Quetta Acquisition Corporation (NASDAQ: QETA) files Form 12b-25 for late 10-K

Rhea-AI Filing Summary

Quetta Acquisition Corporation (QETA) submitted a Form 12b-25 notification stating it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The registrant attributes the delay to completing the Annual Report's financial statements and says it was unable to eliminate the reasons without unreasonable effort or expense. The company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed due date and the notification is signed by CEO Zihan Chen.

Key Figures

Fiscal year end: December 31, 2025 Original filing date for smaller reporting companies: March 31, 2026 Extension cure period: fifteenth calendar day following the prescribed due date +2 more

5 metrics

Fiscal year end December 31, 2025 Annual Report on Form 10-K period end

Original filing date for smaller reporting companies March 31, 2026 prescribed filing date referenced in the notice

Extension cure period fifteenth calendar day following the prescribed due date expected latest filing date under Rule 12b-25

Contact telephone (212) 612-1400 contact listed on the Form 12b-25

Registrant Quetta Acquisition Corporation named registrant on the Form 12b-25

Key Terms

Rule 12b-25, Annual Report on Form 10-K, smaller reporting company

3 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

smaller reporting company regulatory

"the filing date applicable to smaller reporting companies"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended: December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Quetta Acquisition Corporation

Full name of registrant:

N/A

Former name if applicable:

1185 Avenue of the Americas, Suite 353

Address of principal executive office (Street and number):

New York, NY 10036

City, state and zip code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Quetta Acquisition Corporation (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) by March 31, 2026 , the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Zihan Chen		+1		(212) 612-1400
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Quetta Acquisition Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By	/s/ Zihan Chen
	Name:	Zihan Chen
	Title:	Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

3

FAQ

Why did Quetta Acquisition Corporation (QETA) file a Form 12b-25?

Quetta filed Form 12b-25 because it could not complete the financial statements for its Annual Report on Form 10-K. The notification states the delay was due to completing those financial statements and that eliminating the reasons would require unreasonable effort or expense.

What period does the late Form 10-K cover for QETA?

The late filing covers the fiscal year ended December 31, 2025. The Form 12b-25 explicitly ties the notification to the Annual Report for that fiscal year and to the smaller reporting company filing schedule.

When does QETA expect to file the delayed Annual Report?

The company states it anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date. The notification cites that timeline as the expected cure for the late filing under Rule 12b-25.

Who signed the late-filing notice for QETA?

The notice was signed by Zihan Chen, Chief Executive Officer. The Form 12b-25 includes the CEO's signature and a contact telephone number listed in the filing.

Does the Form 12b-25 indicate any other missing periodic reports?

The filing answers 'Yes' to whether all other periodic reports in the prior 12 months have been filed. It does not identify any other missing periodic reports in the provided excerpt.