Quetta Acquisition Corp 8-K, filed Oct 13, 2026
Quetta Acquisition Corp (QETA)
About this 8-K
Quetta Acquisition Corp filed this 8-K on October 13, 2026, reporting on events of October 7, 2026.
Nasdaq determined Quetta Acquisition Corporation failed to meet the 36-month business-combination deadline and will suspend trading in its securities on October 14, 2026 before delisting them. The company still intends to complete its announced combination with Smart Kreate Group Limited. AI summary
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The
| ||||
| The
| ||||
| The
|
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).
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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 7, 2026, Quetta Acquisition Corporation (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of Nasdaq’s determination to delist the Company’s common stock, rights and units from Nasdaq.
The Notice stated that, pursuant to Nasdaq Listing Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. The Company’s registration statement became effective on October 5, 2023, and the Company did not complete its initial business combination by October 5, 2026. Accordingly, Nasdaq determined that the Company failed to comply with Nasdaq Listing Rule IM-5101-2.
The Notice further stated that trading in the Company’s common stock, rights and units, which trade under the symbols “QETA,” “QETAR” and “QETAU,” respectively, will be suspended at the opening of business on October 14, 2026 and Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.
The Company does not intend to appeal Nasdaq’s determination.
After delisting from Nasdaq, the Company expects that its common stock, rights and units will be quoted on the Pink Limited Market operated on The OTC Market systems (“OTC Market”) under the same symbols. There is no guarantee, however, that a broker will continue to make a market in the Company’s securities or that trading thereof will continue on the OTC Market or otherwise.
Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete its
previously announced business combination (the “Transaction” or the “Business Combination”), with Smart
Kreate Group Limited, as well as the listing of its securities on Nasdaq or another national securities exchange in connection therewith
as soon as practicable. However, there can be no assurance that an initial business combination will ultimately be successful or that
the Company’s securities will ultimately be listed on Nasdaq in connection therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
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/ Zihan Chen | |
| Name: | Zihan Chen | |
| Title: | Chief Executive Officer | |
| Date: | October 9, 2026 | |
| 2 |