M&A - Quetta Acquisition Corp

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000182912625001011

Filing Summary: On February 14, 2025, Quetta Acquisition Corporation (QETA) entered into a Merger Agreement with Quad Global Inc. (Purchaser) and Quad Group Inc. (Merger Sub), involving a two-step business combination. QETA will merge with Purchaser, with QETA's stockholders becoming shareholders of Purchaser. Subsequently, Merger Sub will merge with Quad (QUAD), resulting in Purchaser acquiring 100% of QUAD's equity. The total consideration for this Acquisition Merger is $300 million, to be paid in newly issued Purchaser Ordinary Shares, valued at $10.00 each. The merger will not affect the current management of QUAD, which will retain their roles post-merger. The agreement outlines the conditions for closing, including obtaining necessary regulatory approvals and shareholder votes. Furthermore, the agreement includes several representations, warranties, and covenants from both parties, including a lock-up agreement for QUAD's shareholders regarding their new shares for a period of six months after the closing. Additional details regarding governance post-merger and the transaction costs allocation are also provided. Important forward-looking statements regarding the completion and impacts of the merger are highlighted, emphasizing that these do not guarantee future returns.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000182912625001010

Filing Summary: On February 14, 2025, Quetta Acquisition Corporation ('QETA') entered into a Merger Agreement with Quad Global Inc. ('Purchaser'), Quad Group Inc. ('Merger Sub'), and KM QUAD ('QUAD'). The merger will result in all QETA stockholders becoming shareholders of Purchaser. Purchaser will acquire 100% of QUAD's equity. The total consideration for QUAD shareholders is $300 million, paid in newly issued Purchaser Ordinary Shares valued at $10.00 each. After the merger, QETA’s corporate existence will cease, and its units will be converted to Purchaser securities. Certain conditions must be met for the merger to close, including shareholder approvals and regulatory clearances. Key covenants and representations are outlined in the agreement, noting the parties' obligations and conditions for the completion of the transaction. Immediate post-merger governance details include the composition of Purchaser’s board of directors, with specific designations from each party.

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