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
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CORRESP
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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