QETA SEC filings, in plain English
Everything Quetta Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Quarterly report on Form 10-Q for Quetta Acquisition Corporation for the period ended June 30, 2026. The SPAC terminated its merger agreement with KM QUAD in January 2026 and subsequently entered a new Business Combination Agreement on March 6, 2026, with Smart Kreate Group Limited (SKG). In the quarter, it recorded a $1,040,000 gain on forgiveness of promissory notes after KM QUAD released the Company from its obligations. The trust value per share at June 30, 2026, increased to $11.70 (from $11.34 at year-end). The Company's trust account held $19.85 million as of June 30, 2026, up from $19.23 million. The redemption deadline was extended to September 10, 2026. Why it matters: This filing confirms the SPAC has abandoned its earlier target (KM QUAD) and established a new deal with SKG. The complete discharge of prior KM QUAD debt and extension fees removes a potential overhang. The trust value per share has grown, indicating the trust is accumulating interest. The SPAC has very little cash outside the trust ($4,575) and reports a working capital deficit, signaling it is reliant on the SKG deal closing or further funding.
What changed vs 2026-05-15trust $19.5M → $19.9M +2%sponsor loan $1.0M → $160Ktrust account, sponsor loans outstanding, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $19.5M$19.9M
- Sponsor loans outstanding
- $1.0M$160K
- Combination deadline
- 2026-10-10 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to focus on target businesses in Asia.… · unchanged
- Redeemable shares
- 1.70M · unchanged
SpacBrain reads this as $312,858 was added to the trust between the two filings.
The clause …“asset 55,814 12,902 Total Current Assets 126,305 22,431 Cash and investments held in Trust Account 19,854,590 19,233,261 Total Assets $ 19,980,895 $ 19,255,692 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Due to related”…
SpacBrain reads this as $880,000 of sponsor debt has come off.
The clause “Party As of June 30, 2026 and December 31, 2025, the Company had $ 570,000 and $ 160,000 outstanding under promissory notes due to related party, respectively. The Company also had no outstanding under a promissory note with KM QUAD as”…
The clause “Business Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD would be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000. On or before”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively) 204 204 Accumulated deficit ( 4,844,160 ) ( 5,107,245”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report (Item 8.01) disclosing a trust account extension payment and corresponding business combination deadline extension. According to the filing, on August 10, 2026, Quetta Acquisition Corporation deposited an aggregate of $60,000 into its trust account for the benefit of its public stockholders. This deposit enables the company to extend the period to consummate its initial business combination by one month, shifting the hard deadline from August 10, 2026, to September 10, 2026. The report was signed by Chief Executive Officer Zihan Chen. Why it matters: This update recalibrates the redemption timeline and trust distribution mechanics. By funding the $60,000 extension payment, management delays the automatic liquidation trigger, granting shareholders until September 10, 2026, to exercise redemption rights at their pro-rata trust share if they oppose the pending transaction. The filing contains no substantive details regarding the prospective target, valuation, technology, customer base, or strategic partnerships. However, the sponsor's decision to pay out-of-pocket signals continued negotiation activity or due diligence rather than a pivot to liquidation. Tracking investors must adjust their deadline watches and redemption notices to reflect the newly established monthly horizon.
What changed: A Form 8-K Current Report (Item 8.01, Other Events) serving as a routine compliance disclosure announcing a trust account deposit to secure a SPAC merger timeline extension. Per the filing executed by Chief Executive Officer Zihan Chen on July 10, 2026, Quetta Acquisition Corp deposited an aggregate $60,000 (designated the 'Extension Payment') into its trust account. This mechanical action extends the company's deadline to consummate an initial business combination by one month, shifting the expiration from July 10, 2026, to August 10, 2026. Why it matters: The filing materially resets the redemption and liquidation calendar for public shareholders, deferring the mandatory trust dissolution date and preserving trust capital for thirty additional days while the sponsor continues seeking a target. The document contains no further substantive disclosures regarding acquisition pipelines, transaction economics, sponsor compensation adjustments, executive departures, litigation, customer metrics, revenue, market sizing, or strategic partnerships; it exclusively serves as a procedural notice of the funding and schedule modification.
What changed: A Form 425 filing submitted by Smart Kreate Group Limited (SKG) pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934. The filing furnishes a Sing Tao Headline interview published on July 6, 2026, containing remarks by the CEO of SKG regarding business development plans in connection with the proposed business combination with Quetta Acquisition Corp. No adjustments are reported to redemption deadlines, trust account balances, extension mechanisms, sponsor conduct, or public shareholder voting procedures. Regarding deal progress, the filing reiterates that SKG executed a business combination agreement with Quetta Acquisition Corp on March 6, 2026, and confirms the transaction remains contingent upon customary closing conditions, specifically regulatory review and shareholder approvals. No updated timelines, proxy solicitation dates, or trust value disclosures are included. Why it matters: While the filing does not alter transaction mechanics, it introduces material strategic and commercial disclosures that shape the investment thesis ahead of the definitive merger documents. The CEO of SKG stated that the Company has formed a strategic partnership with KEC (Hong Kong) Limited, a subsidiary of KLN Logistics Group Limited, to jointly develop a cross-border e-commerce logistics platform. Under terms disclosed by the CEO, SKG will supply the technology platform while KEC will contribute order volume and operational resources. The CEO further noted that both parties are engaged in ongoing discussions regarding priority markets and future strategic direction for the partnership, and outlined executive plans to expand into additional overseas markets as part of a broader international growth strategy. On product strategy, the CEO described SKG's intent to introduce a software-as-a-service platform targeting small and medium-sized enterprise customers. The CEO explained that SKG's existing client roster consists primarily of large enterprises that receive customized solutions, and positioned the upcoming SaaS offering as a standardized complement designed to capture a broader customer base. Because these assertions outline the assumed demand drivers, partnership economics, and product pipeline that management expects to monetize post-closing, they directly influence investor evaluation of projected revenue scales and execution risk. Definitive financial performance data, formal redemption mechanics, proxy vote timelines, and sponsor governance details will be contained in the forthcoming Form F-4 registration statement and associated proxy materials, as acknowledged in the filing's forward-looking statements disclaimer.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, with unaudited financial statements and management's discussion and analysis. The SPAC terminated its merger agreement with KM QUAD on Jan 15, 2026, releasing the $1,040,000 promissory note on Apr 30, 2026. SPAC entered a new Business Combination Agreement with Smart Kreate Group Limited (SKG) on Mar 6, 2026. SKG agreed to fund $60,000 per month in extension payments (six extensions through Aug 9, 2026); $120,000 was due to SKG as of Mar 31, 2026. The sponsor (Yocto Investments LLC) issued a promissory note to SKG for up to $200,000 on Apr 9, 2026, convertible at $3.00/share upon deal closing. Trust value increased from $19,233,261 to $19,541,732; redemption value per share rose to $11.56. Cash is $909 with a working capital deficit of $2,952,897; Going concern doubt is reiterated. The SPAC transferred Nasdaq listing from Global Market to Capital Market effective May 14, 2026. Outstanding shares are 3,747,748. Net loss for the quarter was $13,521 vs. $193,671 in the prior year. Why it matters: This filing is the first comprehensive update since the new merger agreement with SKG was signed. It confirms that the prior KM QUAD deal is formally dead (debt discharged) and sets the financial baseline for the SKG transaction. The extremely low cash balance and large working capital deficit, combined with the sponsor's $200,000 note to SKG, signal the sponsor is relying on SKG to fund operations. The Nasdaq transfer to the Capital Market resolves a listing deficiency, removing a risk. The trust value per share ($11.56) provides the redemption basis for any public holders evaluating the SKG deal.
What changed vs 2025-11-14trust $73.1M → $19.5M -73%sponsor loan $100K → $1.0Mtrust account, sponsor loans outstanding, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $73.1M$19.5M
- Sponsor loans outstanding
- $100K$1.0M
- Combination deadline
- 2026-10-10 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to focus on target businesses in Asia.… · unchanged
- Redeemable shares
- 1.70M · unchanged
SpacBrain reads this as $53,573,623 left the trust between the two filings.
