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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
February 13, 2026 (February 11, 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
Avenue of the Americas, Suite 301
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 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 |
| Common
Stock |
|
QETA |
|
The Nasdaq Stock
Market LLC |
| Rights |
|
QETAR |
|
The Nasdaq Stock
Market LLC |
| Units |
|
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 (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.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On February 11, 2026, Mr. Hui
Chen resigned as Chief Executive Officer and as a member of the Board of Directors of Quetta Acquisition Corporation (the “Company”),
effective February 11, 2026. Mr. Chen’s resignation was not due to any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices.
On February 11, 2026, the Board
of Directors of the Company appointed Mr. Zihan Chen, age 34, as Chief Executive Officer and as a member of the Board of Directors of
the Company, effective February 11, 2026.
Mr. Chen holds a bachelor’s
degree from Xiamen University of Technology.
There are no family relationships
between Mr. Zihan Chen and any director or executive officer of the Company, and there are no transactions requiring disclosure under
Item 404(a) of Regulation S-K between Mr. Zihan Chen and the Company.
In connection with Mr. Chen’s appointment,
the Company entered into an employment agreement (or offer letter) with him on February 11, 2026, pursuant to which he is entitled
to a base salary of $2,000 per month.
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:
February 13, 2026 |
|
| |
|
| QUETTA
ACQUISITION CORPORATION |
|
| |
|
| By: |
/s/
Zihan Chen |
|
| Name: |
Zihan
Chen |
|
| Title: |
Chief
Executive Officer |
|