Quetta Acquisition Corp

Overview

As part of our commitment to aligning our operations with our strategic goals and providing flexibility in our pursuit of a viable business combination, we present to our stockholders the Extension Amendment Proposal. This proposal is designed to amend the A&R Certificate of Incorporation by substituting it in its entirety with the Third A&R Certificate of Incorporation, as detailed in Annex A of the proxy materials.

The Extension Amendment Proposal is to amend the timeframe within which the Company must consummate a business combination. Originally, the Prospectus stipulated a Combination Period of nine (9) months post-offering closure, extendable up to fifteen (15) months through two potential three-month extensions, contingent upon a deposit of $600,000 per extension into our trust account, or $690,000 if the underwriters’ over-allotment option is fully exercised (the “Paid Extension Period”).

Furthermore, we will be entitled to an automatic six-month extension to complete a business combination (the “Automatic Extension Period”) if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination during the Combination Period or Paid Extension Period. Failure to consummate a business combination within these periods mandated a prompt redemption of public shares and subsequent liquidation of the Company.

At the Company’s prior special meeting of stockholders, the Company’s stockholders approved an amendment to the A&R Certificate of Incorporation permitting the Company to extend the Combination Period on a month-by-month basis through October 10, 2026, upon the deposit of $60,000 into the Company’s trust account for each monthly extension.

Under the proposed Third A&R Certificate of Incorporation, the Company would be permitted to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) on a month-to-month basis from October 10, 2026 to October 10, 2027. The Company may elect to extend the Combination Period for up to twelve (12) additional one-month periods by depositing $5,000 into the Company’s trust account for each such one-month extension, for a total of up to forty-eight (48) months from the consummation of the Company’s initial public offering.

This Extension Amendment Proposal aims to provide the Company with enhanced flexibility to secure and finalize a suitable business combination, while providing additional time to complete a business combination.

Reasons for the Extension Amendment Proposal

Enhanced Strategic Flexibility

The Extension Amendment Proposal significantly enhances the Company’s strategic flexibility by allowing it to extend the Combination Period on a month-to-month basis for up to twelve (12) additional one-month periods from October 10, 2026, to October 10, 2027. This granular level of control enables the Company to better navigate complex negotiations and due diligence processes, ensuring that any potential business combination is thoroughly evaluated and allowing additional time to evaluate potential business combinations and respond to changing market conditions and opportunities.

Improved Financial Management

Reducing the deposit required for each one-month extension from $60,000 per month to $5,000 per month under the new proposal significantly reduces the financial burden on the Company. The reduced deposit requirement would reduce the financial burden associated with each one-month extension and allow the Company to preserve additional financial resources.

Mitigation of Liquidation Risks

Under the original extension mechanism, failure to complete a business combination within the stipulated time frame would lead to the liquidation of the Company. This outcome not only deprives stockholders of potential future gains but also exposes them to the risk of receiving less than their initial investment due to creditor claims. The proposed amendment decreases the likelihood of such an outcome by providing additional time to secure a suitable business combination, thus protecting stockholders’ investments.

If the Extension Amendment Proposal is Not Approved

Adherence to Original Timelines

If the Extension Amendment Proposal is not approved, the Company will not be permitted to extend the Combination Period beyond October 10, 2026, pursuant to the proposed amendment. If the Company does not consummate a business combination by October 10, 2026, it will be required to cease operations except for the purpose of winding up and redeem its public shares and liquidate, subject to applicable law and the Company’s governing documents.

Risk of Suboptimal Business Combination

The existing strict deadlines imposed by the October 10, 2026 deadline could force the Company into accelerated due diligence processes and hastened negotiation phases. This compressed timeline increases the risk of overlooking critical details or failing to negotiate the most favorable terms during a business combination. The pressure to close a deal within the specified timeframe may lead the Company to settle for less advantageous agreements or miss out on more suitable opportunities that require more extensive evaluation and negotiation time. Such hurried decisions could result in suboptimal business combinations that do not fully align with the Company’s strategic objectives or maximize shareholder returns.

Potential for Liquidation

If the Extension Amendment Proposal is not approved and the Company is unable to consummate a business combination by October 10, 2026, the Company will be required to liquidate in accordance with its governing documents. In such an event, the stockholders will receive their pro rata portion of the trust account, subject to any applicable deductions or claims and the governing documents. The actual amount returned to stockholders could be further reduced by any outstanding creditors’ claims. This scenario not only diminishes the potential returns to stockholders but also eradicates any future value that might have been realized through a successful business combination.

If the Extension Amendment Proposal is Approved

Enhanced Flexibility for Strategic Negotiations

Approval of the Extension Amendment Proposal enables the Company to extend the Combination Period on a month-to-month basis from October 10, 2026, to October 10, 2027. The Company may elect to extend the Combination Period for up to twelve (12) additional one-month periods, for a total of up to forty-eight (48) months from the consummation of the Company’s initial public offering. This flexibility is critical as it allows the Company to conduct more thorough and comprehensive due diligence processes. With more time available, the Company can deeply evaluate potential targets, understand their market positions, assess risks accurately, and explore optimal strategic opportunities without the pressure of an impending deadline. This thorough approach ensures that any decision made is well-informed and strategically sound, enhancing the likelihood of a successful business combination.

Reduced Financial Pressure

The Extension Amendment Proposal significantly reduces the financial pressure on the Company by lowering the deposit requirement for each one-month extension to $5,000, a marked decrease from the current $60,000 monthly extension payment. This reduction in required deposits frees up capital, preserving financial resources that can be allocated towards other vital strategic investments or conserved for future operational needs. The reduced financial burden ensures that the Company maintains a healthier liquidity position, which is essential for sustaining ongoing business operations and pursuing new opportunities as they arise.

Prevention of Premature Liquidation

The flexible extension framework introduced by the Extension Amendment Proposal plays a crucial role in mitigating the risk of premature liquidation. By allowing the Company to extend the business combination timeline as needed, the investments are given adequate time to mature. This approach prevents the scenario where the Company might have to liquidate prematurely if a suitable business combination is not finalized within a rigid, shorter timeframe. The ability to mature the investments properly can lead to higher returns for stockholders, as it ensures that only well-considered and potentially profitable business combinations are pursued, ultimately benefiting the Company and its investors. The flexible extension framework mitigates the risk of premature liquidation, allowing investments adequate time to mature and potentially leading to higher returns for stockholders.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires the affirmative vote of a majority of the holders of all the outstanding shares of common stock as of the Record Date.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY’S STOCKHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.