[8-K] Quetta Acquisition Corp Reports Material Event
Rhea-AI Filing Summary
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.
Positive
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Negative
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Insights
Quetta signs a de-SPAC deal valuing Smart Kreate at US$200 million in an all-stock structure with standard closing risks.
The agreement positions Smart Kreate Group, an AI-driven cloud logistics platform, to become a Nasdaq-listed company through Quetta Acquisition Corporation. The Business Combination Agreement sets a Company Equity Value of
The structure is typical for cross-border SPAC deals: QETA merges into a Cayman PubCo, and Smart Kreate becomes a wholly owned PubCo subsidiary. QETA shareholders receive PubCo Class A ordinary shares and rights on substantially the same terms, while Company shareholders receive PubCo Class A or B shares depending on their status.
Support agreements from key Company shareholders and the SPAC sponsor, lock-up provisions, and a PubCo incentive equity plan reserving
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Current Report
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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:
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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 the pending transactions among Quetta Acquisition Corporation (“QETA”), Smart Kreate Group Limited (“PubCo”), SKG Merger Sub 1 Limited (“Merger Sub 1”), SKG Merger Sub 2 Limited (“Merger Sub 2”) and Smart Kreate Group Limited (the “Company”) and the transactions contemplated thereby, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including QETA’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. The words “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, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against QETA, PubCo or the Company following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of QETA or the Company or other conditions to closing in the Business Combination Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the post-combination company’s securities on Nasdaq following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that the Company or the combined company may be adversely affected by other economic, business and/or competitive factors; and (12) other risks and uncertainties to be identified in the registration statement to be filed with the SEC by PubCo (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by QETA and PubCo.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and QETA, PubCo, Merger Sub 1, Merger Sub 2, the Company and their respective subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, PubCo and QETA will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a registration statement on Form F-4 (as may be amended from time to time) that will include a proxy statement/prospectus (the “Registration Statement”) pertaining to such transaction. The proxy statement/prospectus will be sent to QETA’s stockholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. QETA’s stockholders will also be able to obtain copies of the Registration Statement and proxy statement/prospectus without charge from QETA. The Registration Statement and proxy statement/prospectus, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to QETA at 1185 Avenue of the Americas, Suite 301, New York, NY 10036.
INVESTORS AND SECURITY HOLDERS OF QETA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT QETA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QETA, THE COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
QETA, PubCo, Merger Sub 1, Merger Sub 2, the Company, certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of QETA’s common stock in respect of the proposed transaction. Information about QETA’s directors and executive officers and their ownership of QETA’s common stock is set forth in QETA’s initial public offering prospectus dated October 5, 2023 filed with the SEC, as modified or supplemented by any Form 10-K, Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2026, Quetta Acquisition Corporation, a Delaware corporation (“QETA”), Smart Kreate Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), SKG Merger Sub 1 Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of PubCo (“Merger Sub 1”), SKG Merger Sub 2 Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of PubCo (“Merger Sub 2”), and Smart Kreate Group Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), entered into a Business Combination Agreement (the “BCA”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the BCA.
Initial Merger and Acquisition Merger
Pursuant to the BCA, the parties will consummate a business combination transaction (the “Business Combination”) through the following transactions: (i) Quetta Acquisition Corporation (“QETA”) will merge with and into Merger Sub 1 (the “Initial Merger”), with Merger Sub 1 surviving the Initial Merger and becoming a wholly owned subsidiary of PubCo ; and (ii) immediately following the Initial Merger, Merger Sub 2 will merge with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger and becoming a wholly owned subsidiary of PubCo.
Subject to, and in accordance with, the terms and conditions of the BCA, in connection with the Initial Merger, (i) every issued and outstanding share of common stock of QETA will automatically be cancelled in exchange for one PubCo Class A ordinary share and (ii) each issued and outstanding right of QETA will cease to exist and be assumed by PubCo and converted automatically into a right to purchase one PubCo Class A ordinary share on substantially the same terms (the “Rights”).
Subject to, and in accordance with, the terms and conditions of the BCA, in connection with the Acquisition Merger, (i) each issued and outstanding share in the Company (other than any shares of the Company held by certain key shareholders and insiders of the Company) immediately prior to the effective time of the Acquisition Merger will automatically be cancelled in exchange for such number of PubCo Class A ordinary shares that is equal to the Exchange Ratio (as described below and more fully defined in the BCA) and (ii) each issued and outstanding share of the Company held by certain key shareholders and insiders of the Company immediately prior to the effective time of the Acquisition Merger will automatically be cancelled in exchange for such number of PubCo Class B ordinary shares that is equal to the Exchange Ratio.
