Quetta Acquisition Corporation filings document a blank-check issuer’s security structure, governance, capital structure, and material-event disclosures. The company’s SEC records describe registered share securities, rights, and units, along with shareholder-vote matters and SPAC-related agreement activity.
Recent Form 8-K filings cover material agreements, termination of a merger agreement, release of promissory-note obligations, executive and board changes, and Nasdaq continued-listing notices. The NT 10-K records a delayed annual-report filing, while risk and forward-looking disclosures address SPAC capital structure and regulatory compliance.
Quetta Acquisition Corporation reports that Nasdaq staff has determined to delist its securities after the company failed to regain compliance with Nasdaq’s minimum Market Value of Listed Securities requirement and a separate rule requiring at least 400 total holders. The company has requested a hearing before a Nasdaq Hearings Panel.
On April 20, 2026, Nasdaq added that Quetta’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2025 is an additional basis for delisting. Quetta plans to address all issues at a May 14, 2026 hearing and intends to file the Form 10-K as soon as practicable, but there is no assurance of continued listing.
Quetta Acquisition Corporation received Nasdaq notice of delisting after failing to meet the $50,000,000 minimum Market Value of Listed Securities requirement. Nasdaq determined to delist on April 6, 2026
The Company previously had a 180-calendar-day compliance period that expired March 2, 2026. An attempted transfer to the Nasdaq Capital Market on February 23, 2026 failed because the Company did not meet the minimum requirement of 300 public holders. Nasdaq also found the Company does not satisfy the continued listing requirement of at least 400 total holders, a separate basis for delisting. The Company intends to request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which will stay the suspension of the Company’s securities pending the Panel’s decision.
Quetta Acquisition Corporation received a written notice from Nasdaq on April 6, 2026 that Nasdaq staff has determined to delist its securities. The company failed to regain the required $50,000,000 Market Value of Listed Securities and also lacks at least 400 total holders.
Quetta had previously been given a 180-day compliance period ending March 2, 2026 and unsuccessfully applied to move its listing to the Nasdaq Capital Market because it did not have 300 public holders. The company plans to request a hearing by April 13, 2026, which will stay any suspension while a Nasdaq Hearings Panel reviews its case.
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.
Quetta Acquisition Corporation entered into a Business Combination Agreement to merge with Smart Kreate Group via a new Cayman holding company, PubCo. The deal values Smart Kreate Group at a Company Equity Value of US$200,000,000, plus any additional equity or equity‑linked financing raised before closing.
The transaction uses a two-step structure: QETA will merge into a PubCo subsidiary, then another PubCo subsidiary will merge with Smart Kreate Group, which will become a wholly owned PubCo subsidiary. QETA shareholders will receive PubCo Class A ordinary shares and rights; Company shareholders will receive PubCo Class A or Class B shares based on an exchange ratio tied to the US$200,000,000 valuation.
PubCo will adopt an incentive equity plan reserving shares equal to 15% of its fully diluted share capital after closing and may implement an employee share purchase program. Shareholder and sponsor support agreements, registration rights, and an assignment of QETA’s rights agreement have been signed. The parties expect the transaction to close in the third quarter of 2026, subject to shareholder approvals, regulatory clearances and Nasdaq listing conditions.
Quetta Acquisition Corporation reports a leadership change, with Hui Chen resigning as Chief Executive Officer and as a director effective February 11, 2026. The company states his resignation was not due to any disagreement over operations, policies, or practices.
The Board appointed Zihan Chen, age 34, as the new Chief Executive Officer and director on the same date. He holds a bachelor’s degree from Xiamen University of Technology, has no disclosed family relationships with current directors or officers, and has no related-party transactions requiring disclosure. Under his employment agreement, he will receive a base salary of $2,000 per month.
Quetta Acquisition Corporation disclosed that it has entered into a Termination Agreement with QUAD, Quad Global Inc., and Quad Group Inc. to end their previously signed Agreement and Plan of Merger dated February 14, 2025. The parties mutually agreed to terminate the merger and grant one another mutual releases of claims related to that agreement, subject to the Termination Agreement’s terms and conditions. The termination is effective as of January 15, 2026 and is expressly stated not to constitute an admission of fault or liability by any party.
Quetta Acquisition Corporation (QETA) filed its Q3 2025 10‑Q, reporting a small quarterly net loss of $34,853 and a nine‑month net loss of $836,474, driven by operating costs partly offset by interest from the trust.
The SPAC’s trust assets declined to $18,933,453 as of September 30, 2025, after $55,152,224 of stockholder redemptions in January (5,199,297 shares at about $10.61 each). Cash outside the trust fell to $9,068, and the company reported a working capital deficit of $2,386,646, a deferred underwriting fee of $2,415,000, and promissory notes outstanding of $1,040,000 (KM QUAD) and $100,000 (Sponsor). The company also recorded a $551,522 excise tax liability related to redemptions.
Quetta signed a Merger Agreement on February 14, 2025 with KM QUAD, valuing consideration at $300 million payable in newly issued shares at $10.00 per share, subject to approvals and customary conditions. To maintain its timeline, Quetta deposited $60,000 monthly into the trust through November and again on October 8 and November 7. Management disclosed substantial doubt about the company’s ability to continue as a going concern absent a timely business combination.