false
0001978528
0001978528
2026-01-15
2026-01-15
0001978528
QETA:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2026-01-15
2026-01-15
0001978528
QETA:OrdinarySharesParValue0.0001PerShareMember
2026-01-15
2026-01-15
0001978528
QETA:RightsEachRightEntitlingHolderToReceiveOnetenthOfOneOrdinaryShareMember
2026-01-15
2026-01-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 15, 2026
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) |
|
(IRS
Employer
Identification
No.) |
1185
Avenue of the Americas, Suite 304
New
York, NY |
|
10036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (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 to the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
QETA |
|
The
Nasdaq Stock Market LLC |
| Ordinary
shares, par value $0.0001 per share |
|
QETAR |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder to receive one-tenth of one ordinary share |
|
QETAU |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 regarding the
Company’s ability to identify and complete a future business combination, are forward-looking statements. Words such as “expect,”
“believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking
statements.
These
forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by such statements. These risks and uncertainties include, among others, the Company’s ability to identify a suitable
target business, negotiate and complete a future business combination, and other risks described in the Company’s filings with
the Securities and Exchange Commission.
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
1.01 Entry into a Material Definitive Agreement
On
January 15, 2026, Quetta Acquisition Corporation, a Delaware corporation (the “Company”), entered into a Termination Agreement
(the “Termination Agreement”) with KM QUAD, a Cayman Islands exempted company, Quad Global Inc., a Cayman Islands exempted
company, and Quad Group Inc., a Cayman Islands exempted company (collectively, the “Parties”).
The
Termination Agreement provides for the termination, by mutual agreement of the Parties, of that certain Agreement and Plan of Merger,
dated February 14, 2025 (the “Merger Agreement”). Pursuant to the Termination Agreement, the Parties agreed to terminate
the Merger Agreement by mutual consent and to provide mutual releases of claims related thereto, subject to the terms and conditions
set forth in the Termination Agreement. The Termination Agreement provides that the termination does
not constitute an admission of fault or liability by any party.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
1.02 Termination of a Material Definitive Agreement
As
described above in Item 1.01, on January 15, 2026, the Company and the other parties thereto entered into the Termination Agreement,
pursuant to which the Merger Agreement was terminated in its entirety, effective as of January 15, 2026, subject to the terms and
conditions set forth in the Termination Agreement. Except as expressly set forth in the Termination Agreement, the Merger Agreement
is of no further force or effect.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Termination Agreement, dated January 15, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| QUETTA
ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Hui Chen |
|
| Name:
|
Hui
Chen |
|
| Title:
|
Chief
Executive Officer |
|
| |
|
|
| Date: |
January
30, 2026 |
|