The “Exchange Ratio” as defined in the BCA is a number determined by dividing the Price per Share by $10. The “Price per Share” as defined in the BCA is calculated by dividing the Company Equity Value by the total number of Company shares outstanding immediately prior to the effective time of the Acquisition Merger, assuming the exercise or conversion of all outstanding options, warrants, convertible notes and other equity securities of the Company (whether or not then vested or exercisable), and excluding any Company shares held by the Company or any of its subsidiaries as treasury shares. The “Company Equity Value” is defined in the BCA as (i) $200,000,000, plus (ii) an amount equal to the aggregate cash proceeds actually received by the Company after the date of the BCA and prior to the closing of the Acquisition Merger from any equity or equity-linked financing transactions.
Representations and Warranties
In the BCA, the Company makes certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the BCA) relating to, among other things: (a) proper corporate organization of the Company and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the BCA and other transaction documents; (c) consents and approvals required in connection with the execution and performance of the BCA; (d) absence of conflicts; (e) capitalization; (f) accuracy of charter documents and corporate records; (g) financial statements; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) intellectual property; (l) compliance with laws; (m) tax matters; (n) employment and labor matters; (o) litigation; and (p) other customary representations and warranties.
In the BCA, QETA makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the BCA and other transaction documents; (c) capitalization; (d) the trust account; (e) SEC filings and financial statements; (f) absence of certain changes or events; (g) compliance with laws; (h) Nasdaq listing matters; (i) litigation; and (j) other customary representations and warranties.
In addition, PubCo, Merger Sub 1 and Merger Sub 2 (collectively, the “Acquisition Entities”) make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the BCA; (c) capitalization and corporate structure; (d) absence of conflicts; and (e) other customary representations and warranties.
Conduct Prior to Closing; Covenants
The parties have made customary covenants in the BCA, including, among other things, covenants with respect to the conduct of the Company and its subsidiaries prior to the closing of the business combination. The parties have also agreed to customary restrictions on the solicitation of alternative acquisition proposals.
The BCA also contains covenants providing for, among other things:
| ● | The parties shall cooperate to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”) in connection with the registration under the Securities Act of the PubCo ordinary shares to be issued in the Mergers, which Registration Statement will also contain a proxy statement/prospectus of QETA; | |
| ● | the parties shall take further actions as may be necessary, proper or advisable to consummate and make effective the Business Combination; | |
| ● | the parties will take certain actions to maintain the listing of PubCo’s securities on Nasdaq following the closing; | |
| ● | the parties will not solicit, initiate, encourage or continue discussions with any third party with respect to any transaction other than the Business Combination; and | |
| ● | QETA will not to change its board recommendation to its stockholders unless response to an intervening event (as described in the BCA). |
Incentive Equity Plan and Employee Share Purchase Program
The BCA provides that, prior to the closing of the Acquisition Merger, PubCo shall approve and adopt an incentive equity plan (the “Incentive Equity Plan”), pursuant to which PubCo may grant equity-based awards to employees, officers, directors and other service providers of PubCo or its subsidiaries. The Incentive Equity Plan will provide for an initial number of PubCo’s ordinary shares reserved for issuance thereunder equal to 15% of PubCo’s fully-diluted outstanding share capital immediately after the closing of the Acquisition Merger. The PubCo Incentive Equity Plan shall not contain any evergreen or other automatic share reserve increase provision.
Pursuant to the BCA, at the election of the Company, PubCo may also approve and adopt an employee share purchase program (the “Employee Share Purchase Program”) prior to the closing of the Acquisition Merger. The PubCo Employee Share Purchase Program may include an evergreen provision providing for an annual increase in the number of PubCo Ordinary Shares reserved for issuance thereunder, subject to any required shareholder approval.
No Survival
The representations and warranties of the parties contained in the BCA terminate as of, and do not survive, the closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the BCA do not survive the closing, except those covenants and agreements to be performed after the closing, which covenants and agreements will survive until fully performed in accordance with their terms.
Conditions to the Consummation of the Transaction
Consummation of the transactions contemplated by the BCA is subject to customary closing conditions, including approval by the shareholders of QETA and the Company. The BCA also contains other conditions, including, among others: (i) the accuracy of representations and warranties to various standards, from no materiality qualifier to a material adverse effect qualifier, (ii) the bringdown to closing of a representation that no material adverse effect has occurred (both for QETA and the Company); (iii) material compliance with pre-closing covenants, (iv) the absence of a legal prohibition on consummating the transactions, and (v) PubCo’s listing application with Nasdaq being approved.
