Correspondence 0001829126-23-006088 from Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528) (QETA)
Quetta Acquisition Corp (QETA, QETAR, QETAU) (CIK 0001978528)
Date: Sept. 14, 2023 · CIK: 0001978528 · Accession: 0001829126-23-006088
AI Filing Summary & Sentiment
File numbers found in text: 333-274098
Referenced dates: August 29, 2023
Letter
Via Edgar Division of Corporation Finance Office of Life Sciences Re: Quetta Acquisition Corporation Registration Statement on Form S-1 Filed August 21, 2023 File No. 333-274098
Dear Mr. Cline:
On behalf of our client, Quetta Acquisition Corporation, 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 August 29, 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 amendment No.1 to the registration statement (“Amendment No.1”) filed in response to the Staff’s comments below.
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.
Response: The Company has revised the disclosure on pages 7, 24, 54, 55, 105, and 106 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
September 14, 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.
Response: The Company has revised Exhibit 3.2 and Exhibit D of the trust agreement filed with the Amendment No.1.
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
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CORRESP
1
filename1.htm
Giovanni
Caruso
Partner
Direct
212.407.4866
Main
212.407.4000
345 Park Avenue
Fax
212.407.4990
New York, NY 10154
gcaruso@loeb.com
Via
Edgar
September 14, 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 Corporation
Registration Statement on Form S-1
Filed August 21, 2023
File No. 333-274098
Dear Mr. Cline:
On behalf of our client, Quetta Acquisition Corporation,
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 August 29, 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 amendment No.1 to the registration statement (“Amendment No.1”) filed in response
to the Staff’s comments below.
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.
Response: The Company has revised
the disclosure on pages 7, 24, 54, 55, 105, and 106 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
September 14, 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.
Response: The Company has revised
Exhibit 3.2 and Exhibit D of the trust agreement filed with the Amendment No.1.
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