The clause …“asset 20,593 12,902 Total Current Assets 21,502 22,431 Cash and investments held in Trust Account 19,541,732 19,233,261 Total Assets $ 19,563,234 $ 19,255,692 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Due to related”…
SpacBrain reads this as the sponsor has advanced $940,000 more.
The clause …“promissory notes due to related party, respectively. The Company also had $ 1,040,000 outstanding under a promissory note with KM QUAD as of both March 31, 2026 and December 31, 2025. The Promissory Note is unsecured, interest-free”…
The clause “Business Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000. On or before”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 shares subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively) 204 204 Accumulated deficit ( 5,494,453 ) (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report under Item 8.01 Other Events disclosing a Nasdaq stock exchange listing transfer and regained compliance with exchange standards. On May 12, 2026, Nasdaq approved the transfer of the company’s ordinary shares (QETA), units (QETAU), and rights (QETAR) from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on May 14, 2026. Nasdaq simultaneously notified the registrant that it regained compliance with the minimum Market Value of Listed Securities (MVLS) requirement and meets all applicable continued listing standards. As a result, a previously scheduled hearing before a Nasdaq Hearings Panel—triggered by a delisting notice from the Nasdaq Listing Qualifications Department Staff on April 6, 2026—was cancelled. Why it matters: This filing contains no amendments to the redemption calendar, trust distribution mechanics, business combination deadlines, extension votes, or sponsor administrative arrangements. The company states the transfer will not affect trading and symbols remain unchanged. The primary substantive impact is regulatory: maintaining active listing status removes the imminent delisting threat raised on April 6, 2026. Downgrading from the Nasdaq Global Market to the Capital Market tier does not alter the underlying SPAC structure, but it may affect institutional index eligibility, market maker participation, and general trading liquidity while the company pursues a target merger or navigates a potential liquidation.
What changed: A Current Report on Form 8-K (Period of Report: April 30, 2026) filed with the SEC on May 7, 2026, functioning as a routine compliance disclosure accompanying Exhibit 10.1. The filing identifies a Release and Discharge of Promissory Notes executed between Quetta Acquisition Corporation and KM Quad, a Cayman Islands exempted company, to formally cancel and settle outstanding debt obligations. According to the April 30, 2026 Release attached as Exhibit 10.1, KM Quad irrevocably released, canceled, and discharged the Company from all obligations under three specific promissory notes: a note dated November 4, 2024 in the principal amount of $500,000; a note dated February 14, 2025 in the principal amount of $250,000; and a note dated April 20, 2025 in the principal amount of $290,000. The aggregate principal amount of the discharged notes was exactly $1,040,000. Under the terms documented in the filing, KM Quad confirmed that no amounts remain due or payable under these instruments, including principal, interest, fees, or other charges. As stated in Item 8.01 of the 8-K, the Company therefore holds no outstanding obligations under these notes moving forward. This discharge executes the settlement framework established in a Termination Agreement dated January 15, 2026, under which both parties mutually agreed to terminate a prior proposed transaction and resolve related accounts. Why it matters: For investors tracking SPAC lifecycle mechanics, this filing provides no updates to the shareholder redemption calendar, does not alter the trust account balance or per-share distribution formula, and announces no extension of the business combination deadline. It confirms the formal abandonment of a prior merger candidate, meaning investor capital remains fully segregated in trust pending either a future target announcement or a liquidation event. The removal of $1,040,000 in legacy debt eliminates contingent repayment exposure and simplifies the capital structure ahead of any future combination or wind-down. Sponsor conduct is reflected in the execution of the release, which was countersigned on behalf of the registrant by Chief Executive Officer Zihan Chen on May 7, 2026, signaling active administrative closure of the terminated deal pathway. No claims, projections, or operational disclosures regarding customer relationships, revenue streams, market size, technology development, partnership arrangements, or ongoing litigation are present in this submission.
What changed: A Form 8-K filing reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 30, 2026, Nasdaq’s Listing Qualifications Department notified Quetta Acquisition Corporation that it failed to meet the minimum Market Value of Publicly Held Shares ("MVPHS") requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C), based on the company’s MVPHS over the 30 consecutive business days from March 18, 2026 through April 29, 2026. Nasdaq granted a compliance period of 180 calendar days, expiring October 27, 2026, to regain compliance by achieving an MVPHS of at least $15,000,000 for ten consecutive business days. The notice carries no immediate effect on listing or trading. Chief Executive Officer and Director Zihan Chen stated the company intends to actively monitor its MVPHS and may consider available options to regain compliance, while noting there can be no assurance of success. The filing contains no disclosures regarding redemption deadlines, trust value mechanics, merger deal progress, extensions, or sponsor conduct changes. Why it matters: Exchange listing maintenance directly impacts secondary market liquidity, shareholder accessibility, and the administrative feasibility of executing a business combination within standard SPAC timeframes. A sustained inability to restore the $15,000,000 MVPHS threshold before the October 27, 2026 deadline could trigger suspension or delisting, which typically reduces trading volume, increases bid-ask spreads, and complicates redemption processing and merger voting logistics. The defined cure period creates a hard deadline for management to stabilize public float valuation, secure additional capital, or finalize a target transaction to prevent adverse listing action that would impair the company’s operations as a listed acquisition vehicle.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Quetta Acquisition Corp, a blank-check company. The KM QUAD merger agreement was terminated on January 15, 2026. A new Business Combination Agreement was entered into on March 6, 2026 with Smart Kreate Group Limited at an enterprise value of US$200 million. Former CEO Hui Chen was replaced by Zihan Chen on February 11, 2026. The trust account balance fell from $73.1 million to $19.2 million after redemptions of 5,199,297 shares for approximately $55.2 million at the January 10, 2025 special meeting. The redemption value per share was $11.34 at year-end 2025 vs $10.60 at year-end 2024. The company recorded a $551,522 excise tax liability. It had a working capital deficit of $2.6 million and only $1,195 cash. Why it matters: The filing is extremely material because the SPAC abandoned its prior target, has a new deal with Smart Kreate Group, replaced its CEO, burned through most of its cash, has a negative working capital position, faces a May 10, 2026 deadline for the new deal, and carries a going concern qualification from its auditor. The trust value per share is $11.34. At least $1.04 million in promissory notes from the failed KM QUAD deal became due upon that deal's termination. The company is at high risk of failing to close the new deal and liquidating.
What changed vs 2025-04-07sponsor loan $400K → $326Kshares 6.90M → 1.70M -75%sponsor loans outstanding, redeemable shares, trust account +32 moved · 4 with no prior record of ours
- Sponsor loans outstanding
- $400K$326K
- Redeemable shares
- 6.90M1.70M
- Trust account
- $73.1M · unchanged
- Combination deadline
- 2026-10-10 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on operating businesses in Asia… · unchanged
SpacBrain reads this as $74,000 of sponsor debt has come off.
