Quetta Acquisition Corp. Files 8-K: Material Agreement & Shareholder Vote

TL;DR

Quetta Acquisition Corp. signed a big deal and is having shareholders vote on stuff. Big changes coming.

AI Summary

Quetta Acquisition Corp. announced on January 10, 2025, that it entered into a material definitive agreement. The company also submitted matters to a vote of its security holders and made amendments to its articles of incorporation or bylaws. The filing indicates a change in fiscal year and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Quetta Acquisition Corp., including a material definitive agreement and a shareholder vote, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including a material definitive agreement and shareholder votes, which introduce uncertainty and potential risk.

Key Players & Entities

• Quetta Acquisition Corp. (company) — Registrant
• January 10, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41832 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $60,000 — , until October 10, 2026, by depositing $60,000 for each such one-month extension into
• $60,000.00 — any has completed an initial payment of $60,000.00 pursuant to the Trust Amendment and suc
• $55,152,223.72 — redemption. As a result, approximately $55,152,223.72 (approximately $10.608 per share) will
• $10.608 — oximately $55,152,223.72 (approximately $10.608 per share) will be removed from the Com
• $18,040,429.76 — ust account. As a result, approximately $18,040,429.76 will remain in the trust account. Follo

Filing Documents

• quettaacq_8k.htm (8-K) — 51KB
• quettaacq_ex3-1.htm (EX-3.1) — 43KB
• quettaacq_ex10-1.htm (EX-10.1) — 15KB
• 0001829126-25-000186.txt ( ) — 345KB
• qetau-20250110.xsd (EX-101.SCH) — 3KB
• qetau-20250110_def.xml (EX-101.DEF) — 26KB
• qetau-20250110_lab.xml (EX-101.LAB) — 36KB
• qetau-20250110_pre.xml (EX-101.PRE) — 25KB
• quettaacq_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As approved by its stockholders at the special meeting of stockholders held on January 10, 2025 (the " Special Meeting "), Quetta Acquisition Corporation (the " Company ") entered into an amendment to the investment management trust agreement dated as of January 10, 2025, with Continental Stock Transfer & Trust Company (the " Trust Amendment "). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination on a month-to-month basis, beginning on January 10, 2025, until October 10, 2026, by depositing $60,000 for each such one-month extension into the Company's trust Account (the " Extension Payment "). In addition, in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent three percent (3%) (the " Cure Period "). If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the Company's initial public offering. The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1 , and is incorporated by reference herein. The Company has completed an initial payment of $60,000.00 pursuant to the Trust Amendment and such initial payment has been deposited into the Company's trust account to extend the time the Company ha

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at the Special Meeting held on January 10, 2025, on the same date, the Company filed an amendment to its second amended and restated certificate of incorporation (the " A&R Certificate of Incorporation ") with the Delaware Secretary of State (such proposal, " Extension Amendment Proposal "), to extend the date by which the Company has to consummate a business combination from January 10, 2025 until October 10, 2026 (thirty six (36) months from the consummation of the Company's initial public offering), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing $60,000 into the Company's trust account for each such one-month extension. Any applicable excise tax and dissolution expenses shall be paid by the sponsor, Yocto Investments LLC (the " Sponsor "), and shall not be deducted from the Company's trust account. Please note, in the Company's Definitive Proxy Statement, originally filed on December 23, 2024, and amended on December 26, 2024, we hereby correct a typographical error whereby we mistakenly refer to the second amended and restated certificate of incorporation attached as Exhibit 3.1 , as the third amended and restated certificate of incorporation. On January 10, 2025, the Company filed the A&R Certificate of Incorporation with the Secretary of State of the State of Delaware. A copy of the A&R Certificate of Incorporation is attached hereto as Exhibit 3.1 .

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 10, 2025, the Company held the Special Meeting. On December 16, 2024, the record date for the Special Meeting, there were 8,947,045 shares of common stock entitled to be voted at the Special Meeting. At the Special Meeting, 7,940,663 Shares or 88.75% of such Shares were represented in person or by proxy. 1 The final results for each of the matters submitted to a vote of the Company's stockholders at the Special Meeting are as follows: 1. Extension Amendment Proposal Stockholders approved the proposal to amend the Company's A&R Certificate of Incorporation: to extend the date by which the Company has to consummate a business combination from January 10, 2025 until October 10, 2026 (thirty six (36) months from the consummation of the Company's initial public offering), on a month-by-month basis, up to a total of twenty-one (21) times, by depositing $60,000 into the Company's trust account for each such one-month extension. Any applicable excise tax and dissolution expenses shall be paid by the Sponsor and shall not be deducted from the Company's trust account. The Extension Amendment Proposal must be approved by the affirmative vote of at least fifty percent ( 50%) of the outstanding shares entitled to vote at the Special Meeting. The voting results were as follows: FOR AGAINST ABSTENTIONS 5,942,646 1,968,115 29,902 On January 10, 2025, the Company filed the A&R Certificate of Incorporation with the Secretary of State of the State of Delaware. A copy of the A&R Certificate of Incorporation is attached hereto as Exhibit 3.1 . 2. Acquisition Criteria Expansion Proposal Stockholders approved the proposal to include any entity with its 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 in the Company's acquisition criteria in its sea

01. Other Events

Item 8.01. Other Events. In connection with the stockholders' vote at the Special Meeting of stockholders held by the Company on January 10, 2025, 5,199,297 shares were tendered for redemption. As a result, approximately $55,152,223.72 (approximately $10.608 per share) will be removed from the Company's trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, since that date. In connection with the shareholders' vote at the Special Meeting, 5,199,297 ordinary shares of the Company were exercised for redemption (the " Redemption ") for a pro rata portion of the funds held in the trust account. As a result, approximately $18,040,429.76 will remain in the trust account. Following the aforementioned redemptions, the Company will have 3,747,748 ordinary shares outstanding. 2 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Title 3.1 The Second Amended and Restated Certificate of Incorporation of Quetta Acquisition Corporation 10.1 Amendment to the Investment Management Trust Agreement, dated January 10, 2025, by and between Quetta Acquisition Corporation and Continental Stock Transfer & Trust Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 14, 2025 Quetta Acquisition Corporation By: /s/ Hui Chen Name: Hui Chen Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR