 49% rewritten

    Investors should be aware of the following potential conflicts of interest

  • 46% rewritten

    Opinion on the Financial Statements

  • 38% rewritten

    As of December 31, 2025 and 2024, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income

    Was: As 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

  • 34% rewritten

    101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

  • 34% rewritten

    Going Concern Consideration

  • 33% rewritten

    Concentration of Credit Risk

  • 32% rewritten

    Changes in Internal Control over Financial Reporting

  • 29% rewritten

    AQR Capital Management, LLC (5) 351,475 10.09 %

    Was: AQR Capital Management, LLC (7) 635,001 7.33 %

  • 29% rewritten

    Net Income (Loss) Per Common Share

  • 27% rewritten

    MaloneBailey, LLP, or “MB”, acts as our independent registered public accounting firm. The following is a summary of fees paid to MB for services rendered

  • 26% rewritten

    Promissory Note In Connection With Extension Payments

All 81 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Merger Agreement In Connection With KM QUAD Business Combination96% rewritten
  2. 02Merger Agreement with Smart Kreate Group LimitedNew
  3. 03On October 18, 2024, the Company entered into a non-binding letter of intent (“LOI”) with QUAD regarding a potential business combination. As a result of the execution of the LOI, the deadline by which the Company was required to complete its initial business combination was extended to January 10, 2025New
  4. 04Acquisition Criteria Expansion80% rewritten
  5. 05For the year ended December 31, 2025, we had net loss of $780,924, which primarily consisted of interest income of $853,854, offset by general and administrative expenses of $1,306,931, related party administrative fees of $120,000, franchise tax expense of $40,800 and income tax expense of $167,047New
  6. 06Liquidity and Capital Resources90% rewritten
  7. 07Off-Balance Sheet Arrangements
  8. 08Administrative Service Agreement
  9. 09Promissory Note In Connection With Extension Payments26% rewritten
  10. 10Critical Accounting Policies and Estimates
  11. 11Recent Accounting Standards93% rewritten
  12. 12ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  13. 13ITEM 9A. CONTROLS AND PROCEDURES
  14. 14Evaluation of Disclosure Controls and Procedures
  15. 15Management’s Annual Report on Internal Controls Over Financial Reporting
  16. 16(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 consolidated financial statements
  17. 17Changes in Internal Control over Financial Reporting32% rewritten
  18. 18Ping Zhang 62 Independent DirectorNew
  19. 19Number and Terms of Office of Officers and Directors
  20. 20Financial Experts on Audit Committee
  21. 21We 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
  22. 22Compensation Committee Interlocks and Insider Participation
  23. 23Investors should be aware of the following potential conflicts of interest49% rewritten
  24. 24Pelican Acquisition Corporation Special Purpose Acquisition Company Independent DirectorNew
  25. 25Limitation on Liability and Indemnification of Directors and Officers
  26. 26Section 16(a) Beneficial Ownership Reporting Compliance
  27. 27Executive Officers and Director Compensation
  28. 28ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS55% rewritten
  29. 29AQR Capital Management, LLC (5) 351,475 10.09 %29% rewritten
  30. 30(2) Shares are held by Yocto Investments LLC (our Sponsor), which is controlled by Ms. Chen ChenNew
  31. 31Promissory Note – KM QUAD77% rewritten
  32. 32The 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
  33. 33Shareholder Support AgreementNew
  34. 34As of December 31, 2025, the KM QUAD Business Combination had not been consummated. Subsequent to December 31, 2025, on January 15, 2026, the parties entered into a Termination Agreement pursuant to which the KM QUAD Merger Agreement was terminated by mutual consentNew
  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 rendered27% rewritten
  36. 36ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES51% rewritten
  37. 37Notes to Consolidated Financial Statements F-7
  38. 384.5* Description of Securities
  39. 39101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document34% rewritten
  40. 40(Principal Executive Officer)54% rewritten
  41. 41Report of Independent Registered Public Accounting Firm (PCAOB ID # 206 ) F-260% rewritten
  42. 42Opinion on the Financial Statements46% rewritten
  43. 43Commitments and Contingencies - -81% rewritten
  44. 44Loss from operations ( 1,467,731 ) ( 810,534 )New
  45. 45Net (loss) income $ ( 780,924 ) $ 2,094,096New
  46. 46Interest earned on cash and investments held in Trust Account ( 845,374 ) ( 3,637,871 )88% rewritten
  47. 47Net cash used in operating activities ( 1,828,787 ) ( 584,488 )88% rewritten
  48. 48Net cash provided by investing activities 54,727,469 1,029,04098% rewritten
  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 Meeting78% rewritten
  52. 52Termination of Merger Agreement with KM QUADNew
  53. 53In connection to the Merger agreement the Company entered into unsecured promissory notes with KM QUAD, (see note 9)New
  54. 54Sponsor Support AgreementNew
  55. 55Going Concern Consideration34% rewritten
  56. 56Inflation Reduction Act of 202259% rewritten
  57. 57Principles of consolidationNew
  58. 58Cash and Cash Equivalents58% rewritten
  59. 59As of December 31, 2025 and 2024, the Company had $ 19,233,261 and $ 73,115,355 , respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S. government securities
  60. 60The Company has identified the United States and the State of Delaware as its only “major” tax jurisdictions
  61. 61Net Income (Loss) Per Common Share29% rewritten
  62. 62Redeemable common stock subject to possible redemption77% rewritten
  63. 63Non-redeemable common stock80% rewritten
  64. 64Concentration of Credit Risk33% rewritten
  65. 65Fair Value of Financial Instruments
  66. 66Common Stock Subject to Possible Redemption
  67. 67When 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 cash and investments held in Trust Account which are included in the accompanying consolidated statements of operations
  68. 68Recent Accounting Pronouncements93% rewritten
  69. 69Note 3 — Initial Public Offering
  70. 70Note 4 — Private Placement66% rewritten
  71. 71Promissory Note — Related PartyNew
  72. 72Note 7 — Stockholders’ Deficit
  73. 73Note 8 — Fair Value Measurements
  74. 74Level 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
  75. 75Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability64% rewritten
  76. 76Note 9 — Promissory Note – KM QUADNew
  77. 77Deferred tax asset, net of allowance $ - $ -74% rewritten
  78. 78As of December 31, 2025 and 2024, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income38% rewritten
  79. 79Note 11 — Other LiabilityNew
  80. 80Note 12 — Subsequent Events87% rewritten
  81. 81Subsequent to December 31, 2025, the Company deposited $ 60,000 into the trust account for each monthly extension from January 2026 through April 2026 for a total of $ 240,000 , thereby extending the date by which the Company could complete a business combination to May 10, 2026New

Other Quetta Acquisition 10-Ks

  • FY2024 10-K risk factors
    74 risks

    Quetta Acquisition Corp is focused on completing its business combination with KM QUAD and Jiujiang Lida Technology Co., Ltd. The company faces a working capital deficit and relies on extensions and promissory notes to fund operations. Officers have divided loyalties, and CEO Hui Chen also leads Yotta Acquisition Corporation.

    Filed Apr 07, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.