UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Quetta Acquisition Corporation
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
74841A105
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☐ | Rule 13d-1 (c) |
| ☒ | Rule 13d-1 (d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. 74841A105 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Yocto Investments LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person | 5 | SOLE VOTING POWER 1,970,045 |
| 6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER 1,970,045 |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,970,045 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.02%(1) |
| 12 | TYPE OF REPORTING PERSON* OO |
| | | | |
| (1) | Calculated based on 8,947,045 shares of common stock outstanding as of November 14, 2023 as reported on the Issuer’s Form 10-Q, filed on November 14, 2023. |
| CUSIP No. 74841A105 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Chen Chen |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
Number of
Shares
Beneficially
Owned By Each
Reporting
Person | 5 | SOLE VOTING POWER 1,970,045(1) |
| 6 | SHARED VOTING POWER -0- |
| 7 | SOLE DISPOSITIVE POWER 1,970,045(1) |
| 8 | SHARED DISPOSITIVE POWER -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,970,045 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.02%(1) |
| 12 | TYPE OF REPORTING PERSON* OO |
| | | | |
| (1) | Calculated based on 8,947,045 shares of common stock outstanding as of November 14, 2023 as reported on the Issuer’s Form 10-Q, filed on November 14, 2023. |
| CUSIP No. 74841A105 | 13G | Page 4 of 7 Pages |
Item 1.
| | (a) | Name of Issuer: Quetta Acquisition Corporation |
| | (b) | Address of Issuer’s Principal Executive Offices: |
Quetta Acquisition Corporation
1185 Avenue of the Americas, Suite 301
New York, NY 10036
Item 2.
| | (a) | Name of Person Filing: | Yocto Investments LLC
Chen Chen |
| | (b) | Address of Principal Business Office or if none, Residence: |
c/o Quetta Acquisition Corporation
1185 Avenue of the Americas, Suite 301
New York, NY 10036
| | (c) | Citizenship: | Quetta Acquisition Corporation – Delaware
Chen Chen – United States |
| | (d) | Title of Class of Securities: Common Stock |
| | (e) | CUSIP Number: 74841A105 |
| | (a) | Amount Beneficially Owned: |
Yocto Investment LLC – 1,970,045 shares of common stock.
Chen Chen – 1,970,045 shares of common stock.
Chen Chen is the manager of Yocto Investment LLC and has voting and dispositive power over the securities owned by Yocto Investment LLC.
Yocto Investment LLC – 22.02%;
Chen Chen – 22.02%.
The foregoing percentages are based on 8,947,045 shares of common stock outstanding as of November 14, 2023.
| CUSIP No. 74841A105 | 13G | Page 5 of 7 Pages |
| | (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Yocto Investment LLC – 1,970,045 shares of common stock;
Chen Chen – 1,970,045 shares of common stock.
| | (ii) | shared power to vote or to direct the vote: |
Yocto Investment LLC – 0 share;
Chen Chen – 0 share.
| | (iii) | sole power to dispose or to direct the disposition of: |
Yocto Investment LLC – 1,970,045 shares;
Chen Chen – 1,970,045 shares.
| | (iv) | shared power to dispose or to direct the disposition of: |
Yocto Investment LLC – 0 share;
Chen Chen – 0 share.
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 74841A105 | 13G | Page 6 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 20, 2024
| | Yocto Investment LLC |
| | | |
| | By: | /s/ Chen Chen |
| | | Name: | Chen Chen |
| | | Title: | Authorized Signatory |
| | | | |
| | Chen Chen |
| | |
| | /s/ Chen Chen |
| CUSIP No. 74841A105 | 13G | Page 7 of 7 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to shares of common stock, $0.0001 par value, of Quetta Acquisition Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 20, 2024.
| | Yocto Investment LLC |
| | | |
| | By: | /s/ Chen Chen |
| | | Name: | Chen Chen |
| | | Title: | Authorized Signatory |
| | | | |
| | Chen Chen |
| | |
| | /s/ Chen Chen |