The clause …“or (iv) expiration of the Combination Period. As of April 22, 2026, $ 326,000 was outstanding under the Promissory Note. On January 15, 2026, the Company and the other parties to the Agreement and Plan of Merger, dated”…
SpacBrain reads this as 5,199,297 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of December 31, 2025 and 2024, respectively) 204 204 Accumulated deficit ( 5,107,245 ) (”…
The clause “2) Significant Other Unobservable Inputs (Level 3) Assets Cash and Investments held in Trust Account $ 73,115,355 $ 73,115,355 - - F- 19 Note 9 — Promissory Note – KM QUAD In November 2024, February 2025 and May 2025, the Company issued”…
The clause …“the Company has to consummate a business combination from January 10, 2025 to October 10, 2026 (36 months from the consummation of the Company’s initial public offering), on a month-by-month basis, up to a total of 21 times, by”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report disclosing Nasdaq delisting notices and a delay in filing an Annual Report on Form 10-K. Per the registrant's disclosure, on April 6, 2026, Nasdaq notified Quetta Acquisition Corporation it would delist the securities due to failing the minimum Market Value of Listed Securities requirement and having fewer than 400 total holders. On April 20, 2026, Nasdaq added a separate basis for delisting because the company had not yet filed its Form 10-K for the fiscal year ended December 31, 2025. The Company has requested a stay of trading suspension pending a Nasdaq Hearings Panel review scheduled for May 14, 2026. Why it matters: While this filing announces no new redemption deadline or trust distribution schedule, the compounded listing violations and missed annual report signal deteriorating sponsor administration that frequently triggers business combination termination clauses. Per the registrant's statement, Nasdaq required notification of intent to proceed with the hearing by April 27, 2026, which Quetta completed on April 21, 2026. As noted by the Company and signed by Chief Executive Officer Zihan Chen, management intends to file the Form 10-K for the year ended December 31, 2025, as soon as practicable but offers no assurance regarding the hearing outcome or regained compliance. For public shareholders, this administrative breakdown increases the likelihood of early termination or forced liquidation ahead of the original merger timeline. Given the delisting triggers tied to market valuation, the ongoing secondary market price is likely trading at a steep discount to the initial trust balance, meaning any eventual shareholder exit or redemption recovery may differ materially from the offering baseline. Investors should watch the May 14 panel decision for clues on whether an extension vote or wind-down procedure will be formally proposed.
What changed: A Form 425 submission consisting of a Form 8-K Current Report (Item 3.01) disclosing Nasdaq delisting proceedings and a scheduled Hearings Panel hearing. On April 6, 2026, Nasdaq’s Listing Qualifications Department notified Quetta Acquisition Corporation that its securities would be delisted due to failure to meet the minimum Market Value of Listed Securities requirement and for having fewer than 400 total holders under Nasdaq Listing Rule 5450(a)(2). On April 20, 2026, Nasdaq added that the unfiled Annual Report on Form 10-K for the fiscal year ended December 31, 2025 constitutes an additional independent basis for delisting. Nasdaq required the company to notify its Hearings Panel by April 27, 2026 to secure a stay of trading suspension pending the May 14, 2026 hearing. On April 21, 2026, via Chief Executive Officer and Director Zihan Chen, the company confirmed it will address the matter at that hearing. This filing does not disclose redemption deadlines, trust account mechanics, extension approvals, target transaction progress, or sponsor conduct. Management states it intends to file the 10-K as soon as practicable but provides no assurance the Panel will grant a stay, approve continued listing, or that the company will regain compliance. Why it matters: Nasdaq’s multi-ground delisting threat materially compromises the SPAC’s ability to operate as a listed entity or consummate a business combination, creating direct structural risk to shareholder capital. Under standard SPAC charters, loss of listed status or failure to list a successor entity typically triggers automatic termination procedures, which would initiate mandatory redemption timelines and govern the distribution of remaining trust proceeds. The delayed 10-K filing obscures current financial condition and complicates sponsor diligence, while management’s forward-looking statements explicitly warn that actual results may differ materially from stated intentions. Investors tracking redemption windows, trust value preservation, and deal viability should treat the May 14 Hearings Panel determination as a near-term catalyst that could force an accelerated redemption period, mandate a charter amendment vote, or result in liquidation without a completed merger.
What changed: A Form 8-K Current Report submitted as a Rule 425 written communication disclosing a Nasdaq delisting notice and the registrant’s intent to appeal. Nasdaq formally determined to delist Quetta Acquisition Corporation following the expiration of a 180-calendar-day compliance period on March 2, 2026. The action results from failing the minimum Market Value of Listed Securities requirement of $50,000,000, and failing to qualify for a transfer to Nasdaq Capital Market because it held fewer than 300 public holders under Rule 5550(a)(3). Nasdaq also cited failure to maintain at least 400 total holders under Rule 5450(a)(2) as an independent basis for delisting. The registrant, via Chief Executive Officer and Director Zihan Chen, stated it will request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which will stay any suspension pending the decision. The filing contains no updates to redemption deadlines, trust account distributions, extension mechanisms, merger execution timelines, or sponsor conduct. Why it matters: Delisting threatens secondary market liquidity and shareholder trading access, which could constrain exit options for public shareholders prior to any announced business combination. Because this filing amends no prospectus terms, proxy schedules, or liquidation triggers, existing redemption calendars and trust valuations remain governed by prior filings. Beyond the listing mechanics, the document contains forward-looking statements attributing to the Company expectations about regaining Nasdaq compliance, monitoring listed security market value, and executing its business strategy, explicitly cautioning these are not guarantees. All determinations, deadlines, holder thresholds, and procedural appeals are sourced exclusively to the Nasdaq Listing Qualifications Department, Nasdaq Listing Rules 5450 and 5550, and the registrant’s executed statements.
What changed: This is a Form 8-K Current Report disclosing that Quetta Acquisition Corporation received written notice from Nasdaq’s Listing Qualifications Department determining to delist its securities due to failure to satisfy continued listing standards. The report states that Nasdaq initially notified the Company on September 10, 2025, of non-compliance with the minimum Market Value of Listed Securities ("MVLS") requirement of $50,000,000. The 180-calendar-day compliance period expired on March 2, 2026. On February 23, 2026, the Company applied to transfer its listing to the Nasdaq Capital Market but was denied because it did not meet the minimum requirement of 300 public holders under Nasdaq Listing Rule 5550(a)(3). On April 6, 2026, Nasdaq issued written notice of delisting due to the MVLS shortfall and a separate failure to satisfy the at least 400 total holders requirement under Rule 5450(a)(2). Chief Executive Officer Zihan Chen signed the April 10, 2026 filing to state that the Company intends to request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which would stay suspension pending the Panel’s decision. The filing does not contain updated information on redemption deadlines, trust account distributions, merger target progress, extension schedules, or sponsor conduct. Why it matters: Although the report does not formally adjust redemption clocks or trust mechanics, Nasdaq’s delisting determination fundamentally changes the liquidity and trading venue for QETA units, common stock, and rights, typically moving them out of institutional exchange platforms and into lower-liquidity environments. The explicit acknowledgment that the Company cannot sustain a $50,000,000 market value or attract sufficient shareholder counts signals intense market pricing pressure that can push secondary market prices toward or below published trust redemption benchmarks, regardless of the stated per-share trust value. Additionally, loss of exchange listing can introduce procedural hurdles for future business combination shareholder votes or financing closings, as some counterparties require continued exchange qualification. Investors should track the April 13, 2026 hearing request window and any subsequent Nasdaq Hearings Panel ruling, as those milestones will determine whether listing appeal proceedings continue or if the securities transition permanently off-exchange.
What changed: A Form 12b-25 Notification of Late Filing (NT 10-K), classified as a routine compliance exhibit submitted by Quetta Acquisition Corporation to the SEC. First, this filing serves as a regulatory notice that the company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, will not meet the March 31, 2026 statutory deadline for smaller reporting companies. Why it matters: Investors tracking the announced combination must recalibrate expectations around the proxy and redemption calendar. The postponement of the audited financials means management will either need to align the merger timeline with the April 15, 2026 filing window or seek a separate corporate extension to prevent capital erosion from accelerated redemptions. Until Zihan Chen and the independent accountants validate the December 31, 2025 statements, shareholders lack cleared metrics to evaluate sponsor diligence or benchmark against the publicly tracked trust share value.
