Quetta Acquisition Corp Files 10-Q for Q2 2025

TL;DR

Quetta Acquisition Corp (QETA) filed its Q2 2025 10-Q. SPAC activity.

AI Summary

Quetta Acquisition Corp filed its 10-Q for the period ending June 30, 2025. The company, incorporated in New York, is a blank check company focused on real estate and construction. Its principal executive offices are located at 1185 Avenue of the Americas in New York City.

Why It Matters

This filing provides investors with an update on Quetta Acquisition Corp's financial status and operational activities for the second quarter of 2025, crucial for understanding the SPAC's progress towards a business combination.

Risk Assessment

Risk Level: low — This is a standard quarterly filing for a SPAC, providing routine financial and operational updates.

Key Numbers

• 20250630 — Reporting Period End Date (Indicates the end of the fiscal quarter being reported.)
• 20250819 — Filing Date (The date the 10-Q was officially submitted to the SEC.)

Key Players & Entities

• Quetta Acquisition Corp (company) — Filer of the 10-Q
• 20250630 (date) — End of reporting period
• 1185 Avenue of the Americas (location) — Business and mailing address
• New York (location) — State of incorporation and business location
• 6770 (other) — Standard Industrial Classification for Blank Checks

FAQ

Key Financial Figures

• $500,000 — sts incurred by Quetta shall not exceed $500,000 in total; (ii) 50% of the expenses incu
• $100,000 — ses incurred by Quetta shall not exceed $100,000 in total; and (iii) the extension fees
• $540,000 — ver nine months, in the total amount of $540,000. If the Closing does not occur prior to

Filing Documents

• form10-q.htm (10-Q) — 578KB
• ex31-1.htm (EX-31.1) — 17KB
• ex31-2.htm (EX-31.2) — 17KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• 0001493152-25-012161.txt ( ) — 3388KB
• qeta-20250630.xsd (EX-101.SCH) — 28KB
• qeta-20250630_cal.xml (EX-101.CAL) — 31KB
• qeta-20250630_def.xml (EX-101.DEF) — 150KB
• qeta-20250630_lab.xml (EX-101.LAB) — 217KB
• qeta-20250630_pre.xml (EX-101.PRE) — 181KB
• form10-q_htm.xml (XML) — 421KB

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 1 Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited) 1 Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended June 30, 2025 and 2024 (Unaudited) 3 Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited) 4

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 5 Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21 Item 4.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 21

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 22 Item 1A.

RISK FACTORS

RISK FACTORS 22 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 22 Item 3. DEFAULTS UPON SENIOR SECURITIES 22 Item 4. MINE SAFETY DISCLOSURES 22 Item 5. OTHER INFORMATION 22 Item 6. EXHIBITS 23

- SIGNATURES

PART III - SIGNATURES 24 i PART 1 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. QUETTA ACQUISITION CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2025 December 31, 2024 ASSETS Current Assets Cash $ 225,929 $ 1,554,737 Prepaid expenses and other assets 94,869 18,981 Total Current Assets 320,798 1,573,718 Investments held in Trust Account 18,716,360 73,115,355 Total Assets $ 19,037,158 $ 74,689,073 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Due to related party - administrative fee $ 20,000 $ 30,000 Due to related party 50,000 3,951 Accounts payable and accrued expenses 709,660 70,978 Franchise tax payable 18,266 66,000 Income tax payable 66,050 931,118 Excise tax payable 551,522 - Promissory note – KM QUAD 1,040,000 500,000 Total Current Liabilities 2,455,498 1,602,047 Deferred underwriting fee payable 2,415,000 2,415,000 Total Liabilities 4,870,498 4,017,047 Commitments and Contingencies - - Common stock subject to possible redemption, $ 0.0001 par value; 20,000,000 shares authorized; 1,700,703 and 6,900,000 shares issued and outstanding at redemption value of $ 10.99 and $ 10.60 as of June 30, 2025 and December 31, 2024, respectively 18,696,615 73,137,958 Stockholders' Deficit Common stock, $ 0.0001 par value; 20,000,000 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 ) ( 2,466,136 ) Total Stockholders' Deficit ( 4,529,955 ) ( 2,465,932 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 19,037,158 $ 74,689,073 The accompanying notes are an integral part of these unaudited consolidated financial statements. 1 QUETTA ACQUISITION CORPORATION CONSOLIDATED (Unaudited) 2025 2024 2025 2024 Three Months Ended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 — Description of Organization and Business Operations Quetta Acquisition Corporation (the "Company" or "Quetta") is a blank check company incorporated as a Delaware Corporation on May 1, 2023. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities ("Business Combination"). The Company intends to focus on target businesses in Asia. As of June 30, 2025, the Company had not commenced any operations. All activities through June 30, 2025, are related to the Company's formation and the initial public offering ("IPO" as defined below) and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company's sponsor is Yocto Investments LLC (the "Sponsor"), a Delaware limited liability company. The registration statement for the Company's IPO became effective on October 5, 2023. On October 11, 2023, the Company consummated the IPO of 6,900,000 units (the "Public Units'), including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters. The Public Units were sold at an offering price of $ 10.00 per unit generating gross proceeds of $ 69,000,000 . Simultaneously with the IPO, the Company sold to its Sponsor 253,045 units at $ 10.00 per unit (the "Private Units") in a private placement generating total gross proceeds of $ 2,530,450 , which is described in Note 4. Transaction costs amounted to $ 4,202,729 , consisted of $ 690,000 cash underwriting fees (net of $ 690,000 expense reimbursement from the under

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