false
0001978528
0001978528
2026-05-12
2026-05-12
0001978528
QETA:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2026-05-12
2026-05-12
0001978528
QETA:OrdinarySharesParValue0.0001PerShareMember
2026-05-12
2026-05-12
0001978528
QETA:RightsEachRightEntitlingHolderToReceiveOnetenthOfOneOrdinaryShareMember
2026-05-12
2026-05-12
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): May 12, 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 |
|
QETAU |
|
The
Nasdaq Stock Market LLC |
| Ordinary
shares, par value $0.0001 per share |
|
QETA |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder to receive one-tenth of one ordinary share |
|
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 (§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.
Item
8.01 Other Events.
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 April 10, 2026, received written notice from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) on April 6, 2026 stating that the Staff had determined to delist the Company’s
securities due to the Company’s failure to regain compliance with the minimum Market Value of Listed Securities (“MVLS”)
requirement. The Company timely requested a hearing before a Nasdaq Hearings Panel.
On
May 12, 2026, the “Company received notice that Nasdaq approved the transfer of the listing of the Company’s
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 Company’s securities will continue to trade under the symbols “QETA,” “QETAU” and
“QETAR,” respectively. The transfer is not expected to affect the trading of the Company’s securities.
Nasdaq further notified the Company
on May 12, 2026, that, following approval of the transfer to the Nasdaq Capital Market, the Company had regained compliance with the
MVLS requirement and is in compliance with all applicable continued listing standards. Nasdaq also cancelled the previously scheduled
hearing before the Nasdaq Hearings Panel.
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/
Zihan Chen |
|
| Name:
|
Zihan
Chen |
|
| Title:
|
Chief
Executive Officer |
|
| |
|
|
| Date: |
May
12, 2026 |
|