Quetta Acquisition Corp
For the period ended Jan 8, 2025. Filed Dec 23, 2024.
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Jan 8, 2025 · Filed Dec 23, 2024
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Contents
PROXY STATEMENT
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 at www.proxyvote.com.
Your proxy is solicited by the Board of Directors for our Special Meeting of Stockholders (the “Special Meeting”), to be held on January 8, 2025, at 10 AM Eastern Time. The Company’s principal executive office is located at 1185 6th Avenue, Suite 304, New York, NY 10036, and the telephone number is (212) 612-1400. Our Special Meeting will be held via audio teleconference only using the following dial-in information below:
At the Special Meeting, you will be asked to consider and vote upon the following matters:
| (1) | The Extension Amendment Proposal: a proposal by stockholder resolution to amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (“A&R Certificate of Incorporation”) in their entirety and the substitution in their place of the third amended and restated certificate of incorporation of the Company in the form attached as Annex A hereto (the “Third A&R Certificate of Incorporation”), to provide that beginning on January 10, 2025 until October 10, 2026, the Company may elect to extend the date by which the Company has to consummate a business combination (the “Combination Period”) month-by-month each time for a total of up to thirty six (36) months from the consummation of the Company’s initial public offering and pay a fee of $60,000 per month in connection with each such extension into the Company’s trust account. Any applicable excise tax and dissolution expense shall be paid by the sponsor, Yocto Investments LLC (the “Sponsor”), and not out from the Company’s trust account (such proposal, the “Extension Amendment Proposal”). |
| (2) | Ratification to Expand the Geographic Scope of the Company’s Acquisition Criteria for Business Combination: a proposal by stockholder resolution to include any entity with its principal business operations in the geographical regions of China, Hong Kong, and Macau in the Company’s acquisition criteria in its search for a prospective target business for its business combination (such proposal, the “Target Search Expansion Proposal”). |
| (3) | Other Business Proposal: a proposal to consider and vote upon any other business that may properly come before the Special Meeting or any adjournments or postponements thereof. |
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. Our Special Meeting will be conducted via audio teleconference only.
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.
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.
You will be able to attend the Special Meeting via audio teleconference only using the above dial-in information 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.