Quetta Acquisition Corporation

What they do

Quetta Acquisition Corp was formed on May 1, 2023 as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The company has no operating revenue-generating operations and intends to focus on operating businesses in Asia, with the latest 10-Q stating it intends to focus on target businesses in Asia that operate in the financial technology sector. Its Sponsor is Yocto Investments LLC, controlled by Ms. Chen Chen, wife of former CEO Hui Chen, who served as CEO and Chairman from May 2023 until February 11, 2026.

Revenue drivers

• Pre-business-combination operations — Quetta reports no operating revenue from a business; the $5.0M annual revenue shown for 2025 is not tied to an operating segment described in the provided excerpts, and the company states it expects to continue incurring significant costs in pursuit of an acquisition.
• Trust account and extension mechanics — The company funds operations from IPO proceeds and private placements held in a trust account, and extension of the combination deadline requires depositing $60,000 into the trust account for each one-month extension.
• Interest and other income on trust assets — Net income of $323,454 in 2025 and $323,454 versus a 2024 net loss of $56,011 reflects non-operating items rather than revenue from a business, as the company remains a blank check entity.
• Prospective target revenue (not yet owned) — Any future revenue would come from the target acquired in a business combination; the pending BCA values the SKG merger at an enterprise value of US$200 million, but the transaction has not closed.

Recent performance

Annual net income was $323,454 in 2025 compared with a net loss of $56,011 in 2024, and diluted EPS was $190.94 in 2025 versus $-49.35 in 2024. Operating cash flow was negative $625,314 in 2025, a larger outflow than the negative $7,877 in 2024, reflecting costs of pursuing a business combination. As of June 30, 2026, total assets were $20.0M, total liabilities were $4.9M, and shareholder equity was negative $4.8M. In connection with the January 10, 2025 special meeting vote, 5,199,297 shares were tendered for redemption.

Strategy

On February 14, 2025, Quetta entered a Merger Agreement for the KM QUAD Business Combination at $300 million in consideration payable in newly issued shares valued at $10.00 per share, but that agreement was terminated on January 15, 2026 by mutual consent. On March 6, 2026, Quetta signed a Business Combination Agreement with SMART KREATE GROUP LIMITED, SKG Merger Sub 1 Limited, SKG Merger Sub 2 Limited and Smart Kreate Group Limited, structured as an initial merger of Quetta into Merger Sub 1 followed by an acquisition merger of Merger Sub 2 into SKG, at a US$200 million enterprise value. Stockholders approved extending the combination deadline from January 10, 2025 to October 10, 2026, on a month-by-month basis up to twenty-one times, at $60,000 per month deposited into the trust account. The company continues to target Asia-focused operating businesses and intends to use IPO and private placement proceeds, securities or debt to fund a combination.

Risks

• Failure to complete a business combination — The KM QUAD Merger Agreement was terminated on January 15, 2026, and the replacement SKG Business Combination remains subject to closing conditions including regulatory review and shareholder approvals.
• Delisting and listing-rule failures — Quetta received delisting notices or listing-rule failure events on April 10, 2026, April 21, 2026 and May 1, 2026, which could affect its Nasdaq listing and the combination's completion.
• Negative shareholder equity and cash position — As of June 30, 2026, shareholder equity was negative $4.8M with total liabilities of $4.9M against total assets of $20.0M, and cash and equivalents were $0.00 as of September 30, 2024.
• Redemption and trust-depletion risk — 5,199,297 shares were tendered for redemption at the January 10, 2025 special meeting, and each monthly extension requires a $60,000 trust deposit, reducing funds available for a combination.

Outlook

Management states the proposed SKG Business Combination remains subject to customary closing conditions, including regulatory review and shareholder approvals, and that it expects to continue incurring significant costs in pursuit of an acquisition. The company also notes it cannot assure that its plans to complete an initial business combination will be successful. No revenue or earnings guidance is provided in the excerpts.