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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 9, 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
5.07 Submission of a Matter to a Vote of Security Holders
On
October 9, 2026, Quetta Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special
Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Special Meeting was September 22, 2026.
As of the record date, there were 3,747,748 shares of common stock issued and outstanding and entitled to vote. A total of 3,012,740
shares, representing approximately 80.39% of the outstanding shares entitled to vote, constituting a quorum, were present by virtual
attendance or represented by proxy.
At
the Special Meeting, one proposal was submitted to the Company’s stockholders, which is described in more detail in the Company’s
definitive proxy statement. The final results were as follows:
Proposal
1 – Extension Amendment
The
Company’s stockholders approved an amendment to the Company’s third amended and restated certificate of incorporation to
extend the deadline by which the Company must consummate an initial business combination from October 10, 2026 to October 10, 2027, or
such earlier date as the Board of Directors may determine, through up to twelve successive one-month extensions, subject to the deposit
of $5,000 into the Company’s trust account for each such extension.
| For |
|
Against |
|
Abstain |
| 2,486,760 |
|
525,980 |
|
0 |
The
Proposal was approved. The Company intends to file an amendment to its third amended and restated certificate of Incorporation with the
Secretary of State of Delaware.
In
connection with the Special Meeting, holders of 1,550,843 shares of common stock properly exercised their right to redeem such shares
at a redemption price of approximately $11.89 per share for an aggregate redemption amount of approximately
$18.4 million. Following the redemptions, there are 149,860 shares of common stock
currently issued and outstanding.
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 |
|