Quetta Acquisition faces Nasdaq delisting notice

Quetta Acquisition Corporation received multiple Nasdaq notices alleging failure to meet continued listing standards, including the minimum Market Value of Listed Securities requirement and the rule requiring at least 400 total holders.

Rhea-AI Filing Summary

Quetta Acquisition Corporation received multiple Nasdaq notices alleging failure to meet continued listing standards, including the minimum Market Value of Listed Securities requirement and the rule requiring at least 400 total holders. The company has requested a hearing and notified the Nasdaq Hearings Panel it will address the additional notice that cites a missing Annual Report for the fiscal year ended December 31, 2025. The Hearings Panel must be notified by April 27, 2026 to seek a stay; a hearing is scheduled for May 14, 2026. The company intends to file its Form 10-K as soon as practicable, but outcome and continued listing are uncertain.

Insights

Corporate Governance Specialist

Nasdaq has moved to delist the company for MVLS, insufficient holders and a missing 10-K; Quetta has requested a hearing.

The notice cites three independent delisting bases: failure to meet the Market Value of Listed Securities requirement, fewer than 400 total holders under Nasdaq Listing Rule 5450(a)(2), and failure to file the Annual Report for the fiscal year ended December 31, 2025. The company has requested a hearing and notified the Hearings Panel it will appear, a prerequisite to seeking a stay of trading suspension.

Key dependencies are the timing and acceptance of the Form 10-K filing and the Hearings Panel's discretionary decisions. Future SEC filings and the May 14, 2026 hearing decision will clarify the listing outcome.

Market Structure Analyst

The filing signals immediate listing risk that could interrupt trading pending the Hearings Panel decision.

The Staff's April 6 and April 20, 2026 notices establish procedural grounds for delisting and a path to request a stay by notifying the Panel by April 27, 2026. A successful stay requires the Panel's grant; otherwise trading suspension may follow pending the Panel's ruling.

Cash-flow or market-value remediation actions are not described; subsequent filings should state whether the company meets MVLS or obtains transfer approval to The Nasdaq Capital Market.

Key Figures

Minimum holders requirement: 400 total holders Initial Nasdaq notice date: April 6, 2026 Additional Nasdaq notice date: April 20, 2026 +3 more

6 metrics

Minimum holders requirement 400 total holders Nasdaq Listing Rule 5450(a)(2)

Initial Nasdaq notice date April 6, 2026 Staff determination to delist due to MVLS noncompliance

Additional Nasdaq notice date April 20, 2026 Notice citing missing Annual Report for fiscal year ended December 31, 2025

Panel notification deadline April 27, 2026 Deadline to notify Hearings Panel to seek a stay of trading suspension

Scheduled hearing May 14, 2026 Nasdaq Hearings Panel date

Fiscal year referenced December 31, 2025 Annual Report on Form 10-K not yet filed

Key Terms

Market Value of Listed Securities (MVLS), Nasdaq Listing Rule 5450(a)(2), Nasdaq Hearings Panel, Listing Qualifications Department

4 terms

Market Value of Listed Securities (MVLS) regulatory

"failure to regain compliance with the minimum Market Value of Listed Securities"

Market value of listed securities (MVLS) is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use MVLS as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Listing Rule 5450(a)(2) regulatory

"does not satisfy the continued listing requirement of at least 400 total holders under Nasdaq Listing Rule 5450(a)(2)"

Nasdaq Hearings Panel regulatory

"requested a hearing before a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

Listing Qualifications Department regulatory

"received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

FAQ

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

What did Quetta Acquisition (QETAR) disclose about Nasdaq delisting?

Quetta disclosed written Nasdaq notices citing failure to meet MVLS and fewer than 400 total holders. The company also received notice tied to a missing Annual Report for the fiscal year ended December 31, 2025, and has requested a hearing.

What deadlines did Quetta (QETAR) receive from Nasdaq?

Nasdaq told the company it must notify the Hearings Panel by April 27, 2026 to address the additional filing basis at the scheduled hearing. The hearing is set for May 14, 2026, per the filing.

Will Quetta (QETAR) file its missing Form 10-K?

The company stated it intends to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as soon as practicable. The filing did not provide a specific filing date.

What actions has Quetta (QETAR) taken following Nasdaq's notices?

Quetta requested a hearing before a Nasdaq Hearings Panel and notified the Panel on April 21, 2026 that it intends to address the additional notice at the hearing scheduled for May 14, 2026.

What are the bases for Nasdaq's delisting determination for QETAR?

Nasdaq cited the company's failure to meet the minimum Market Value of Listed Securities requirement, failure to meet the 400 total holders threshold under Nasdaq Listing Rule 5450(a)(2), and failure to file its Annual Report for the fiscal year ended December 31, 2025.

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

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Accepted by SEC EDGAR 04/21/2026 - 05:06 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 20, 2026

Date of Report (Date of earliest event reported)

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)		(I.R.S. Employer Identification No.)

1185 6th Avenue, Suite 304 New York, NY 10036		10036
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1(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 of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

IMPORTANT NOTICES

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about Quetta Acquisition Corporation’s (the “Company”) ability to regain compliance with Nasdaq’s continued listing standards, the Company’s intentions to monitor its market value of listed securities, potential actions to regain compliance, and the possible outcomes with respect to Nasdaq’s continued listing determination, are forward-looking statements. Words such as “expect,” “believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements.

These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, known and unknown, that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to: (i) the Company’s ability to regain compliance with Nasdaq’s continued listing requirements within the applicable compliance period; (ii) the potential delisting of the Company’s securities from Nasdaq; (iii) the Company’s ability to obtain approval for or complete a transfer of its securities to The Nasdaq Capital Market; (iv) the Company’s ability to execute its business strategy; and (v) other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those indicated by the forward-looking statements. The Company cautions you not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any such statements, except as required by law.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Quetta Acquisition Corporation (the “Company”), as previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 10, 2026, received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on April 6, 2026 stating that the Staff had determined to delist the Company’s securities due to the Company’s failure to regain compliance with the minimum Market Value of Listed Securities (“MVLS”) requirement. In addition, the Company does not satisfy the continued listing requirement of at least 400 total holders under Nasdaq Listing Rule 5450(a)(2), which constitutes a separate and independent basis for delisting. The Company has requested a hearing before a Nasdaq Hearings Panel.

On April 20, 2026, the Company received an additional written notice from Nasdaq stating that, because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

Nasdaq further informed the Company that the Company must notify the Hearings Panel by April 27, 2026 that it intends to address this matter at its previously scheduled hearing on May 14, 2026 in order to obtain a stay of the suspension of trading of the Company’s securities pending the Panel’s decision.

On April 21, 2026, the Company notified the Hearings Panel that it intends to address this matter at the hearing.

The Company intends to file its Annual Report on Form 10-K as soon as practicable. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or any stay, or that the Company will regain compliance with all applicable listing standards.

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.

Dated: April 21, 2026
QUETTA ACQUISITION CORPORATION
By:	/s/ Zihan Chen
Name:	Zihan Chen
Title:	Chief Executive Officer and Director