What changed: 8-K filed by Quetta Acquisition Corp (QETA) announcing the entry into a definitive Business Combination Agreement (BCA) with Smart Kreate Group (SKG) on March 6, 2026, including related support agreements, registration rights agreement, and assignment of rights agreement. SPAC QETA signed a BCA to combine with Smart Kreate Group, an AI-driven cloud logistics company. The transaction structure involves two mergers: (1) QETA merges into a Cayman subsidiary of PubCo (Smart Kreate Group Limited, Cayman) and (2) a BVI subsidiary merges into SKG. The Company Equity Value is set at $200 million plus any equity-linked financing proceeds after signing. Exchange Ratio = Price per Share / $10. The sponsor (Yocto Investments) agreed to vote in favor, waive anti-dilution, not redeem. The company will fund up to six monthly extension fees of $60k each through August 2026. Sponsor gets a put option on up to 800k PubCo shares at $4 and a call option by PubCo on up to 1.5M shares at $4/$6. Deferred underwriting fee ($2.415M) to be restructured. Lock-up: sponsor and insiders 9 months; company shareholders 9 months (significant shareholders can be released early if stock ≥$12.50 for 20 of 30 days after 60 days). Registration rights: shelf filing within 30 days post-close. Board: 7 directors, 6 designated by company, 1 by sponsor. Target describes itself as AI-enabled logistics OS platform with strategic shareholder being a 3PL market leader in Asia. Why it matters: This is the definitive deal announcement for QETA. Investors need to assess the implied valuation ($200M enterprise value) and exchange ratio mechanics. The sponsor's commitment not to redeem and the extension funding from the company reduce liquidation risk. The put and call options provide a floor for sponsor shares. Lock-up terms and registration rights affect future liquidity. The target's business (AI logistics) and strategic partner (Oceanus Family Office, KEC/KLN Logistics) provide context. The trust per share is $11.70, so investors should evaluate whether the deal offers adequate return versus redemption. The deal has a 270-day outside date from March 6, 2026. Extension funding by the company through August 2026 covers near-term deadlines. The transaction is expected to close Q3 2026.
What changed: Form 8-K Current Report detailing the resignation of the Chief Executive Officer and Board Director, and the simultaneous appointment of a successor CEO and Board Director, alongside the terms of a new employment agreement. According to the company's 8-K filing dated February 13, 2026, Mr. Hui Chen resigned as Chief Executive Officer and as a member of the Board of Directors of Quetta Acquisition Corporation effective February 11, 2026. The filing states that Mr. Chen’s resignation 'was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.' On the same effective date, February 11, 2026, the Board appointed Mr. Zihan Chen, age 34, as Chief Executive Officer and as a member of the Board of Directors. The filing discloses that Mr. Chen holds a bachelor’s degree from Xiamen University of Technology, asserts no family relationships exist between him and any current director or executive officer, and confirms no related-party transactions require disclosure under Item 404(a) of Regulation S-K. Additionally, the company entered into an employment agreement on February 11, 2026, pursuant to which the new CEO is entitled to a base salary of $2,000 per month. Why it matters: This filing does not modify any existing redemption deadlines, trust account distributions, extension mechanisms, or business combination targets tracked for Quetta Acquisition Corp. It primarily impacts sponsor conduct and governance monitoring by documenting an executive leadership transition accompanied by a public denial of underlying operational disagreements. The $2,000 per month base salary figure provided in the employment agreement reveals a low fixed cash compensation structure for the incoming principal executive during this reporting period. Shareholders should note that while management composition has shifted, the filing contains no assertions regarding deal progress, customer metrics, revenue projections, market size, technology developments, or litigation that would immediately alter the fundamental mechanics of unit conversion or trust value retention.
What changed: 8-K Current Report reporting termination of a material definitive agreement (Merger Agreement). The Merger Agreement dated February 14, 2025 between Quetta Acquisition Corp and KM QUAD, Quad Global Inc., and Quad Group Inc. was terminated by mutual agreement effective January 15, 2026, with mutual releases and no admission of fault. Why it matters: The SPAC no longer has a business combination target; it must now identify a new target or face liquidation. The trust value of $11.7 per share remains available for redemption, but the deal timeline is reset.
What changed: Quarterly Report (Form 10-Q) for Quetta Acquisition Corporation for the period ended September 30, 2025. The trust account balance decreased from $73,115,355 as of December 31, 2024 to $18,933,453 as of September 30, 2025, primarily due to $55,152,224 in redemptions following the January 10, 2025 stockholder vote. The company extended the deadline to complete a business combination to December 10, 2025, by depositing $60,000 per month through November 2025. A working capital deficit of $2,386,646 existed as of September 30, 2025, and management expressed substantial doubt about the company's ability to continue as a going concern. The company recorded a $551,522 excise tax liability for redemptions. The number of outstanding shares decreased from 6,900,000 to 1,700,703 redeemable shares. Why it matters: This filing reveals significant cash burn and a precarious financial position. The large redemption, coupled with the going concern warning, suggests a high risk that the business combination with KM QUAD may not close, potentially leading to liquidation. The trust value per share ($11.18) remains above the IPO price, but the trust is much smaller, and the company is illiquid outside of it. The Nasdaq listing deficiency for failure to meet the $50 million Market Value of Listed Securities requirement adds another layer of risk for shareholders.
sponsor loans outstanding, trust account, combination deadline +3nothing moved · 6 with no prior record of ours
- Sponsor loans outstanding
- not previously extracted$100K
- Trust account
- $73.1M · unchanged
- Combination deadline
- 2026-10-10 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to focus on target businesses in Asia.… · unchanged
- Redeemable shares
- 1.70M · unchanged
The clause …“the business combination (the “Promissory Note”). As of September 30, 2025, $ 100,000 was outstanding under the Promissory Note. The Promissory Note is unsecured, interest-free and due on the earlier date of (i) consummation of the”…
The clause …“(Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 73,115,355 $ 73,115,355 - - Note 9 — Promissory Note – KM QUAD In November 2024, February 2025 and May 2025, the Company issued an”…
The clause “Business Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000. On or before”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively) 204 204 Accumulated deficit (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit / Form 8-K filing reporting a Nasdaq listing deficiency notice. On September 3, 2025, the Nasdaq Listing Qualifications Department notified Quetta Acquisition Corporation that its market value of listed securities (MVLS) failed to meet the $50,000,000 threshold for thirty consecutive business days. The company confirmed that trading will continue under symbols QETA, QETAR, and QETAU with no immediate suspension. Nasdaq granted an 180-day compliance period ending March 2, 2026. During this window, the company must achieve a closing price at or above $50,000,000 for ten consecutive business days to regain compliance. If unmet by the deadline, the securities become subject to delisting, at which point the company may appeal the determination or apply for a transfer to the Nasdaq Capital Market if those specific listing standards are satisfied. Why it matters: For a SPAC tracking a announced combination, exchange compliance directly governs secondary-market liquidity and shareholder optionality prior to merger closing. Sustained MVLS shortfalls frequently reflect thin trading volume or capital conservation measures, which can constrain a sponsor’s ability to fund due diligence, cover merger costs, or defend against mass redemptions without negotiating an extension or bridge facility. The filing establishes March 2, 2026 as a definitive liquidity horizon; missing the compliance target could compress bid-ask spreads, trigger forced restructuring clauses, or deter target advisors from proceeding under current valuation assumptions. Chief Executive Officer Hui Chen signed the submission to confirm corporate awareness, but the document contains no updates on target negotiations, cash positions, redemption mechanics, or sponsor conduct beyond standard compliance monitoring.
