Quetta Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023415
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038398
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 49 previous paragraphs and 54 current paragraphs.
40 unchanged; 9 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On July 6, 2026, the chief executive officer of SKG discussed in an interview published by Sing Tao Headline SKG’s strategic partnership with KEC (Hong Kong) Limited, a subsidiary of KLN Logistics Group Limited, to jointly develop a cross-border e-commerce logistics platform, with SKG providing the technology platform and KEC contributing order volume and operational resources. SKG’s chief executive officer also discussed SKG’s plans to expand into additional overseas markets and to introduce a software-as-a-service platform intended for small and medium-sized enterprise customers. The proposed Business Combination remains subject to customary closing conditions, including regulatory review and shareholder approvals.
Current report
For the six months ended June 30, 2026, we had net income of $871,383**,**which consisted of interest earned on cash and investments held in the Trust Account of $342,988, gain on forgiveness of promissory note of $1,040,000, interest income of $442, partially offset by formation and operational costs of $301,442, related party administrative fees of $60,000, franchise tax expense of $20,200, interest and penalties on excise tax payable of $62,526 and income tax expense of $67,879.
Current report
For the six months ended June 30, 2025, we had a net loss of $801,621, which consisted of formation and operational costs of $1,101,101, related party administrative fees of $60,000, franchise tax expense of $20,200, and income tax expense of $94,242, partially offset by interest income of $7,560 and interest earned on cash and investments held in the Trust Account of $466,362.
Current report
The increase in net income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to a gain on forgiveness of promissory loan and a decrease in formation and operational costs, partially offset by lower interest earned on cash and investments held in the Trust Account and interest and penalties on excise tax payable incurred in 2026.
Current report
Following the January 10, 2025 special meeting, the Company was permitted to extend the date by which it must consummate a business combination from January 10, 2025 to October 10, 2026 on a month-by-month basis, by up to twenty-one one-month extensions, by depositing $60,000 into the Trust Account for each such one-month extension. As of June 30, 2026, the Company had made the required monthly extension payments through June 2026, extending the deadline to complete an initial business combination to July 10, 2026. Subsequent to June 30, 2026, on July 10, 2026 and on August 10, 2026, an additional $120,000 was deposited into the Trust Account, extending the deadline from July 10, 2026 to September 10, 2026.
Reworded paragraphs (9)
Previous wording
For the three months ended March 31, 2026, we had net loss of $13,521, which consisted of interest earned on cash and investments held in the Trust Account of $169,702, interest income of $10, partially offset by formation and operational costs of $109,693, related party administrative fees of $30,000, franchise tax expense of $10,000, and income tax expense of $33,540.
Current wording
For the three months ended June 30, 2026, we had net income of $884,904, which consisted of interest earned on cash and investments held in the Trust Account of $173,286, gain on forgiveness of promissory note of $1,040,000, interest income of $432, partially offset by formation and operational costs of $191,749, related party administrative fees of $30,000, franchise tax expense of $10,200, income tax expense of $34,339 and interest and penalties on excise tax of $62,526.
Previous wording
For the three months ended March 31, 2025, we had a net loss of $193,671, which consisted of formation and operational costs of $377,102, related party administrative fees of $30,000, franchise tax expense of $10,000, and income tax expense of $56,735, partially offset by interest income of $6,169 and interest earned on cash and investments held in the Trust Account of $273,997.
Current wording
For the three months ended June 30, 2025, we had a net loss of $607,950, which consisted of formation and operational costs of $723,999, related party administrative fees of $30,000, franchise tax expense of $10,200, and income tax expense of $37,507, partially offset by interest income of $1,391 and interest earned on cash and investments held in the Trust Account of $192,365.
Previous wording
The decrease in net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to a significant decrease in formation and operational costs and lower income tax expense, partially offset by lower interest earned on cash and investments held in the Trust Account.
Current wording
The increase in net income for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to a gain on forgiveness of promissory loan, interest earned on cash and investments held in the Trust Account, partially offset by lower formation and operational costs.
Previous wording
On January 10, 2025, in connection with the special meeting of stockholders, holders of 5,199,297 shares exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account. As a result, approximately $55.2 million was removed from the trust account to pay such redeeming stockholders, and approximately $18.0 million remained in the trust account following such redemptions. Following the January 10, 2025 special meeting, the Company was permitted to extend the date by which it must consummate a business combination from January 10, 2025 to October 10, 2026 on a month-by-month basis, by up to twenty-one one-month extensions, by depositing $60,000 into the trust account for each such one-month extension. The Company deposited $60,000 for each monthly extension through March 2026. Subsequent to March 31, 2026, the Company deposited an additional $60,000 for the April 2026 extension.
