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  4. [8-K] Quetta Acquisition Corp Reports Material Event

Quetta Acquisition (NASDAQ: QETA) faces Nasdaq delisting risk after multiple compliance failures

Filing Impact
(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Heightened delisting risk: Nasdaq staff has determined to delist Quetta’s securities based on failure to meet minimum Market Value of Listed Securities and the separate requirement for at least 400 total holders, with an additional basis tied to the overdue 2025 Form 10-K.

Insights

Nasdaq delisting risk increases as Quetta faces multiple compliance failures.

Quetta Acquisition Corporation now faces three separate Nasdaq issues: lack of compliance with minimum Market Value of Listed Securities, fewer than 400 total holders under Nasdaq Listing Rule 5450(a)(2), and a late Form 10-K for the year ended December 31, 2025.

The company has requested a hearing before a Nasdaq Hearings Panel and will address the late 10-K at the May 14, 2026 hearing after notifying the Panel on April 21, 2026. The company intends to file its Form 10-K as soon as practicable, but explicitly notes there is no assurance the Panel will grant a stay or continued listing.

These developments highlight heightened listing risk for Quetta’s securities. The outcome depends on the Panel’s decision following the May 14, 2026 hearing and the company’s ability to remedy all cited deficiencies, including filing the overdue Form 10-K.

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 or transferred its listing to a different exchange.
Minimum holders requirement 400 total holders Threshold under Nasdaq Listing Rule 5450(a)(2)
Nasdaq delisting notice date (MVLS and holders) April 6, 2026 Date Staff determined to delist for MVLS and 400-holder shortfall
Additional delisting basis notice April 20, 2026 Nasdaq notice citing late Form 10-K as added basis
Panel notification deadline April 27, 2026 Deadline to inform Panel of intent to address late 10-K
Company notification to Panel April 21, 2026 Date Quetta notified Panel it would address the 10-K issue
Nasdaq hearing date May 14, 2026 Scheduled hearing before Nasdaq Hearings Panel
Fiscal year covered by late Form 10-K Year ended December 31, 2025 Annual Report on Form 10-K not yet filed
Market Value of Listed Securities financial
"failure to regain compliance with the minimum Market Value of Listed Securities (“MVLS”) requirement"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
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)"
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.
Nasdaq Hearings Panel regulatory
"The Company has 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.
Annual Report on Form 10-K financial
"had not yet filed its 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.
Understanding 8-K Material Events →
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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  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq compliance issues does Quetta Acquisition Corporation (QETA) currently face?

Quetta faces three Nasdaq issues: failure to meet the minimum Market Value of Listed Securities requirement, not maintaining at least 400 total holders under Nasdaq Listing Rule 5450(a)(2), and not yet filing its Form 10-K for the year ended December 31, 2025.

Has Nasdaq already decided to delist Quetta Acquisition Corporation’s securities?

Nasdaq’s Listing Qualifications Staff has determined to delist Quetta’s securities based on multiple deficiencies. The company has requested a hearing before a Nasdaq Hearings Panel, which will review the situation and decide whether to grant continued listing or a stay of any suspension.

How does Quetta’s late Form 10-K affect its Nasdaq listing status?

Nasdaq informed Quetta on April 20, 2026 that its failure to file the Form 10-K for the year ended December 31, 2025 is an additional basis for delisting. This filing delinquency compounds existing listing issues related to market value and the minimum 400-holder requirement.

What key dates are associated with Quetta Acquisition Corporation’s Nasdaq hearing process?

Nasdaq required Quetta to notify the Hearings Panel by April 27, 2026 if it intended to address the late Form 10-K at the hearing. Quetta provided that notice on April 21, 2026, and the hearing before the Nasdaq Hearings Panel is scheduled for May 14, 2026.

What steps is Quetta Acquisition Corporation taking in response to Nasdaq’s delisting notices?

Quetta has requested a hearing before a Nasdaq Hearings Panel and notified the Panel that it will address the late Form 10-K issue at the May 14, 2026 hearing. The company also states it intends to file its Annual Report on Form 10-K as soon as practicable.

Is there any assurance that Quetta Acquisition Corporation will remain listed on Nasdaq?

No. Quetta explicitly states there can be no assurance that the Nasdaq Hearings Panel will grant its request for continued listing or any stay of suspension, or that the company will regain compliance with all applicable Nasdaq listing standards after addressing the identified deficiencies.

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