What changed: Quetta Acquisition Corp's Form 10-Q quarterly report for the period ended June 30, 2025, filed August 19, 2025, containing unaudited consolidated financial statements, MD&A, and disclosures on the pending KM QUAD merger, trust account, redemptions, extensions, and going concern. Trust account investments fell from $73,115,355 at December 31, 2024 to $18,716,360 at June 30, 2025 after January 2025 redemptions of 5,199,297 shares totaling approximately $55,152,224. Redeemable common stock dropped from 6,900,000 to 1,700,703 shares, with redemption value at $10.99 per share. The company paid $60,000 monthly extension deposits from January through August 2025, extending the business combination deadline to September 10, 2025. The KM QUAD merger agreement remains pending; KM QUAD has deposited extension fees and the company owes $1,040,000 under KM QUAD promissory notes. The company recorded a $551,522 excise tax liability related to redemptions and reports substantial doubt about going concern, with cash of $225,929 and a working capital deficit of $2,134,700. Why it matters: Investors tracking redemption mechanics and deal progress need to see that the trust has been massively reduced by redemptions, leaving a much smaller per-share trust value, while the company has used monthly extensions to keep the merger window open to September 10, 2025 and potentially into October 2026. The pending KM QUAD transaction, funded extension fees, excise tax liability, low cash balance, and going-concern disclosure all bear directly on whether the deal can close and at what economic terms for remaining shareholders.
trust account, combination deadline, going-concern doubt +2nothing moved · 5 with no prior record of ours
- Trust account
- $73.1M · unchanged
- Combination deadline
- 2026-10-10 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to focus on target businesses in Asia.… · unchanged
- Redeemable shares
- 1.70M · unchanged
The clause …“(Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 73,115,355 $ 73,115,355 - - Note 9 — Promissory Note – KM QUAD In November 2024, February 2025 and May 2025, the Company issued an”…
The clause “Business Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000. On or before”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively) 204 204 Accumulated deficit ( 4,530,159”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 12b-25, Notification of Late Filing, executed as a routine regulatory compliance exhibit to disclose that Quetta Acquisition Corporation could not submit its Quarterly Report on Form 10-Q for the period ended June 30, 2025, by the statutory deadline. Chief Executive Officer Hui Chen certified that the company missed the August 14, 2025 filing window due to a delay in completing its financial statements. The registration committed to delivering the Quarterly Report no later than the fifteenth calendar day following the prescribed filing date. Mr. Why it matters: The filing does not trigger an amendment to redemption mechanics, modify trust distribution protocols, or formally authorize a business combination extension, but it temporarily suspends the financial transparency investors require to evaluate deal progress, sponsor capital stewardship, and residual working capital adequacy. Because Mr. Chen characterized the setback as administrative and verified a historically clean filing schedule, the delay signals procedural pacing rather than operational distress.
What changed: A Schedule 13G/A amendment and Joint Filing Statement consenting to the combined filing of beneficial ownership reports for Quetta Acquisition Corporation pursuant to Rule 13d-1(k)(1). The provided excerpt contains only the joint filing consent page executed on May 15, 2025, by ATW SPAC Management LLC, Kerry Propper, and Antonio Ruiz-Gimenez. It confirms these parties agree to file jointly and incorporate this statement into the underlying Schedule 13G. It discloses no updated share quantities, percentage thresholds, trust value adjustments, redemption calendar modifications, extension triggers, or merger execution milestones. Why it matters: As an administrative compliance wrapper, it does not independently alter shareholder redemption windows, trust distribution mechanics, or sponsor governance conduct. It preserves the status quo of passive beneficial ownership reporting by the named insiders. No substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text. Any ownership-level changes or strategic intent that could impact sponsor conduct or deal progress would reside in the unquoted numerical and explanatory sections of the accompanying Schedule 13G/A, not this consent exhibit.
What changed: Routine compliance exhibit: Schedule 13G/A amendment reporting aggregated beneficial ownership by AQR-affiliated investment vehicles. The filing amends prior Section 13(d) disclosures for AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC regarding their collective holdings in Quetta Acquisition Corp. As an amended beneficial ownership report, it updates cumulative position thresholds previously submitted to the SEC, though no specific share quantities, acquisition dates, or percentage movements are included in the excerpt. Why it matters: Attribution to the provided filing metadata places the trust/share metric at $11.7. Within this framework, institutional 13G/A amendments help track how arbitrage capital repositions ahead of the merger vote and any active redemption window. Because the text contains no share counts, price targets, or timeline anchors, the direct mechanical impact on redemption deadlines or trust distribution timing cannot be calculated from this document alone. Consequently, there are zero operational claims, customer metrics, revenue estimates, technology roadmaps, partnership announcements, litigation details, or sponsor conduct allegations contained herein. The submission functions solely as a regulatory ownership update with no additional substantive disclosures.
What changed: Schedule 13G beneficial ownership report. The filing identifies TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank as co-reporting parties for a Schedule 13G submitted on May 13, 2025. The provided excerpt contains no share counts, ownership percentages, transaction dates, acquisition considerations, or redemption-related provisions. Why it matters: As a Schedule 13G, this document tracks passive or non-controlling equity concentration rather than active merger approval, tender windows, or extension voting mechanics. Because the excerpt lacks the required Schedule 13G exhibits detailing shares held, cost basis, acquisition dates, or statements regarding investment purpose, it does not independently signal shifts in redemption pressure, adjust trust value distributions, trigger extension procedures, or reflect sponsor conduct. Investors monitoring Quetta Acquisition Corp should await the complete filing to determine whether the Toronto Dominion group has accumulated or divested positions that could affect post-business combination liquidity, blockholder disclosures, or shareholder meeting attendance requirements.
What changed: A Form 8-K current report classified under Item 5.02, documenting the departure and appointment of directors. The Company reported the death of Brandon Miller, a director and Chairperson of the Audit Committee, effective April 29, 2025. The Board appointed incumbent director Qi Gong to serve as the new Chairperson of the Audit Committee. On the same date, the Board appointed Ping Zhang to fill the vacant director seat, assigning him to the Audit, Compensation, and Nominating Committees. This filing expressly states that no adjustments were made to the trust account balance, shareholder redemption deadline, extension resolution, or target acquisition timeline. Why it matters: Board continuity preserves regulatory compliance and audit oversight ahead of any business combination vote. According to the Company's disclosure, Ping Zhang satisfies Nasdaq Stock Market independence criteria. The Board recruited him based on his tenure as a director at Quartzsea Acquisition Corporation (Nasdaq: QSEA) beginning November 2024, his role as General Manager of Green Leaf Air Freight Inc. starting November 2020, his founding and leadership of Shanghai Tongli Advertising Co., Ltd. from February 2006 through November 2020, and his prior founding of Hunan Silver Fox Advertising Company in China. Chief Executive Officer Hui Chen executed the filing confirming that the appointee holds no family relationships with existing officers, no undisclosed compensatory arrangements, and no direct or indirect material interest in transactions requiring disclosure under Regulation S-K Item 404(a). For investors tracking sponsor conduct, the transition demonstrates uninterrupted committee governance and cross-SPAC talent sourcing, while the document contains zero forward-looking assertions regarding revenue, customer concentration, market capitalization, technology pipelines, strategic partnerships, or pending litigation.
What changed: Quarterly report (Form 10-Q) for Quetta Acquisition Corp, a blank-check SPAC, for the period ended March 31, 2025. Trust account plummeted from $73.1M to $18.4M after ~5.2M shares ($55.2M) were redeemed in January 2025 extension vote. Cash dropped to $244k, working capital deficit of $1.23M. The company signed a merger agreement with KM QUAD (parent of Chinese film manufacturer Jiujiang Lida Technology) on February 14, 2025. Extension payments continued ($60k/month) through April 2025; the deadline is now May 10, 2025. Excise tax liability of $552k was recorded. The company reported a net loss of $194k vs net income of $612k in prior year. Going concern doubt raised. Why it matters: The massive redemptions and low cash position put the deal at risk; the target is a Chinese film products company with a $300M valuation (paid in shares at $10.00). The second installment of extension fees ($290k) from KM QUAD was not deposited as of May 1, 2025, signaling potential strain. The company faces a $552k excise tax liability it may not be able to pay. The merger requires approvals and the SPAC may not have enough cash to complete the business combination.
