Quetta Acquisition Corp 8-K, filed Jan 30, 2026
Quetta Acquisition Corp (QETA)
About this 8-K
Quetta Acquisition Corp filed this 8-K on January 30, 2026, reporting on events of January 15, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 regarding the Company’s ability to identify and complete a future business combination, are forward-looking statements. Words such as “expect,” “believe,” “estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company’s ability to identify a suitable target business, negotiate and complete a future business combination, and other risks described in the Company’s filings with the Securities and Exchange Commission.
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 1.01 Entry into a Material Definitive Agreement
On January 15, 2026, Quetta Acquisition Corporation, a Delaware corporation (the “Company”), entered into a Termination Agreement (the “Termination Agreement”) with KM QUAD, a Cayman Islands exempted company, Quad Global Inc., a Cayman Islands exempted company, and Quad Group Inc., a Cayman Islands exempted company (collectively, the “Parties”).
The Termination Agreement provides for the termination, by mutual agreement of the Parties, of that certain Agreement and Plan of Merger, dated February 14, 2025 (the “Merger Agreement”). Pursuant to the Termination Agreement, the Parties agreed to terminate the Merger Agreement by mutual consent and to provide mutual releases of claims related thereto, subject to the terms and conditions set forth in the Termination Agreement. The Termination Agreement provides that the termination does not constitute an admission of fault or liability by any party.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
As described above in Item 1.01, on January 15, 2026, the Company and the other parties thereto entered into the Termination Agreement, pursuant to which the Merger Agreement was terminated in its entirety, effective as of January 15, 2026, subject to the terms and conditions set forth in the Termination Agreement. Except as expressly set forth in the Termination Agreement, the Merger Agreement is of no further force or effect.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated January 15, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| QUETTA ACQUISITION CORPORATION | ||
| By: | /s/ Hui Chen | |
| Name: | Hui Chen | |
| Title: | Chief Executive Officer | |
| Date: | January 30, 2026 | |
Exhibit 10.1
