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Correspondence 0001829126-23-005549 from Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528) (QETA)

Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528)
Date: Aug. 18, 2023 · CIK: 0001978528 · Accession: 0001829126-23-005549

AI Filing Summary & Sentiment

Referenced dates: July 27, 2023

Date
August 18, 2023
Author
/s/ Giovanni Caruso
Form
CORRESP
Company
Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528)

Letter

Via Edgar Division of Corporation Finance Office of Life Sciences Re: Quetta Acquisition Corp. Amendment No.1 to Draft Registration Statement on Form S-1 Filed July 14, 2023 CIK No. 0001978528

Dear Mr. Cline:

On behalf of our client, Quetta Acquisition Corp., a Delaware company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated July 27, 2023 (the “Comment Letter”) regarding the Company’s Draft Registration Statement on Form S-1.

For ease of reference, the comments contained in the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response set forth below refer to the page numbers in the registration statement (“Registration Statement”) filed in response to the Staff’s comments below.

Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted July 14, 2023

General

1. We note your response to comment 3. Please update your disclosure related to Yotta Acquisition Corporation’s merger with NaturalShrimp Incorporated, including when you expect the business combination to be consummated.

Response: The Company has revised the disclosure on pages 6 and 87 of the Registration Statement.

Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

Paul Cline

August 18, 2023

Page 2

Please call me at (212) 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,
/s/ Giovanni Caruso

Show Raw Text
CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

                                                              Direct 212.407.4866

                                                                                 Main   212.407.4000

                                                                                 Fax      212.407.4990

                                                                                gcaruso@loeb.com

Via Edgar

August 18, 2023

Paul Cline

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

 Re: Quetta Acquisition Corp.

Amendment No.1 to Draft Registration Statement on Form S-1

Filed July 14, 2023

CIK No. 0001978528

Dear Mr. Cline:

On behalf of our client, Quetta Acquisition Corp.,
a Delaware company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the comment contained
in the Staff’s letter dated July 27, 2023 (the “Comment Letter”) regarding the Company’s Draft Registration
Statement on Form S-1.

For ease of reference, the comments contained
in the Comment Letter are reproduced below and are followed by the Company’s response. All page references in the response set
forth below refer to the page numbers in the registration statement (“Registration Statement”) filed in response to
the Staff’s comments below.

Amendment No. 1 to Draft Registration
Statement on Form S-1 Submitted July 14, 2023

General

 1. We note your response to comment 3.  Please update your disclosure related to Yotta Acquisition
Corporation’s merger with NaturalShrimp Incorporated, including when you expect the business combination to be consummated.

Response: The Company has revised
the disclosure on pages 6 and  87 of the Registration Statement.

    Los Angeles    New York    Chicago
       Nashville    Washington, DC    San Francisco    Beijing    Hong
    Kong    www.loeb.com

    For the United
    States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    Paul Cline

    August 18, 2023

    Page 2

Please call me at (212) 407-4866 if you would
like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso
 Partner