What changed vs 2024-11-01trust $73.3M → $73.1M -0%mandate language changedshares 6.90M → 1.70M -75%trust account, mandate language, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $73.3M$73.1M
- Mandate language
- The Company intends to focus on target businesses in Asia (e…The Company intends to focus on target businesses in Asia.…
- Redeemable shares
- 6.90M1.70M
- Combination deadline
- not previously extracted2026-10-10
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $181,506 left the trust between the two filings.
The clause …“(Level 2) Significant Other Unobservable Inputs (Level 3) Assets Investments held in Trust Account $ 73,115,355 $ 73,115,355 - - Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after”…
SpacBrain reads this as 5,199,297 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of March 31, 2025 and December 31, 2024, respectively) 204 204 Accumulated deficit (”…
The clause “Business Combination up to twenty-one (21) times for one month each time until October 10, 2026. QUAD shall be responsible for the extension fees covering nine extensions over nine months, in total amount of $540,000. On or before”…
The clause …“capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Joint Filing Statement pursuant to Rule 13D-1(k)(1), filed as an exhibit to a Schedule 13G/A, constituting a routine regulatory compliance exhibit for consolidated beneficial ownership reporting under the Securities Exchange Act of 1934. The filing records an administrative consent between Boothbay Fund Management LLC and Ari Glass to jointly submit the Schedule 13G and any required amendments for Quetta Acquisition Corp shares. The submitted excerpt discloses no share quantities, percentage thresholds, acquisition or disposition dates, or modifications to prior holdings. Regarding Quetta Acquisition Corp’s deal mechanics, the document references zero redemption deadlines, trust valuation mechanics, extension proposals, merger execution milestones, or sponsor conduct protocols. Why it matters: Investors tracking the company’s progression should note that this submission reflects only an internal compliance arrangement between two holders; it does not alter capital account distributions, trigger or extend business combination deadlines, adjust trust parameter calculations, or signal new target due diligence or voting events. The filing contains no substantive commercial, operational, or strategic assertions, and attributes no claims regarding customers, revenue streams, addressable market sizing, technology roadmaps, partnership agreements, litigation exposure, or executive personnel changes. All content originates exclusively from the joint filers’ dated consent of April 29, 2025, and references only the SEC accession number 0001549230-25-000008, with no other numerical figures present in the record.
What changed: Schedule 13G – beneficial ownership report submitted to identify reporting persons holding registered equity in Quetta Acquisition Corp. The filing publicly registers Wealthspring Capital LLC and Matthew Simpson as the reporting entities for their beneficial ownership positions. The excerpt contains no acquisition dates, share quantities, ownership percentages, purchase prices, or stated purposes for the filing. Why it matters: A Schedule 13G generally flags when aggregate holdings cross the statutory reporting threshold by non-acquiring or passive investors. For a SPAC operating under a DEAL_ANNOUNCED classification, mapping these registrants clarifies which capital groups hold substantial voting power ahead of a merger solicitation or stockholder vote. The combination of an investment vehicle and an individual officer often indicates private fund deployment or a sponsor-aligned affiliate, which can shape post-merger liquidity dynamics and lock-up behavior. Because the provided text omits all numeric holdings, transaction timing, and purpose clauses, it does not trigger adjustments to redemption windows, extend trust duration, or reflect changes in sponsor commitment levels. It serves purely as a compliance anchor establishing these parties on the public equity register for future tracking alongside the business combination timeline.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2024, filed by Quetta Acquisition Corporation, a blank check company (SPAC) targeting a business combination. Trust account value increased from $70,506,524 at Dec 31, 2023 to $73,115,355 at Dec 31, 2024, driven by interest income. Redemption value per share rose from $10.19 to $10.60. On Jan 10, 2025, shareholders approved an extension to Oct 10, 2026, triggering redemption of 5,199,297 shares at approximately $10.61 per share, reducing trust to about $18 million and outstanding shares to 3,747,748. On Feb 14, 2025, the SPAC executed a definitive merger agreement with KM QUAD (parent of Jiujiang Lida Technology Co., Ltd.) for $300 million in shares. The company also issued a $500,000 promissory note to KM QUAD in Nov 2024, and received a $250,000 first installment of extension fees in Feb 2025. A new related-party engagement: Celine & Partners PLLC (controlled by CEO's spouse) started providing compliance services in Dec 2024. Why it matters: This is the first comprehensive audited financial update since the IPO and confirms the SPAC has secured a definitive deal after a non-binding LOI. The massive public share redemption (75% of outstanding) dramatically reduces trust assets, shifting deal-completion dependency onto the target's cost-sharing commitments (KM QUAD covering extension fees and transaction costs). The trust per-share value remains above $10, but a working capital deficit of $28,329 and a going concern qualification highlight financial fragility. Sponsor-related transactions (administrative fees, new compliance contract with CEO's spouse) raise governance scrutiny. The disclosed terms—$300 million consideration at $10 per share—provide a valuation benchmark for the proposed business combination.
What changed vs 2024-03-25trust $70.5M → $73.1M +4%deadline 2024-04-22 → 2026-10-10mandate language changedtrust account, combination deadline, mandate language +33 moved · 3 with no prior record of ours
- Trust account
- $70.5M$73.1M
- Combination deadline
- 2024-04-222026-10-10
- Mandate language
- the Company intends to focus on operating businesses in Asia…the Company intends to focus on operating businesses in Asia…
- Sponsor loans outstanding
- not previously extracted$400K
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 6.90M · unchanged
SpacBrain reads this as $2,608,831 was added to the trust between the two filings.
The clause …“assets 18,981 108,212 Total Current Assets 1,573,718 718,397 Investments held in Trust Account 73,115,355 70,506,524 Total Assets $ 74,689,073 $ 71,224,921 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Due to related”…
SpacBrain reads this as 901 days later than the previous record.
The clause …“the Company has to consummate a business combination from January 10, 2025 to October 10, 2026 (36 months from the consummation of the Company’s initial public offering), on a month-by-month basis, up to a total of 21 times, by”…
The clause “EiT deposited $1,100,000 into Sponsor’s operating account to repay indebtedness owed to the Sponsor of Yotta and $400,000 into Yotta’s operating account to cover merger related transaction costs. Certain member of our management are”…
The clause …“of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of”…
The clause “0,000,000 shares authorized; 2,047,045 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption) 204 204 Accumulated deficit ( 2,466,136 ) ( 1,743,798 ) Total Stockholders’ Deficit ( 2,465,932 ) ( 1,743,594”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed under SEC control number 0001393825-25-000004, identifying Hudson Bay Capital Management LP and Sander Gerber as reporting persons. The provided excerpt contains no updated disclosures regarding Quetta Acquisition Corp’s redemption deadline, trust distribution mechanics, extension voting procedures, business combination progress, or sponsor conduct. It also omits the standard Schedule 13G positional lines—aggregate share count, percent of class owned, date of purchase, cost basis, or purpose of transaction—that would indicate whether these holders are adjusting exposure ahead of a deSPAC vote, shareholder redemption window, or extension ballot. Why it matters: The filing text itself contains no attributed claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; consequently, no sources or factual assertions can be assigned to any party. For investors tracking the $11.7 trust per share structure and merger timeline, this excerpt functions as a procedural indexing notice rather than a mechanic-updating submission. Materiality depends entirely on the complete exhibit, where line 4 through line 7 disclosures will quantify actual stakes, reveal funding sources, and disclose whether Hudson Bay Capital Management LP or Sander Gerber intend to accumulate additional securities, influence corporate transactions, or participate in extension/redemption voting. Without those appended schedules, the document does not materially alter current redemption calendars, trust valuation assumptions, or deal progression assessments.
What changed: Form 12b-25, Notification of Late Filing submitted by Quetta Acquisition Corporation notifying the SEC that its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will miss the March 31, 2025 deadline applicable to smaller reporting companies. Chief Executive Officer Hui Chen signed a Rule 12b-25 notification on March 31, 2025, attributing the delay to 'a delay experienced by the Registrant in completing its financial statement.' The Registrant stated it anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date. Why it matters: Delayed 10-K filings withhold audited financial disclosures required to verify trust value preservation, evaluate target deal progress, and calculate accurate redemption windows, forcing investors to rely on stale information. The timing friction often pressures sponsor conduct regarding extension votes, merger timeline discipline, or potential Nasdaq compliance actions when a sponsor operates under a DEAL_ANNOUNCED status but cannot produce current financials.