Termination
The BCA may be terminated under customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to: (i) by mutual written consent of QETA and the Company, (ii) by either QETA and the Company if the Business Combination is not consummated by the 270th day after the date of the BCA and the delay in closing beyond such date is not due to the breach of the BCA by the party seeking to terminate, (iii) by either QETA or the Company if there is a final and nonappealable order prohibiting the Business Combination, (iv) by QETA if the representations and warranties of the Company are not true and correct at the standards specified in the BCA or if the Company fails to perform any covenant or agreement set forth in the BCA such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (v) by the Company if the representations and warranties of QETA are not true and correct at the standards specified in the BCA or if QETA fails to perform any covenant or agreement set forth in the BCA such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (vi) by QETA if the Business Combination and other related proposals are not approved by the Company’ shareholders, and (vii) by the Company if the Business Combination and other related proposals are not approved by QETA’s stockholders.
The foregoing description of the BCA and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The BCA contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the BCA. The BCA has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the BCA. In particular, the representations, warranties, covenants and agreements contained in the BCA, which were made only for purposes of the BCA and as of specific dates, were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the BCA instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the BCA. In addition, the representations, warranties, covenants and agreements and other terms of the BCA may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the BCA, which subsequent information may or may not be fully reflected in QETA’s public disclosures.
Shareholder Support Agreement
On or around the date of the BCA , certain shareholders of the Company entered into Shareholder Support Agreements with QETA, the Company and PubCo (the “Shareholder Support Agreement”), pursuant to which each such shareholder of the Company has agreed to, among other things, (i) vote all Company shares held by such shareholder in favor of the transactions contemplated by the BCA and the other transaction documents, (ii) vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions contemplated by the BCA, (iii) not transfer any share of the Company until termination of the Shareholder Support Agreement, and (iv) within certain periods of time from the closing of the Business Combination and subject to certain exceptions, not sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the shares of PubCo issued in connection with the Acquisition Merger or upon settlement of equity awards issued by PubCo.
The foregoing description of the Shareholder Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholder Support Agreements, a form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Registration Rights Agreement
Concurrently with the execution of the Business Combination Agreement, QETA, PubCo, Yocto Investments LLC, the sponsor of SPAC (the “Sponsor”) and certain securityholders of the Company (the “Company Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which , among other things, PubCo agreed to undertake certain resale shelf registration obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Sponsor and the Company Holders have been granted customary demand and piggyback registration rights.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Assignment, Assumption and Amendment Agreement
Concurrently with the execution of the Business Combination Agreement, QETA, PubCo and Continental Stock Transfer & Trust Company, as rights agent, entered into an Assignment, Assumption and Amendment Agreement (the “Assignment Agreement”), pursuant to which, effective upon the closing of the Initial Merger, QETA will assign to PubCo all of its right, title and interest in and to the existing Rights Agreement, dated October 5, 2023, between QETA and the rights agent, and PubCo will assume all of QETA’s obligations thereunder.
The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, QETA, PubCo, the Company, the Sponsor and certain directors and officers of QETA listed thereto entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote all QETA shares held by Sponsor in favor of the transactions contemplated by the BCA and the other transaction documents and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably likely to in any material respect impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer any share of QETA until termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar protection with respect to any shares of QETA, and (v) not elect to have any share of QETA redeemed in connection with the Business Combination. Each of the Sponsor and the directors of QETA has also agreed, within certain periods of time from the closing of the Business Combination and subject to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the PubCo Class A ordinary shares and PubCo Rights (as applicable) acquired in connection with the Initial Merger and PubCo Class A ordinary shares received upon the exercise of any PubCo Rights (as applicable). The Sponsor Support Agreement also provides for certain put and call rights between PubCo and the Sponsor with respect to certain PubCo Class A ordinary shares held by the Sponsor following the closing of the Business Combination, and provides for the allocation and sharing of certain deferred underwriting fees of QETA between the Company and the Sponsor, in each case subject to the terms and conditions set forth therein.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 12, 2026, a press release was issued announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The Exhibits 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of QETA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1* | Business Combination Agreement | |
| 10.1* | Form of Shareholder Support Agreements | |
| 10.2* | Registration Rights Agreement | |
| 10.3 | Assignment, Assumption and Amendment Agreement | |
| 10.4* | Sponsor Support Agreement | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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: March 12, 2026 | ||
| QUETTA ACQUISITION CORPORATION | ||
| By: | /s/ Zihan Chen | |
| Name: | Zihan Chen | |
| Title: | Chief Executive Officer and Director | |
Exhibit 99.1
Smart Kreate Group to List on Nasdaq via Business Combination with Quetta Acquisition Corp.
Hong Kong — March 12, 2026 — Smart Kreate Group (“SKG”, or the “Company”), the pioneer of AI-driven cloud logistics operating system, and Quetta Acquisition Corp. (NASDAQ: QETA), a special purpose acquisition company, today announced the signing of a definitive business combination agreement on March 6, 2026. Upon closing, the combined entity will operate as Smart Kreate Group and is expected to be Nasdaq-listed under a new ticker symbol.
