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 |
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For
Period Ended: December 31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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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.)
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(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). |
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☒
Yes ☐ No |
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| (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? |
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☐
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.
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 |
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Name: |
Zihan
Chen |
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Title: |
Chief
Executive Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).
