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Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 10 — Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review, as further disclosed in the footnotes and except as disclosed below, management did not identify any material subsequent events that require disclosure in the financial statements.

 

In January 2025, February 2025, and March 2025, the Company made total tax payments of $1,028,284 for the year ended 2024 and the period from May 1, 2023 (inception) through December 31, 2023. Of this amount, $960,350 was for federal income taxes and $67,934 was for franchise taxes.

 

The Company deposited total extension payments of $180,000 ($60,000 per month) into the Trust Account from January 1, 2025 to March 14, 2025 to extend the date by which the Company can complete an initial business combination to April 10, 2025.

 

January 2025 Stockholder Meeting

 

On January 10, 2025, the Company held a special meeting of stockholders (the “January Special Meeting”). During the January Special Meeting, stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from January 10, 2025 to October 10, 2026 (36 months from the consummation of the Company’s initial public offering), on a month-by-month basis, up to a total of 21 times, by depositing $60,000 into the Company’s trust account for each such one-month extension.

 

In connection with the stockholders’ vote at the January Special Meeting, an aggregate of 5,199,297 shares with redemption value of approximately $55,152,224 (approximately $10.61 per share) were tendered for redemption.

 

  

Trust Amendment

 

The Company has until 36 months (or until October 10, 2026) from the closing of the IPO to consummate a Business Combination. In addition, in the event that the Company fails to timely make a payment for any given month during the twenty-one (21) month period the Company elects to make an extension, the Company shall have a period of forty five (45) days to pay any applicable past due payment, which shall be calculated to be equal to the principal of the past due payment, plus any accrued but unpaid interest in the amount of three percent (3%) (the “Cure Period”). If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within thirty-six (36) months from the consummation of the IPO.

 

New Subsidiaries

 

The Company formed two subsidiaries in connection with a contemplated business combination:

 

Quad Global Inc. (“Quad Global”), is a wholly owned subsidiary of the Company and is a Cayman Island exempted company formed on February 5, 2025. It was formed to be the surviving company after the reincorporation merger in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

 

Quad Group Inc., is a wholly owned subsidiary of the Quad Global and is a Cayman Island exempted company formed on January 28, 2025. It was formed to be the Merger Sub in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

 

Merger Agreement

 

On February 14, 2025, Quetta entered into entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KM QUAD, the parent company of Jiujiang Lida Technology Co., Ltd., a film product design and manufacturer in China. Upon consummation of the transaction contemplated by the Merger Agreement, (i) Quetta will reincorporate by merging with and into Quad Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quetta (“Quad Global”), and (ii) concurrently with the reincorporation merger, Quad Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Quad Global, will be merged with and into KM QUAD, resulting in KM QUAD being a wholly-owned subsidiary of Quad Global. At the effective time of the transaction, KM QUAD’s shareholders and management will receive 30 million ordinary shares of Quad Global. The shares held by certain KM QUAD’s shareholders will be subject to lock-up agreements for a period of six months following the closing of the transaction, subject to certain exceptions.

 

The aggregate consideration to be paid to KM QUAD shareholders for the Acquisition Merger is $300 million, payable in newly issued purchaser ordinary shares valued at $10.00 per share. The Transaction, which has been approved by the boards of directors of both Quetta and KM QUAD, is subject to regulatory approvals, the approvals by the shareholders of Quetta and KM QUAD, respectively, and the satisfaction of certain other customary closing conditions.

 

KM QUAD shall bear (i) 50% of the transaction costs incurred by Quetta, excluding any amounts payable at Closing from the Trust Account, provided that KM QUAD’s obligation to pay such transaction costs incurred by Quetta shall not exceed $500,000 in total; (ii) 50% of the expenses incurred by Quetta in connection with maintaining ongoing public company responsibilities, provided that KM QUAD’s obligation to pay such Public Company Expenses incurred by Quetta shall not exceed $100,000 in total; and (iii) the extension fees of Quetta covering nine extensions over nine months, in the total amount of $540,000. If the Closing does not occur prior to October 10, 2025 due to a delay in obtaining regulatory approvals, Quetta shall be responsible for any extension fees and other related fees incurred by Quetta beyond October 10, 2025 not to exceed $100,000 per month.

 

Pursuant to the Merger Agreement, on or before February 14, 2025, KM QUAD deposited $250,000, the first installment of the term extension fees to the Company’s bank account in exchange for a promissory note issued by the Company. KM QUAD shall wire $290,000, the second installment of the extension fees, to the Company’s bank account on or before April 20, 2025 in exchange for a promissory note issued by the Company, provided that the Merger Agreement has not been terminated prior to that date.