The transaction values the Company at an enterprise value of US$200 million. As an AI-enabled integrated logistics platform, SKG is positioned to bridge the massive intelligence gap in global supply chains, transforming fragmented data into a unified, predictive, and autonomous logistics ecosystem.
A Vision to Synchronize Global Commerce
The global logistics industry is currently undergoing a structural shift from manual execution to AI-led orchestration. SKG’s proprietary Operating System (OS) functions as the “brain” of the supply chain, integrating disparate data points across international borders to provide real-time visibility and, more importantly, predictive decision support.
The Company’s global expansion will be accelerated by one of its strategic shareholders, who is a 3PL logistics market leader in Asia operating a global network and manages a massive infrastructure across various countries.
“Today isn’t just a milestone for SKG; it is a catalyst for the entire logistics sector,” said KK Chiu, CEO of Smart Kreate Group. “We are not just digitizing shipping labels; we are architecting a new world where supply chains are self-healing and data-driven. With the support of strategic investor Oceanus Family Office and partner, KEC, a subsidiary of KLN Logistics Group, this Nasdaq listing provides the capital and platform to scale our AI infrastructure globally, turning the chaos of global trade into a synchronized, intelligent flow.”
Key Transaction Highlights
| ● | AI-Enabled Platform: SKG offers a unique investment vehicle for public market investors seeking exposure to the intersection of Data, AI, and global trade. | |
| ● | Predictive Edge: Unlike legacy systems that report what happened, SKG’s AI-enabled platform tells enterprises what will happen, allowing for proactive disruption management. | |
| ● | Q3 2026 Closing: The transaction is expected to close in the third quarter of 2026, subject to regulatory and shareholder approvals. |
The Intelligence Revolution in Logistics
By combining real-time monitoring with deep-learning forecasting models, SKG enables enterprises to move beyond simple tracking. The platform provides actionable recommendations that optimize logistics flows, reduce carbon footprints through route efficiency, and stabilize supply chain costs in a volatile global economy.
Advisors
Jie (“Janet”) Hu is serving as financial advisor to SKG. Zhong Lun Law Firm LLP and Ogier are serving as legal advisors to SKG. Celine & Partners, PLLC is acting as legal advisor to QETA.
About Smart Kreate Group (SKG)
Smart Kreate Group is a premier cloud logistics technology conglomerate. Through its core subsidiaries—Smart Minds Holdings, and Times Express and H2N— SKG is building the digital backbone of global trade. Its AI-enabled infrastructure connects transportation data across the entire value chain, empowering enterprises with the visibility and intelligence required to navigate modern supply chain complexities.
About Quetta Acquisition Corporation
Quetta Acquisition Corporation (Nasdaq: QETA) is a special purpose acquisition company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Quetta completed its initial public offering in 2023 and was formed to partner with innovative and high-growth companies that can benefit from access to the U.S. public markets.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the future financial or operating performance of Smart Kreate Group (“SKG”), Quetta Acquisition Corp. (“Quetta”), and the proposed business combination between them. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements include, but are not limited to, statements regarding the proposed business combination, the anticipated benefits of the transaction, the expected timing of completion of the transaction, the expected listing of the combined company on Nasdaq, and the future financial performance and growth prospects of the combined company.
These forward-looking statements are based on assumptions and expectations that, while considered reasonable by the parties, are inherently subject to risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all; the risk that the conditions to closing of the proposed transaction may not be satisfied; the outcome of any legal proceedings that may be instituted against the parties following announcement of the proposed transaction; the ability of the combined company to maintain the listing of its securities on Nasdaq; changes in applicable laws or regulations; and other risks and uncertainties described from time to time in Quetta’s filings with the U.S. Securities and Exchange Commission (“SEC”).
Nothing in this press release should be regarded as a representation that any forward-looking statement will be achieved. Forward-looking statements speak only as of the date they are made. Neither SKG nor Quetta undertakes any obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.
Additional Information and Where to Find It
In connection with the proposed business combination, the combined company intends to file relevant materials with the U.S. Securities and Exchange Commission (“SEC”), including a registration statement on Form F-4 that will include a proxy statement/prospectus. Investors and security holders of Quetta are urged to read these materials and any other relevant documents filed with the SEC when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of these documents when they are available through the SEC’s website at www.sec.gov.
Participants in the Solicitation
Quetta, SKG, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Quetta’s shareholders in connection with the proposed business combination. Information about Quetta’s directors and executive officers and their ownership of Quetta’s securities is set forth in Quetta’s filings with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus relating to the proposed transaction when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For further queries please contact:
SKG:
HA Kelly
Kelly.ha@smartkreategroup.com
Stimulus Investor Relations
Casey TANG / Joyce CHAU
pr@stimulus-ir.com
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