Current wording
On January 10, 2025, in connection with the special meeting of stockholders, holders of 5,199,297 shares exercised their right to redeem such shares for a pro rata portion of the funds held in the trust account. As a result, approximately $55.2 million was removed from the trust account to pay such redeeming stockholders, and approximately $18.0 million remained in the trust account following such redemptions. Following the January 10, 2025 special meeting, the Company was permitted to extend the date by which it must consummate a business combination from January 10, 2025 to October 10, 2026 on a month-by-month basis, by up to twenty-one one-month extensions, by depositing $60,000 into the trust account for each such one-month extension. The Company deposited $60,000 for each monthly extension through June 2026. Subsequent to June 30, 2026, the Company deposited an additional $120,000 for the July and August 2026 extension.
Previous wording
As of March 31, 2026, the Company had cash of $909, cash and investments held in the Trust Account of $19,541,732, and a working capital deficit of $2,952,897. As of December 31, 2025, the Company had cash of $1,195 and a working capital deficit of $2,630,904. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. There is no assurance that the Company’s plans to raise 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 Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern, within one year after the date that the consolidated financial statements are issued. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The consolidated financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
Current wording
As of June 30, 2026, the Company had cash of $4,575, cash and investments held in the Trust Account of $19,854,590, and a working capital deficit of $2,380,850. As of December 31, 2025, the Company had cash of $1,195 and a working capital deficit of $2,630,904. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. There is no assurance that the Company’s plans to raise 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 Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern, within one year after the date that the consolidated financial statements are issued. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The consolidated financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
Previous wording
We have entered into an administrative services agreement pursuant to which we will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the three months ended March 31, 2026, the Company incurred $30,000 in administrative fees. As of March 31, 2026 and December 31, 2025, the Company had accrued administrative fees due to the Sponsor of $30,000 and $0, respectively.
Current wording
We have entered into an administrative services agreement pursuant to which we will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the three and six months ended June 30, 2026, the Company incurred $30,000 and $60,000 in administrative fees. As of June 30, 2026 and December 31, 2025, the Company had accrued administrative fees due to the Sponsor of $60,000 and $0, respectively.
Previous wording
In the event that the closing of the KM QUAD Business Combination does not occur by February 10, 2025, the Company shall have the right to extend the time to complete the KM QUAD 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.
Current wording
The KM QUAD Merger Agreement provided that, in the event that the closing of the KM QUAD Business Combination does not occur by February 10, 2025, the Company shall have the right to extend the time to complete the KM QUAD 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.
Previous wording
On or before February 14, 2025, KM QUAD wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Company’s designated bank account in exchange for a promissory note issued by the Company. KM QUAD wired the second installment of the prepaid extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company. If the closing of the KM QUAD Business Combination does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD shall be responsible for any extension fees and other related fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month. If the closing of the KM QUAD Business Combination or termination of the Agreement occurs prior to October 10, 2025, the Company shall return the remaining balance of the prepaid extension fees, if any, to KM QUAD on a pro rata basis. Alternatively, at the closing of the KM QUAD Business Combination, the Company shall have the right to convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.
Current wording
On or before February 14, 2025, KM QUAD wired the first installment of the prepaid extension fees, in the amount of $250,000, to the Company’s designated bank account in exchange for a promissory note issued by the Company. KM QUAD wired the second installment of the prepaid extension fees, in the amount of $290,000, to the Company’s designated bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company. If the closing of the KM QUAD Business Combination does not occur prior to October 10, 2025 due to a delay in obtaining CSRC approvals, KM QUAD would be responsible for any extension fees and other related fees incurred by the Company beyond October 10, 2025 not to exceed $100,000 per month. If the closing of the KM QUAD Business Combination or termination of the Agreement occurs prior to October 10, 2025, the Company would return the remaining balance of the prepaid extension fees, if any, to KM QUAD on a pro rata basis. Alternatively, at the closing of the KM QUAD Business Combination, the Company would have the right to convert any prepaid extension fees that were paid and not returned into Purchaser Class A Ordinary Shares at $10.00 per share.
Previous wording
On April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding principal balance of $1,040,000.
Current wording
On April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding principal balance of $500,000 and extension fee of $540,000.