Quetta Acquisition faces Nasdaq suspension October 14

Q: Why is QETA being delisted from Nasdaq?

Nasdaq determined that QETA failed to meet the 36-month business-combination requirement because it had not completed its initial business combination by October 5, 2026. The company’s registration statement became effective on October 5, 2023.

Trading in QETA’s common stock, rights and units is scheduled to be suspended at the opening of business on October 14, 2026.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Quetta Acquisition Corp (QETA) received Nasdaq’s determination to delist its common stock, rights and units after it did not complete a business combination within the required 36 months. Its registration statement became effective on October 5, 2023, and the deadline passed on October 5, 2026. The company does not intend to appeal.

Nasdaq trading in QETA, QETAR and QETAU is scheduled to be suspended at the opening of business on October 14, 2026, and Nasdaq will file a Form 25-NSE to remove the securities from its listing and registration. The company expects the securities to be quoted on the Pink Limited Market under the same symbols, but there is no guarantee that a broker will make a market or that trading will continue. Quetta still intends to complete its previously announced business combination with Smart Kreate Group Limited and list securities on Nasdaq or another national securities exchange as soon as practicable; there is no assurance the combination or listing will occur.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq suspension is scheduled for October 14, 2026.

Insights

Analyzing...

8-K Event Classification

2 items: 3.01, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Business-combination period: 36 months Registration statement effective date: October 5, 2023 Business-combination deadline: October 5, 2026 +1 more

4 metrics

Business-combination period 36 months Nasdaq requirement measured from effectiveness of the IPO registration statement

Registration statement effective date October 5, 2023 Effective date stated by the company

Business-combination deadline October 5, 2026 Date by which the company had not completed its initial business combination

Nasdaq trading suspension October 14, 2026 Suspension scheduled for the opening of business

Key Terms

Nasdaq Listing Rule IM-5101-2, Form 25-NSE, Pink Limited Market, initial business combination

4 terms

Nasdaq Listing Rule IM-5101-2 regulatory

"pursuant to Nasdaq Listing Rule IM-5101-2"

Form 25-NSE regulatory

"will file a Form 25-NSE with the U.S. Securities and Exchange Commission"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

Pink Limited Market market

"quoted on the Pink Limited Market"

A pink limited market is a segment of the stock market where shares of smaller or newer companies are traded, often with fewer regulations and less oversight than larger markets. It matters to investors because these markets can offer opportunities for growth but also carry higher risks due to less transparency and stability, similar to a marketplace where products are less tested and might be more uncertain.

initial business combination financial

"complete its initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

FAQ

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

Why is QETA being delisted from Nasdaq?

Nasdaq determined that QETA failed to meet the 36-month business-combination requirement because it had not completed its initial business combination by October 5, 2026. The company’s registration statement became effective on October 5, 2023.

When will QETA stop trading on Nasdaq?

Trading in QETA’s common stock, rights and units is scheduled to be suspended at the opening of business on October 14, 2026. The symbols are QETA, QETAR and QETAU, respectively.

Where does Quetta Acquisition Corp expect its securities to trade after Nasdaq delisting?

Quetta expects its common stock, rights and units to be quoted on the Pink Limited Market under the same symbols. The company says there is no guarantee a broker will continue to make a market or that trading will continue there or elsewhere.

Does Quetta still plan to complete its business combination?

Quetta says it still intends to complete its previously announced business combination with Smart Kreate Group Limited and list its securities on Nasdaq or another national securities exchange as soon as practicable. The company states that there is no assurance the combination or listing will be successful.

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

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Available on EDGAR 10/13/2026 - 06:01 AM EDT Accepted by SEC EDGAR 10/09/2026 - 08:37 PM EDT

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): October 7, 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 349

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	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 (§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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 7, 2026, Quetta Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of Nasdaq’s determination to delist the Company’s common stock, rights and units from Nasdaq.

The Notice stated that, pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company’s registration statement became effective on October 5, 2023, and the Company did not complete its initial business combination by October 5, 2026. Accordingly, Nasdaq determined that the Company failed to comply with Nasdaq Listing Rule IM-5101-2.

The Notice further stated that trading in the Company’s common stock, rights and units, which trade under the symbols “QETA,” “QETAR” and “QETAU,” respectively, will be suspended at the opening of business on October 14, 2026 and Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.

The Company does not intend to appeal Nasdaq’s determination.

After delisting from Nasdaq, the Company expects that its common stock, rights and units will be quoted on the Pink Limited Market operated on The OTC Market systems (“OTC Market”) under the same symbols. There is no guarantee, however, that a broker will continue to make a market in the Company’s securities or that trading thereof will continue on the OTC Market or otherwise.

Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete its previously announced business combination (the “Transaction” or the “Business Combination”), with Smart Kreate Group Limited, as well as the listing of its securities on Nasdaq or another national securities exchange in connection therewith as soon as practicable. However, there can be no assurance that an initial business combination will ultimately be successful or that the Company’s securities will ultimately be listed on Nasdaq in connection therewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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/ Zihan Chen
Name:	Zihan Chen
Title:	Chief Executive Officer

Date:	October 9, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents