Quetta Acquisition Files Form 12b-25 for Late 10-Q; Financial Statement Delay

Rhea-AI Filing Summary

Quetta Acquisition Corporation notified the SEC that it could not file its quarterly report for the period ended June 30, 2025 by the smaller-reporting-company deadline of August 14, 2025 because of a delay completing the required financial statement in the filing. The registrant states it was unable to eliminate the delay without unreasonable effort or expense and expects to submit the delayed Form 10-Q no later than the fifteenth calendar day after the prescribed due date. The filing also confirms that other periodic reports required over the prior 12 months have been filed and that no significant change in operating results is anticipated. The notice is signed by Hui Chen, Chief Executive Officer, who is listed as the contact with phone number (212) 612-1400.

Positive

• Formal notification filed: The company submitted a Form 12b-25 to disclose the late filing and reason.
• Plans to cure within 15 days: Management anticipates filing the delayed Quarterly Report within the permitted 15-calendar-day extension.
• Other reports current: The notice affirms that all other periodic reports required in the prior 12 months have been filed.

Negative

• Quarterly report late: The Form 10-Q for the quarter ended June 30, 2025, was not filed by the August 14, 2025 deadline applicable to smaller reporting companies.
• Delay in completing financial statement: The company attributes the late filing to a delay in completing the financial statement included in the Quarterly Report.

Insights

Financial Analyst

TL;DR: Routine late-filing notice due to financial statement delay; registrant expects to file within allowable 15-day cure period.

The registrant submitted a Form 12b-25 for an NT 10-Q, citing inability to complete the Quarterly Report for the period ended June 30, 2025, by the smaller-reporting-company deadline of August 14, 2025. Management attributes the delay specifically to completing the financial statement in the Quarterly Report and has elected relief under Rule 12b-25(b), indicating an intent to file within the 15-calendar-day extension. This is a procedural compliance matter rather than an explicit disclosure of adverse operating results; the filing also affirms that other periodic reports are current and that no significant change in results is anticipated.

Corporate Governance Expert

TL;DR: Governance controls produced a timely notification; continuing disclosure appears intact pending the short delay.

The notification is signed by the CEO and provides a named contact, which reflects adherence to disclosure and accountability practices. By filing Form 12b-25, the company formally documents the reason for the missed deadline (completion of the financial statement) and invokes the prescribed cure period. The statement that all other required periodic reports for the prior 12 months have been filed and that no significant change in results is expected reduces immediate material governance concerns, though stakeholders will rely on the forthcoming Quarterly Report for full financial transparency.

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
	For Period Ended: June 30, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	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 304

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.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(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
	(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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Quarterly Report”) by August 14, 2025, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Quarterly Report. The Registrant anticipates that it will file the Quarterly 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

Hui 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).
	☒ Yes   ☐ No
(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?
	☐ 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.

2

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: August 13, 2025	By	/s/ Hui Chen
	Name:	Hui Chen
	Title:	Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

3

FAQ

What did Quetta Acquisition Corporation (QETAU) file with the SEC?

Quetta Acquisition Corporation filed a Form 12b-25 (NT 10-Q) notifying the SEC of a late filing for its quarterly report for the period ended June 30, 2025.

Why was the 10-Q for the quarter ended June 30, 2025, late?

The registrant states the delay was caused by completion of the financial statement in the Quarterly Report, which could not be eliminated without unreasonable effort or expense.

When does Quetta expect to file the delayed 10-Q?

The company expects to file the Quarterly Report no later than the fifteenth calendar day following the prescribed due date.

Has Quetta filed its other required periodic reports?

Yes. The notification indicates that all other periodic reports required under the cited securities laws for the prior 12 months have been filed.

Who is the contact for this notification?

The contact listed is Hui Chen, Chief Executive Officer, phone (212) 612-1400.