What changed: Current Report on Form 8-K filed by Quetta Acquisition Corporation (QETA) to announce its entry into a material definitive merger agreement with KM QUAD, along with exhibits containing the full Merger Agreement, Shareholder Support Agreement, and press release. QETA (trust ~$18M, $11.7/share) signed a merger agreement on Feb 14, 2025 to acquire KM QUAD, a Chinese protective films and window tints company, for $300M in stock at $10.00/share. The deal involves a redomestication merger to a Cayman entity and a concurrent acquisition merger. Key terms: (a) Aggregate consideration $300M payable in 30M Purchaser Ordinary Shares valued at $10.00 each. (b) QUAD shareholders agree to a 6-month lock-up (or until price >=$12.50 for 20 of 30 days). (c) QUAD to pay up to $540,000 in extension fees for 9 months of extensions; if CSRC delays beyond Oct 10, 2025, QUAD pays up to $100K/month. (d) Prepaid extension fees ($250K due Feb 14, $290K due Apr 20) convertible to shares at $10.00 at closing. (e) Break-up fee $1.5M payable by either side for certain breaches/causes of delay exceeding 6 months (excluding regulatory delays). Conditions include: CSRC approval (required closing condition), SEC registration statement effectiveness, Nasdaq listing approval, QETA shareholder approval, and completion of ODI filings. Company must deliver audited U.S. GAAP financials by May 31, 2025 (30-day cure). Post-closing board: 5 directors (1 QETA-designated, 4 QUAD-designated). QUAD's business described as automotive/construction/battery films, 113 IP rights, ~40 R&D employees, 33-acre facility, distribution >200 Chinese cities. Why it matters: This filing establishes the definitive terms for QETA's business combination, providing investors with a clear redemption deadline framework, trust value ($11.7/share), extension mechanics, and regulatory hurdles (CSRC approval). The $300M stock consideration at $10/share vs. trust of ~$11.7/share creates a potential spread consideration. The CSRC condition introduces PRC regulatory risk but includes provisions for QUAD to fund additional extensions if delayed. The $1.5M break-up fee is relatively modest for a $300M deal. The lack of a minimum cash condition on the trust is notable. QUAD's unaudited financials (FY22, FY23, H1'24) are referenced but not disclosed, with audited GAAP statements due by May 31, 2025. The press release from QUAD's CEO claims 20 years of evolution in the automotive film market and addresses EV market needs.
What changed: A Joint Filing Agreement (Exhibit A) to a Schedule 13G/A amendment, formally establishing Yocto Investment LLC as the designated lead filer for multiple reporting persons pursuant to Rule 13d-1(k)(1). Through signatory Chen Chen, Yocto Investment LLC allocated regulatory filing responsibility by stipulating that each undersigned entity remains solely accountable for the timeliness and accuracy of their own reported holdings, while explicitly disavowing liability for the other filers' information unless they know or suspect inaccuracies. This procedural reallocation carries zero impact on Quetta Acquisition Corp’s redemption deadlines, trust account mechanics, extension voting, business combination milestones, or sponsor conduct. Why it matters: Dated February 14, 2025, the agreement contains no commercial or operational disclosures, so Yocto Investment LLC makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It functions exclusively as an administrative compliance attachment that does not modify shareholder liquidity options, change trust distribution parameters, accelerate or delay the pending deal, or indicate shifts in sponsor oversight.
What changed: An 8-K filing announcing a merger agreement between SPAC Quetta Acquisition Corporation (QETA) and KM QUAD, a Chinese protective films company (Lida Technology). The filing contains the full merger agreement, a shareholder support agreement, and a press release. The definitive merger agreement was signed on February 14, 2025. No other changes noted. Why it matters: This is the definitive deal announcement for QETA. The target, KM QUAD, is valued at $300 million. QETA's trust was approximately $18 million as of signing, with a trust-per-share of $11.7. Redemption mechanics are standard: QETA stockholders will vote on the deal and can redeem shares from the trust. A key risk is the condition requiring CSRC (Chinese securities regulator) approval, which is a separate closing condition and could cause delays or non-completion. The target company's financials are unaudited for 2022/2023 and only through June 2024; audited US GAAP statements are due by May 31, 2025 as a closing condition. The sponsor retains one board seat post-close, while QUAD designates four. There are mutual break-up fees of $1.5 million. The lock-up for large QUAD shareholders (over 6%) is six months, with an early release if price exceeds $12.50 for 20 of 30 trading days.
What changed: Form 8-K Current Report submitted by Quetta Acquisition Corporation documenting stockholder approval at a Special Meeting held on January 10, 2025, of amendments to the Second Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement, tabulating voting results for three proposals, and disclosing post-meeting redemptions and updated trust account balances. According to the filed 8-K and accompanying exhibits, Quetta Acquisition Corporation extended its business combination deadline from January 10, 2025 until October 10, 2026 (thirty six (36) months from the consummation of the Company’s initial public offering), payable month-by-month for up to twenty-one (21) extensions at a cost of $60,000 per one-month extension deposited into the trust account. The Company confirmed an initial deposit of $60,000.00 to secure coverage until February 10, 2025. Under the Trust Amendment negotiated between the Company and trustee Continental Stock Transfer & Trust Company, any missed monthly payment triggers a forty five (45) day Cure Period; failure to cure requires immediate cessation of operations, winding up, and liquidation with accrued but unpaid interest calculated at three percent (3%) on the past-due principal. Following the January 10, 2025 vote, the Company reported that 5,199,297 shares were tendered for redemption, removing approximately $55,152,223.72 (approximately $10.608 per share) from the trust account. The registrant confirmed approximately $18,040,429.76 remains in the trust account, with 3,747,748 ordinary shares outstanding thereafter. By agreement, Sponsor Yocto Investments LLC is designated to pay any applicable excise tax and dissolution expenses, which shall not be deducted from the Company’s trust account. Strategically, the Company expanded its acquisition criteria to include any entity with principal business operations in the geographical regions of the People’s Republic of China (“ China ”), the Hong Kong special administrative region, and the Macau special administrative region. Chief Executive Officer Hui Chen executed the amended certificates and agreements. At the Special Meeting, 7,940,663 Shares out of 8,947,045 Shares entitled to vote attended, resulting in approvals of 5,942,646 FOR to 1,968,115 AGAINST for the extension, 6,717,960 FOR to 1,192,801 AGAINST for the acquisition criteria expansion, and 3,910,501 FOR to 1,968,115 AGAINST for the trust amendment, with 29,902 abstentions recorded on each proposal. Why it matters: The mandatory monthly $60,000 sponsor deposits and the explicit carve-out protecting trust funds from excise tax and dissolution expenses shield the remaining approximately $18,040,429.76 trust balance from further erosion while purchasing up to twenty-one additional months of search runway. The redemption of 5,199,297 shares permanently alters the post-deal capital structure, leaving approximately $10.608 per share in trust proceeds for the surviving 3,747,748 shareholders and capping the available merger consideration pool. The forty five (45) day cure window paired with a three percent (3%) default interest rate introduces material execution risk; a single missed monthly payment or uncured shortfall will trigger an automatic liquidation sequence, extinguishing remaining equity value. The geographic pivot to Greater China targets represents a definitive shift in management’s sourcing mandate, requiring investors to reassess pipeline compatibility and regulatory exposure. Director removal provisions, Delaware exclusive forum rules, and fiduciary duty limitations remain structurally unchanged but govern how the board navigates the extended timeline.
