Quetta warned on Nasdaq market value compliance

Quetta Acquisition Corporation reported that Nasdaq notified the company it no longer meets the minimum Market Value of Publicly Held Shares requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C).

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Quetta Acquisition Corporation reported that Nasdaq notified the company it no longer meets the minimum Market Value of Publicly Held Shares requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C). This determination was based on the company’s market value over the 30 consecutive business days from March 18, 2026 through April 29, 2026.

The company has 180 calendar days, until October 27, 2026, to regain compliance. If its market value of publicly held shares reaches at least $15,000,000 for a minimum of ten consecutive business days during this period, Nasdaq may confirm compliance. The notice does not immediately affect the listing or trading of Quetta’s securities, but the company cautions there is no assurance it will successfully regain or maintain compliance.

Positive

None.

Negative

Nasdaq listing compliance risk: Quetta Acquisition Corporation received notice that its Market Value of Publicly Held Shares has been below Nasdaq’s $15,000,000 minimum, creating a defined 180-day window to regain compliance and raising the possibility of future delisting if market value does not recover.

Insights

Nasdaq noncompliance notice introduces listing risk for Quetta.

Quetta Acquisition Corporation has fallen below Nasdaq’s minimum Market Value of Publicly Held Shares, which must be at least $15,000,000 under Listing Rule 5450(b)(2)(C). Nasdaq assessed this over the 30 business days from March 18, 2026 to April 29, 2026.

Under Listing Rule 5810(c)(3)(D), Quetta now has 180 calendar days, until October 27, 2026, to cure the deficiency. Regaining compliance requires its market value of publicly held shares to meet or exceed $15,000,000 for at least ten consecutive business days within that window, subject to Nasdaq’s discretion.

The notice does not immediately change trading status, but it signals elevated risk around the company’s continued Nasdaq listing if market value does not improve. The company states it will monitor its market value and may consider options to regain compliance, while acknowledging there is no assurance it will succeed.

8-K Event Classification

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

1 item

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

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

MVPHS minimum: $15,000,000 Deficiency measurement window: 30 business days Compliance period length: 180 calendar days +2 more

5 metrics

MVPHS minimum $15,000,000 Nasdaq Listing Rule 5450(b)(2)(C) requirement

Deficiency measurement window 30 business days From March 18, 2026 through April 29, 2026

Compliance period length 180 calendar days Granted under Nasdaq Listing Rule 5810(c)(3)(D)

Compliance deadline October 27, 2026 Last day of Nasdaq cure period

Notice date April 30, 2026 Date Nasdaq staff notified Quetta of noncompliance

Key Terms

Market Value of Publicly Held Shares, Nasdaq Listing Rule 5450(b)(2)(C), continued listing standards, Emerging growth company, +1 more

5 terms

Market Value of Publicly Held Shares financial

"no longer complies with the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Nasdaq Listing Rule 5450(b)(2)(C) regulatory

"requirement under Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum MVPHS of $15,000,000"

continued listing standards regulatory

"ability to regain compliance with Nasdaq’s continued listing standards"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market regulatory

"complete a transfer of its securities to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

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

Why did Quetta Acquisition Corporation (QETA) receive a Nasdaq noncompliance notice?

Quetta received the notice because its Market Value of Publicly Held Shares was below Nasdaq’s required $15,000,000 minimum. Nasdaq calculated this deficiency over the 30 consecutive business days from March 18, 2026 through April 29, 2026, triggering a formal compliance period.

What is the Nasdaq Market Value of Publicly Held Shares requirement for QETA?

Nasdaq Listing Rule 5450(b)(2)(C) requires Quetta’s Market Value of Publicly Held Shares to be at least $15,000,000. Falling below this threshold over a sustained period places the company out of compliance and subjects it to a defined cure period to restore eligibility.

How long does Quetta Acquisition Corporation have to regain Nasdaq compliance?

Quetta has 180 calendar days, until October 27, 2026, to regain compliance. During this period, if its Market Value of Publicly Held Shares meets or exceeds $15,000,000 for at least ten consecutive business days, Nasdaq may confirm that the company is back in good standing.

Does the Nasdaq noncompliance notice immediately affect trading in QETA securities?

The notice has no immediate effect on the listing or trading of Quetta’s securities. Shares continue to trade on Nasdaq while the company works within the 180-day compliance period, although the filing highlights the possibility of future delisting if compliance is not restored.

What actions might Quetta Acquisition Corporation take to address the Nasdaq deficiency?

Quetta states it intends to actively monitor its Market Value of Publicly Held Shares and may consider available options to regain compliance. However, the company also warns there is no assurance it will meet the $15,000,000 threshold within the compliance period or maintain compliance thereafter.

What happens if Quetta fails to meet the Nasdaq Market Value requirement by October 27, 2026?

If Quetta does not regain compliance by October 27, 2026, Nasdaq could move toward delisting its securities. The filing emphasizes this risk while noting that specific outcomes would depend on Nasdaq’s determination and any additional steps the company might pursue, such as potential market transfers.

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

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Accepted by SEC EDGAR 05/01/2026 - 03:01 PM

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 30, 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.

On April 30, 2026 Quetta Acquisition Corporation (the “Company”), received written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement under Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum MVPHS of $15,000,000. The Notice was based on the Company’s MVPHS for the 30 consecutive business day period from March 18, 2026 through April 29, 2026.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days, or until October 27, 2026, to regain compliance. If at any time during the compliance period the Company’s MVPHS equals or exceeds $15,000,000 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance, subject to Nasdaq’s discretion to require a longer period.

The Notice has no immediate effect on the listing or trading of the Company’s securities. The Company intends to actively monitor its MVPHS and may consider available options to regain compliance; however, there can be no assurance that the Company will be able to regain compliance within the applicable compliance period or otherwise maintain compliance with Nasdaq’s continued listing requirements.

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: May 1, 2026

QUETTA ACQUISITION CORPORATION

By:	/s/ Zihan Chen
Name:	Zihan Chen
Title:	Chief Executive Officer and Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Quetta warned on Nasdaq market value compliance