Quetta faces Nasdaq delisting after MVLS shortfall

Quetta Acquisition Corporation received a written notice from Nasdaq on April 6, 2026 that Nasdaq staff has determined to delist its securities.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

None.

Negative

Nasdaq delisting determination: Nasdaq staff has decided to delist Quetta Acquisition Corporation’s securities after it failed to regain the required $50,000,000 Market Value of Listed Securities and did not meet separate minimum holder-count rules, introducing significant listing and liquidity risk.

Insights

Nasdaq delisting threat adds listing and liquidity risk for QETA.

Quetta Acquisition Corporation now faces delisting from the Nasdaq Global Market after failing the Market Value of Listed Securities test of $50,000,000 and separate minimum holder-count rules. These are core continued listing standards, not procedural issues.

The company also did not qualify to transfer to the Nasdaq Capital Market due to having fewer than 300 public holders, and Nasdaq cites fewer than 400 total holders as another basis for delisting. A planned hearing request by April 13, 2026 will temporarily keep its securities trading while a panel decides.

If the panel denies continued listing, trading could move to a less liquid venue, which often affects visibility and transaction costs. The outcome will depend on whether Quetta can demonstrate a credible path to meeting Nasdaq’s MVLS and holder requirements under the listing rules described.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

MVLS requirement: $50,000,000 Compliance period length: 180 calendar days Compliance deadline: March 2, 2026 +5 more

8 metrics

MVLS requirement $50,000,000 Minimum Market Value of Listed Securities for Nasdaq Global Market under Rule 5450(b)(2)(A)

Compliance period length 180 calendar days Period granted to regain MVLS compliance, expiring March 2, 2026

Compliance deadline March 2, 2026 End of 180-day period to meet MVLS requirement

Transfer application date February 23, 2026 Date Quetta applied to transfer listing to Nasdaq Capital Market

Public holder requirement 300 public holders Minimum for Nasdaq Capital Market under Listing Rule 5550(a)(3)

Total holder requirement 400 total holders Nasdaq Global Market continued listing requirement under Listing Rule 5450(a)(2)

Delisting notice date April 6, 2026 Date Nasdaq staff issued written delisting determination

Hearing request deadline April 13, 2026 Date by which Quetta intends to request a Nasdaq panel hearing

Key Terms

Market Value of Listed Securities, Nasdaq Global Market, Nasdaq Capital Market, continued listing requirement, +2 more

6 terms

Market Value of Listed Securities financial

"no longer satisfied the minimum Market Value of Listed Securities (“MVLS”) requirement of $50,000,000"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Global Market financial

"for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market financial

"applied to transfer the listing of its securities to the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

continued listing requirement financial

"does not satisfy the continued listing requirement of at least 400 total holders under Nasdaq Listing Rule 5450(a)(2)"

Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.

Listing Qualifications Department regulatory

"received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

Nasdaq Hearings Panel regulatory

"intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”)"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue does Quetta Acquisition Corporation (QETA) report?

Quetta Acquisition Corporation reports that Nasdaq staff has determined to delist its securities after it failed to regain compliance with Nasdaq’s $50,000,000 Market Value of Listed Securities requirement and certain minimum holder-count standards for the Nasdaq Global Market.

Why is Nasdaq moving to delist Quetta Acquisition Corporation (QETA)?

Nasdaq is moving to delist Quetta because it did not restore a $50,000,000 Market Value of Listed Securities within a 180-day period and does not meet minimum holder requirements, including at least 400 total holders under Nasdaq Listing Rule 5450(a)(2).

What steps is Quetta Acquisition Corporation (QETA) taking in response to Nasdaq’s delisting notice?

Quetta Acquisition Corporation intends to request a hearing before a Nasdaq Hearings Panel by April 13, 2026. Filing this hearing request will stay the suspension of its securities while the panel considers whether to grant the company continued listing.

Did Quetta Acquisition Corporation (QETA) try to transfer its listing within Nasdaq?

Yes. On February 23, 2026, Quetta applied to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market, but it did not meet the Capital Market’s requirement for at least 300 public holders under Nasdaq Listing Rule 5550(a)(3).

Which specific Nasdaq listing rules does Quetta Acquisition Corporation (QETA) fail to meet?

Quetta fails the Nasdaq Global Market’s $50,000,000 Market Value of Listed Securities requirement under Listing Rule 5450(b)(2)(A) and also does not satisfy the continued listing requirement for at least 400 total holders as set out in Nasdaq Listing Rule 5450(a)(2).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 05:00 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Quetta faces Nasdaq delisting after MVLS shortfall