SEC Comment Letter 0000000000-23-009510 to Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528) (QETA)
Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528)
Date: Aug. 29, 2023 · CIK: 0001978528 · Accession: 0000000000-23-009510
AI Filing Summary & Sentiment
File numbers found in text: 333-274098
Letter
United States securities and exchange commission logo August 29, 2023 Hui Chen Chief Executive Officer Quetta Acquisition Corporation 1185 Avenue of the Americas, Suite 301 New York, NY 10036 Re:Quetta Acquisition Corporation Registration Statement on Form S-1 Filed August 21, 2023 File No. 333-274098 Dear Hui Chen: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 27, 2023 letter. Registration Statement on Form S-1 filed August 21, 2023 General 1.We note your response to comment 1. Please revise your disclosure on pages 7 and 24 to clarify that Yotta Acquisition Corporation's definitive merger agreement with NaturalShrimp Incorporated has been terminated and disclose whether Yotta may compete with Quetta Acquisition Corporation for business combination opportunities. Disclose how you plan to resolve any such conflicts of interest. Also update your Risk Factors and Conflicts of Interest sections accordingly.
FirstName LastNameHui Chen Comapany NameQuetta Acquisition Corporation August 29, 2023 Page 2 FirstName LastName Hui Chen Quetta Acquisition Corporation August 29, 2023 Page 2 2.We note your revisions to the period to consummate your initial business combination. Please revise your certificate of incorporation filed as exhibit 3.2 accordingly and also include the amount to be deposited into the trust for each extension. In addition, revise exhibit D of the trust agreement filed as exhibit 10.2 to reconcile the amount to be deposited with the amount disclosed in the prospectus. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Paul Cline at 202-551-3851 or Kristina Marrone at 202-551-3429 if you have questions regarding the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Giovanni Caruso
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United States securities and exchange commission logo
August 29, 2023
Hui Chen
Chief Executive Officer
Quetta Acquisition Corporation
1185 Avenue of the Americas, Suite 301
New York, NY 10036
Re:Quetta Acquisition Corporation
Registration Statement on Form S-1
Filed August 21, 2023
File No. 333-274098
Dear Hui Chen:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 27, 2023 letter.
Registration Statement on Form S-1 filed August 21, 2023
General
1.We note your response to comment 1. Please revise your disclosure on pages 7 and 24 to
clarify that Yotta Acquisition Corporation's definitive merger agreement with
NaturalShrimp Incorporated has been terminated and disclose whether Yotta may compete
with Quetta Acquisition Corporation for business combination opportunities. Disclose
how you plan to resolve any such conflicts of interest. Also update your Risk Factors and
Conflicts of Interest sections accordingly.
FirstName LastNameHui Chen
Comapany NameQuetta Acquisition Corporation
August 29, 2023 Page 2
FirstName LastName
Hui Chen
Quetta Acquisition Corporation
August 29, 2023
Page 2
2.We note your revisions to the period to consummate your initial business combination.
Please revise your certificate of incorporation filed as exhibit 3.2 accordingly and also
include the amount to be deposited into the trust for each extension. In addition, revise
exhibit D of the trust agreement filed as exhibit 10.2 to reconcile the amount to be
deposited with the amount disclosed in the prospectus.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Paul Cline at 202-551-3851 or Kristina Marrone at 202-551-3429 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso