UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
April
6, 2026
Date
of Report (Date of earliest event reported)
Quetta
Acquisition Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41832 |
|
93-1358026 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1185
6th Avenue, Suite 304
New
York, NY 10036 |
|
10036 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +1(212) 612-1400
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units |
|
QETAU |
|
The
Nasdaq Stock Market LLC |
| Common
Stock |
|
QETA |
|
The
Nasdaq Stock Market LLC |
| Rights |
|
QETAR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT
NOTICES
Important
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about Quetta
Acquisition Corporation’s (the “Company”) ability to regain compliance with Nasdaq’s continued listing standards,
the Company’s intentions to monitor its market value of listed securities, potential actions to regain compliance, and the possible
outcomes with respect to Nasdaq’s continued listing determination, are forward-looking statements. Words such as “expect,”
“believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking
statements.
These
forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, known and unknown,
that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties
include, but are not limited to: (i) the Company’s ability to regain compliance with Nasdaq’s continued listing requirements
within the applicable compliance period; (ii) the potential delisting of the Company’s securities from Nasdaq; (iii) the Company’s
ability to obtain approval for or complete a transfer of its securities to The Nasdaq Capital Market; (iv) the Company’s ability
to execute its business strategy; and (v) other risks and uncertainties described in the Company’s filings with the Securities
and Exchange Commission.
Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ
materially from those indicated by the forward-looking statements. The Company cautions you not to place undue reliance on these forward-looking
statements. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation
to update or revise any such statements, except as required by law.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Quetta
Acquisition Corporation (the “Company”), as previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission on September 10, 2025, received a notice from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfied the minimum Market Value of Listed
Securities (“MVLS”) requirement of $50,000,000 for continued listing on the Nasdaq Global Market, as set forth in Nasdaq
Listing Rule 5450(b)(2)(A). The Company was provided a 180-calendar-day compliance period, expiring on March 2, 2026, to regain compliance.
On
February 23, 2026, the Company applied to transfer the listing of its securities to the Nasdaq Capital Market. However, the Company did
not meet the minimum requirement of 300 public holders under Nasdaq Listing Rule 5550(a)(3) and, therefore, did not qualify for such
transfer.
On
April 6, 2026, the Company received written notice from Nasdaq stating that the Staff had determined to delist the Company’s securities
due to its failure to regain compliance with the MVLS requirement. In addition, the Company does not satisfy the continued listing requirement
of at least 400 total holders under Nasdaq Listing Rule 5450(a)(2), which constitutes a separate and independent basis for delisting.
The
Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) by April 13, 2026. The hearing request
will stay the suspension of the Company’s securities pending the Panel’s decision.
While
the Company intends to take all reasonable actions to regain compliance with Nasdaq’s continued listing requirements, there can
be no assurance that it will be successful in doing so or that the Panel will grant the Company’s request for continued listing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
April 10, 2026 |
|
| |
|
| QUETTA
ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Zihan Chen |
|
| Name:
|
Zihan
Chen |
|
| Title: |
Chief
Executive Officer and Director |
|