What changed: Form 8-K current report (Items 8.01 and 9.01) disclosing the adjournment of Quetta Acquisition Corporation’s Special Meeting of Shareholders and detailing four proxy proposals concerning trust extensions, target geography expansion, and trust agreement amendments. Quetta Acquisition Corporation announced that its Special Meeting originally scheduled for Wednesday, January 8, 2025, at 10:00 a.m. Eastern Time has been adjourned to Friday, January 10, 2025, at 2:00 p.m. Eastern Time. As a direct result, the company extended the deadline for delivery of redemption requests from 5:00 p.m., Eastern Time, on January 6, 2025, to 5:00 p.m., Eastern Time, on January 8, 2025. The filing outlines a proposed Extension Amendment Proposal permitting monthly extensions of the Combination Period up to twenty-one (21) times between January 10, 2025, and October 10, 2026, requiring deposits of $60,000 into the trust account for each extension. Under the proposal, any applicable excise tax and dissolution expense shall be paid by the sponsor, Yocto Investments LLC, and not from the trust account. A concurrent Trust Amendment Proposal mirrors these provisions. Voting remains restricted to holders of record as of the close of business on December 16, 2024. Why it matters: The adjusted redemption deadline materially reshapes the capital preservation window, granting shareholders an additional two days to evaluate trust governance changes before the January 10 vote. Management frames the $60,000-per-month trust funding structure and sponsor-covered external costs as anti-liquidation measures designed to preserve trust balances while avoiding forced dissolution. Concurrently, the proposed Acquisition Criteria Expansion Proposal formally broadens the permissible target universe to include any entity with principal business operations in the geographical regions of the People’s Republic of China, Hong Kong, and Macau, signaling a documented strategic pivot away from prior scope constraints. Chairman and Chief Executive Officer Hui Chen executed the filing and will oversee continued proxy solicitation via teleconference, directing investors to the December 23, 2024 definitive proxy statement and its December 26, 2024 amendment for complete voting parameters. The submission contains no disclosed customer lists, revenue metrics, market size estimates, technology roadmaps, commercial partnerships, or active litigation.
What changed: Supplement to Definitive Proxy Statement (DEFA14A) for Special Meeting of Stockholders to be held January 8, 2025, providing clarifications and additional information on proposals to amend the charter and trust agreement for extension, and on redemption price. The original proxy statement (filed Dec 23, 2024) stated that the Extension Amendment would allow month-by-month extensions up to 36 months total from IPO with a $60,000 monthly fee. This supplement clarifies that: (i) the maximum number of monthly extensions is 21 times (not 36 months total), (ii) the extension period runs from January 10, 2025 to October 10, 2026 (which is 36 months from IPO), and (iii) each extension requires a $60,000 deposit into trust. Additionally, the supplement discloses: (a) the shareholder redemption deadline is January 6, 2025 (two business days before the meeting), (b) as of the record date (Dec 16, 2024), trust funds were approximately $74,013,436, with an estimated redemption price of ~$10.72 per share; after a tax withdrawal, the adjusted trust value was ~$72,984,396, yielding an estimated redemption price of ~$10.57 per share. The company also proposes to amend the trust agreement to allow the same extension mechanics. Why it matters: This filing updates critical terms for the extension proposal and provides the first estimated redemption price per share (range $10.57–$10.72) ahead of the redemption deadline (Jan 6, 2025). The corrected extension term (21 monthly extensions, not 36) and the trust value estimates are key for shareholders deciding whether to redeem or approve the proposals. The trust per-share value differs from the nominal $11.7 trust/share stated in the status, giving a more precise figure after interest accrual and tax withdrawals.
What changed: Definitive proxy statement (DEF 14A) soliciting stockholder votes on two proposals: (1) an extension amendment to the certificate of incorporation to allow month-by-month extensions up to October 10, 2026, and (2) ratification of expanded acquisition criteria to include China, Hong Kong, and Macau. The board asks stockholders to approve replacing the current A&R certificate with a Third A&R certificate. The key change: instead of a fixed 9-month combination period with two possible 3-month extensions (requiring $600,000 per extension), the new charter allows month-by-month extensions from January 10, 2025 through October 10, 2026, each requiring a $60,000 deposit. Redemption deadline for public shares opposing the extension: January 6, 2025, at 5:00 PM Eastern. Trust per share stated as 'approximately $10.10' on liquidation, and the record-date closing price was $10.59. The sponsor (Yocto Investments LLC) will pay excise tax and dissolution expenses outside the trust. Why it matters: Without approval, QETA faces a hard deadline to close a deal by its current extended period; the board warns of possible liquidation. Approval buys up to 21 additional months but risks heavy redemptions that could leave insufficient cash for a deal, deplete public float, and trigger Nasdaq delisting. The concurrent proposal to allow acquisitions in China/Hong Kong/Macau signals that management is actively looking at China-based targets, which carries significant PRC regulatory and political risk.
What changed: PRER14A - Preliminary Proxy Statement (Amendment No. 1 to Schedule 14A) soliciting shareholder votes at a Special Meeting of Stockholders. Filed by Quetta Acquisition Corporation as an Amendment No. 1 to a Schedule 14A filing, the Proxy Statement updates three administrative items from the initial December 12, 2024 submission: it corrects graphical errors, removes an inadvertently included table of contents entry, and adds a clarification that Sponsor Yocto Investments LLC bears responsibility for any applicable excise tax rather than withdrawing funds from the trust account. Mechanically, it puts two proposals to a vote on the record date of December 16, 2024. Proposal 1 (the Extension Amendment Proposal), unconditionally recommended by the Board, seeks to replace the Certificate of Incorporation with a Third version that shifts the combination window from rigid three-month blocks to month-by-month extensions from January 10, 2025, through October 10, 2026 (up to 36 months total from IPO). Each monthly extension requires a $60,000 deposit into the trust account, replacing the prior $600,000 requirement per three-month block. The automatic six-month extension remains available if a letter of intent, agreement in principle, or definitive agreement is executed before the termination date. Proposal 2 (the Acquisition Criteria Expansion Proposal), also Board-recommended, ratifies expanding target geographies to include entities operating principally in China, Hong Kong, and Macau. Both proposals pass on a majority vote of outstanding shares/votes cast. Annex A codifies these changes, preserves the pro-rata conversion price formula tied to the Trust Fund balance plus interest less taxes, retains the 20% holder blocker on redemptions, and establishes liquidation procedures if no Business Combination closes by the Termination Date. Why it matters: For redemption calendar and trust mechanics, the shift from periodic lump sums to a $60,000 monthly trust infusion fundamentally alters the liquidity drawdown rate and extends the effective liquidation deadline to October 10, 2026, contingent on sustained shareholder tolerance and monthly funding. The explicit assignment of excise tax obligations to Sponsor Yocto Investments LLC shields trust principal from regulatory levies, protecting the per-share liquidation floor as mathematically defined in Annex A (Trust Fund balance ÷ outstanding IPO Shares). Geographic expansion into mainland China, Hong Kong, and Macau introduces layered regulatory hurdles detailed in the risk factors: potential CFIUS national security reviews, mandatory CSRC Overseas Listing Trial Administrative Measures filings, SAFE foreign-exchange control restrictions under Circulars 16 and 19, MOFCOM anti-monopoly and security screening protocols, and data localization requirements under the PIPL and Cybersecurity Review Measures. The Proxy Statement notes auditor MaloneBailey, LLP operates out of Houston and remains subject to regular PCAOB inspections, though it warns that future PRC interference could theoretically jeopardize inspection access and trigger delisting. Management characterizes the flexible extension as necessary for thorough due diligence amid dynamic market conditions, while the risk section emphasizes that PRC legal uncertainty, dividend withholding rules, and foreign-currency remittance limits could materially restrict post-combination capital repatriation. All timelines, fee structures, tax allocations, and regulatory frameworks are sourced directly from the Board’s recommendations, the amended Charter text, and the filing’s disclosed risk disclosures.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.