How is the KM Quad release related to Quetta Acquisition’s earlier Termination Agreement?

The Release and Discharge of Promissory Notes was entered into in connection with and as a supplement to a Termination Agreement dated January 15, 2026. Together, these agreements formalize ending the prior financing relationship tied to the canceled promissory notes.

Quetta Acquisition cancels $1.04M KM Quad debt

Q: What did Quetta Acquisition (QETA) announce regarding its promissory notes to KM Quad?

Quetta Acquisition executed a Release and Discharge of Promissory Notes with KM Quad on April 30, 2026. KM Quad canceled promissory notes with $1,040,000 aggregate principal, confirming no principal, interest, fees, or other amounts remain payable by the company under those notes.

Q: Does Quetta Acquisition (QETA) still owe any amounts to KM Quad under the released notes?

According to the Release, KM Quad irrevocably and unconditionally released Quetta Acquisition from all obligations under the covered promissory notes. The disclosure states that no principal, interest, fees or other amounts remain due, leaving no outstanding obligations under those specific notes.

Quetta Acquisition Corporation entered into a Release and Discharge of Promissory Notes with KM Quad on April 30, 2026, canceling an aggregate principal amount of $1,040,000 owed under prior promissory notes.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Quetta Acquisition Corporation entered into a Release and Discharge of Promissory Notes with KM Quad on April 30, 2026, canceling an aggregate principal amount of $1,040,000 owed under prior promissory notes. KM Quad confirmed that no principal, interest, fees or other amounts remain payable.

The Release supplements a Termination Agreement between the parties dated January 15, 2026, and leaves Quetta Acquisition with no remaining obligations under the canceled notes.

Insights

Quetta Acquisition eliminates $1.04M of note obligations to KM Quad.

Quetta Acquisition Corporation and KM Quad executed a Release and Discharge of Promissory Notes on April 30, 2026. KM Quad irrevocably canceled promissory notes with an aggregate principal of $1,040,000, stating that no principal, interest, fees or other amounts remain due.

This reduces Quetta’s outstanding obligations to this lender and follows a prior Termination Agreement dated January 15, 2026. The filing indicates these specific notes are fully extinguished; any broader balance sheet impact would depend on the company’s overall scale as detailed in other reports.

8-K Event Classification

2 items: 1.02, 8.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Canceled promissory notes principal: $1,040,000 Release agreement date: April 30, 2026 Related Termination Agreement date: January 15, 2026 +1 more

4 metrics

Canceled promissory notes principal $1,040,000 Aggregate principal amount discharged under Release and Discharge of Promissory Notes

Release agreement date April 30, 2026 Date Quetta Acquisition and KM Quad executed the Release and Discharge of Promissory Notes

Related Termination Agreement date January 15, 2026 Date of prior Termination Agreement the Release supplements

CEO signature date May 7, 2026 Date the report was signed by Chief Executive Officer Zihan Chen

Key Terms

Release and Discharge of Promissory Notes, promissory notes, aggregate principal amount, Termination Agreement, +1 more

5 terms

Release and Discharge of Promissory Notes financial

"entered into that certain Release and Discharge of Promissory Notes (the “Release”) with KM Quad"

promissory notes financial

"obligations arising under the following promissory notes previously issued by the Company"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

aggregate principal amount financial

"The aggregate principal amount of the discharged promissory notes was $1,040,000."

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Termination Agreement financial

"The Release was entered into in connection with, and as a supplement to, the Termination Agreement previously entered into"

A termination agreement is a written contract that formally ends a prior agreement between two or more parties and sets the terms for how obligations, payments, and rights are resolved when that relationship stops. It matters to investors because it can change a company’s future cash flows, liabilities, legal exposure and access to assets or services—like the paperwork you sign when you break a lease that also settles who pays what and who keeps what.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did Quetta Acquisition (QETA) announce regarding its promissory notes to KM Quad?

Quetta Acquisition executed a Release and Discharge of Promissory Notes with KM Quad on April 30, 2026. KM Quad canceled promissory notes with $1,040,000 aggregate principal, confirming no principal, interest, fees, or other amounts remain payable by the company under those notes.

How much debt was canceled for Quetta Acquisition (QETA) under the KM Quad release?

The Release and Discharge covers promissory notes with an aggregate principal of $1,040,000. KM Quad confirmed that no amounts of principal, interest, fees, or other obligations remain due, fully eliminating Quetta Acquisition’s responsibilities under the specified notes to this counterparty.

Does Quetta Acquisition (QETA) still owe any amounts to KM Quad under the released notes?

According to the Release, KM Quad irrevocably and unconditionally released Quetta Acquisition from all obligations under the covered promissory notes. The disclosure states that no principal, interest, fees or other amounts remain due, leaving no outstanding obligations under those specific notes.

What document contains the full details of Quetta Acquisition’s KM Quad note release?

The filing states that the brief description of the Release is qualified in its entirety by the full text of the agreement. That full Release and Discharge of Promissory Notes is filed as Exhibit 10.1 and incorporated by reference into the disclosure.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:38 PM

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): April 30, 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 1.02

Termination of a Material Definitive Agreement.

On April 30, 2026, Quetta Acquisition Corporation (the “Company”) entered into that certain Release and Discharge of Promissory Notes (the “Release”) with KM Quad, a Cayman Islands exempted company (“KM Quad”).

Pursuant to the Release, KM Quad irrevocably and unconditionally released, canceled and discharged the Company from any and all obligations arising under the following promissory notes previously issued by the Company to KM Quad:

●

A promissory note dated November 4, 2024 in the principal amount of $500,000;

●

A promissory note dated February 14, 2025 in the principal amount of $250,000; and

●

A promissory note dated April 20, 2025 in the principal amount of $290,000.

The aggregate principal amount of the discharged promissory notes was $1,040,000. Under the Release, KM Quad confirmed that no amounts remain due or payable under the promissory notes, including any principal, interest, fees or other amounts.

The Release was entered into in connection with, and as a supplement to, the Termination Agreement previously entered into by the parties on January 15, 2026.

The foregoing description of the Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01

Other Events.

As a result of the Release described above, the Company no longer has any obligations outstanding under the promissory notes previously issued to KM Quad.

Exhibit No.		Description
10.1		Release and Discharge of Promissory Notes, dated April 30, 2026, by and between Quetta Acquisition Corporation and KM Quad.
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:	May 7, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 11.6 KB

Quetta Acquisition cancels $1.04M KM Quad debt

Rhea-AI Filing Summary

Positive

Negative