Quetta Acquisition Corp

DEF 14A 1 quettaacquisition_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

****SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholder:

You are cordially invited to attend Quetta Acquisition Corporation’s special meeting of Stockholders (the “Special Meeting”) to be held on January 8, 2025, at 10 AM Eastern Time. The formal meeting notice and Proxy Statement for the Special Meeting are attached.

The Special Meeting will be held via audio teleconference only using the following dial-in information:

If you intend to vote at the Special Meeting, you can vote over the internet following the instructions on your proxy card. If you have any questions prior to the Special Meeting, please call the proxy solicitor, Advantage Proxy, Inc. at 877-870-8565.

Even if you are planning on attending the Special Meeting via teleconference, please promptly submit your proxy vote by Internet, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting.

Thank you for your continued support of and interest in Quetta Acquisition Corporation.

Sincerely,

/s/ Hui Chen

Hui Chen

Chairman of the Board of Directors and Chief Executive Officer

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING WHETHER OR NOT YOU ATTEND VIA TELECONFERENCE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE SPECIAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE SPECIAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE SPECIAL MEETING VIA TELECONFERENCE AND VOTING ONLINE.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE SPECIAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

IF YOU HAVE CHOSEN TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED.

ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING VIA TELECONFERENCE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

Quetta Acquisition Corporation

1185 6th Avenue, Suite 304

New York, NY 10036

(212) 612-1400

**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 8, 2025

December 23, 2024

To our Stockholders:

Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of Quetta Acquisition Corporation, a Delaware corporation (the “Company,” “Quetta”, “our,” “we” or “us”), will be held via audio teleconference only on January 8, 2025, at 10 AM Eastern Time for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

Pursuant to our Amended and Restated Bylaws, our Board has fixed the close of business on December 16, 2024 as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Special Meeting and any adjournment thereof. Holders of our common stock are entitled to vote at the Special Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, on or about December 23, 2024, we first sent our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and our Special report on Form 10-K for the fiscal year ended December 31, 2023 online. Stockholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.

You will be able to attend the Special Meeting via audio teleconference only using the following dial-in information below on January 8, 2025, at 10 AM Eastern Time.

If you intend to vote at the Special Meeting, you can vote over the internet following the instructions on your proxy card. If you have any questions prior to the Special Meeting, please call the proxy solicitor, Advantage Proxy, Inc. at 877-870-8565.

Your vote is important. Whether or not you plan to attend the Special Meeting, please vote your shares by promptly completing, signing and returning the enclosed proxy card. You may also vote your shares over mail or the Internet in accordance with the instructions on the proxy card.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or January 6, 2025). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Common Stock in the open market, even if the market price per share is higher than the redemption price, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

**Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on January 8, 2025: This notice of Special meeting of stockholders, the Proxy Statement, including your proxy card, and our Special report on Form 10-K for the fiscal year ended December 31, 2023 are available atwww.proxyvote.com.**You will need to use the control number appearing on your proxy card to vote via the Internet.

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Quetta Acquisition Corporation

1185 6th Avenue, Suite 304

New York, NY 10036

(212) 612-1400