Welcome to our dedicated page for Quetta Acquisition SEC filings (Ticker: QETA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Quetta Acquisition Corporation filings document a blank-check issuer’s security structure, governance, capital structure, and material-event disclosures. The company’s SEC records describe registered share securities, rights, and units, along with shareholder-vote matters and SPAC-related agreement activity.
Recent Form 8-K filings cover material agreements, termination of a merger agreement, release of promissory-note obligations, executive and board changes, and Nasdaq continued-listing notices. The NT 10-K records a delayed annual-report filing, while risk and forward-looking disclosures address SPAC capital structure and regulatory compliance.
Quetta Acquisition Corporation reported a small net loss of $13,521 for the three months ended March 31, 2026, as it continues to seek a merger target. The SPAC earned interest of $169,702 on $19.54M of cash and investments held in its Trust Account while incurring formation, operating and tax costs.
After January 2025 redemptions of 5,199,297 shares for approximately $55.15M, the Trust Account held about $18.0M, leaving 3,747,748 common shares outstanding. Working capital showed a deficit of $2.95M, and management disclosed substantial doubt about the company’s ability to continue as a going concern without completing a business combination.
On March 6, 2026, Quetta entered into a Business Combination Agreement with Smart Kreate Group Limited and related entities, replacing a previously terminated KM QUAD transaction. KM QUAD later released the company from $1.04M of promissory note obligations. Nasdaq approved the transfer of QETA’s listing to the Nasdaq Capital Market, and the company regained compliance with applicable continued listing standards.
Quetta Acquisition Corporation reported that Nasdaq approved transferring its ordinary shares, units and rights from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on May 14, 2026. The securities will continue to trade under the symbols QETA, QETAU and QETAR, and the transfer is not expected to affect trading.
Nasdaq further notified the company on May 12, 2026 that, following this transfer, Quetta Acquisition had regained compliance with the minimum Market Value of Listed Securities requirement and is in compliance with all applicable continued listing standards. As a result, Nasdaq cancelled the previously scheduled delisting hearing.
Quetta Acquisition Corporation entered into a Release and Discharge of Promissory Notes with KM Quad on April 30, 2026, canceling an aggregate principal amount of $1,040,000 owed under prior promissory notes. KM Quad confirmed that no principal, interest, fees or other amounts remain payable.
The Release supplements a Termination Agreement between the parties dated January 15, 2026, and leaves Quetta Acquisition with no remaining obligations under the canceled notes.
Quetta Acquisition Corporation reported that Nasdaq notified the company it no longer meets the minimum Market Value of Publicly Held Shares requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C). This determination was based on the company’s market value over the 30 consecutive business days from March 18, 2026 through April 29, 2026.
The company has 180 calendar days, until October 27, 2026, to regain compliance. If its market value of publicly held shares reaches at least $15,000,000 for a minimum of ten consecutive business days during this period, Nasdaq may confirm compliance. The notice does not immediately affect the listing or trading of Quetta’s securities, but the company cautions there is no assurance it will successfully regain or maintain compliance.
Quetta Acquisition Corporation filed its annual report for the year ended December 31, 2025, detailing its status as a SPAC still seeking to complete an initial business combination.
During 2025 Quetta focused on a proposed merger with KM QUAD, but that agreement was mutually terminated on January 15, 2026. On March 6, 2026, Quetta signed a new Business Combination Agreement with Smart Kreate Group Limited, valuing the merger at an enterprise value of US$200 million, with each QETA common share to be exchanged for one PubCo Class A ordinary share.
The company has no operating revenue, reported a 2025 net loss of $780,924, and depends on cash held in its trust account and sponsor or third‑party financing to fund expenses. After redemptions of 5,199,297 shares in January 2025, about $18.0 million remained in the trust account, with 3,747,748 common shares outstanding as of April 23, 2026. Management discloses substantial doubt about Quetta’s ability to continue as a going concern if it cannot complete a business combination within the required timeframe.
Quetta Acquisition Corporation reports that Nasdaq staff has determined to delist its securities after the company failed to regain compliance with Nasdaq’s minimum Market Value of Listed Securities requirement and a separate rule requiring at least 400 total holders. The company has requested a hearing before a Nasdaq Hearings Panel.
On April 20, 2026, Nasdaq added that Quetta’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2025 is an additional basis for delisting. Quetta plans to address all issues at a May 14, 2026 hearing and intends to file the Form 10-K as soon as practicable, but there is no assurance of continued listing.
Quetta Acquisition Corporation received Nasdaq notice of delisting after failing to meet the $50,000,000 minimum Market Value of Listed Securities requirement. Nasdaq determined to delist on April 6, 2026
The Company previously had a 180-calendar-day compliance period that expired March 2, 2026. An attempted transfer to the Nasdaq Capital Market on February 23, 2026 failed because the Company did not meet the minimum requirement of 300 public holders. Nasdaq also found the Company does not satisfy the continued listing requirement of at least 400 total holders, a separate basis for delisting. The Company intends to request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which will stay the suspension of the Company’s securities pending the Panel’s decision.
Quetta Acquisition Corporation received a written notice from Nasdaq on April 6, 2026 that Nasdaq staff has determined to delist its securities. The company failed to regain the required $50,000,000 Market Value of Listed Securities and also lacks at least 400 total holders.
Quetta had previously been given a 180-day compliance period ending March 2, 2026 and unsuccessfully applied to move its listing to the Nasdaq Capital Market because it did not have 300 public holders. The company plans to request a hearing by April 13, 2026, which will stay any suspension while a Nasdaq Hearings Panel reviews its case.
Quetta Acquisition Corporation (QETA) submitted a Form 12b-25 notification stating it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The registrant attributes the delay to completing the Annual Report's financial statements and says it was unable to eliminate the reasons without unreasonable effort or expense. The company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due date and the notification is signed by CEO Zihan Chen.
Quetta Acquisition Corporation entered into a Business Combination Agreement to merge with Smart Kreate Group via a new Cayman holding company, PubCo. The deal values Smart Kreate Group at a Company Equity Value of US$200,000,000, plus any additional equity or equity‑linked financing raised before closing.
The transaction uses a two-step structure: QETA will merge into a PubCo subsidiary, then another PubCo subsidiary will merge with Smart Kreate Group, which will become a wholly owned PubCo subsidiary. QETA shareholders will receive PubCo Class A ordinary shares and rights; Company shareholders will receive PubCo Class A or Class B shares based on an exchange ratio tied to the US$200,000,000 valuation.
PubCo will adopt an incentive equity plan reserving shares equal to 15% of its fully diluted share capital after closing and may implement an employee share purchase program. Shareholder and sponsor support agreements, registration rights, and an assignment of QETA’s rights agreement have been signed. The parties expect the transaction to close in the third quarter of 2026, subject to shareholder approvals, regulatory clearances and Nasdaq listing conditions.