Quetta Acquisition Corp

Exchange listing maintenance directly impacts secondary market liquidity, shareholder accessibility, and the administrative feasibility of executing a business combination within standard SPAC timeframes. A sustained inability to restore the $15,000,000 MVPHS threshold before the October 27, 2026 deadline could trigger suspension or delisting, which typically reduces trading volume, increases bid-ask spreads, and complicates redemption processing and merger voting logistics. The defined cure period creates a hard deadline for management to stabilize public float valuation, secure additional capital, or finalize a target transaction to prevent adverse listing action that would impair the company’s operations as a listed acquisition vehicle.

The filing is extremely material because the SPAC abandoned its prior target, has a new deal with Smart Kreate Group, replaced its CEO, burned through most of its cash, has a negative working capital position, faces a May 10, 2026 deadline for the new deal, and carries a going concern qualification from its auditor. The trust value per share is $11.34. At least $1.04 million in promissory notes from the failed KM QUAD deal became due upon that deal's termination. The company is at high risk of failing to close the new deal and liquidating.

Nasdaq’s multi-ground delisting threat materially compromises the SPAC’s ability to operate as a listed entity or consummate a business combination, creating direct structural risk to shareholder capital. Under standard SPAC charters, loss of listed status or failure to list a successor entity typically triggers automatic termination procedures, which would initiate mandatory redemption timelines and govern the distribution of remaining trust proceeds. The delayed 10-K filing obscures current financial condition and complicates sponsor diligence, while management’s forward-looking statements explicitly warn that actual results may differ materially from stated intentions. Investors tracking redemption windows, trust value preservation, and deal viability should treat the May 14 Hearings Panel determination as a near-term catalyst that could force an accelerated redemption period, mandate a charter amendment vote, or result in liquidation without a completed merger.

While this filing announces no new redemption deadline or trust distribution schedule, the compounded listing violations and missed annual report signal deteriorating sponsor administration that frequently triggers business combination termination clauses. Per the registrant's statement, Nasdaq required notification of intent to proceed with the hearing by April 27, 2026, which Quetta completed on April 21, 2026. As noted by the Company and signed by Chief Executive Officer Zihan Chen, management intends to file the Form 10-K for the year ended December 31, 2025, as soon as practicable but offers no assurance regarding the hearing outcome or regained compliance. For public shareholders, this administrative breakdown increases the likelihood of early termination or forced liquidation ahead of the original merger timeline. Given the delisting triggers tied to market valuation, the ongoing secondary market price is likely trading at a steep discount to the initial trust balance, meaning any eventual shareholder exit or redemption recovery may differ materially from the offering baseline. Investors should watch the May 14 panel decision for clues on whether an extension vote or wind-down procedure will be formally proposed.

Although the report does not formally adjust redemption clocks or trust mechanics, Nasdaq’s delisting determination fundamentally changes the liquidity and trading venue for QETA units, common stock, and rights, typically moving them out of institutional exchange platforms and into lower-liquidity environments. The explicit acknowledgment that the Company cannot sustain a $50,000,000 market value or attract sufficient shareholder counts signals intense market pricing pressure that can push secondary market prices toward or below published trust redemption benchmarks, regardless of the stated per-share trust value. Additionally, loss of exchange listing can introduce procedural hurdles for future business combination shareholder votes or financing closings, as some counterparties require continued exchange qualification. Investors should track the April 13, 2026 hearing request window and any subsequent Nasdaq Hearings Panel ruling, as those milestones will determine whether listing appeal proceedings continue or if the securities transition permanently off-exchange.

Delisting threatens secondary market liquidity and shareholder trading access, which could constrain exit options for public shareholders prior to any announced business combination. Because this filing amends no prospectus terms, proxy schedules, or liquidation triggers, existing redemption calendars and trust valuations remain governed by prior filings. Beyond the listing mechanics, the document contains forward-looking statements attributing to the Company expectations about regaining Nasdaq compliance, monitoring listed security market value, and executing its business strategy, explicitly cautioning these are not guarantees. All determinations, deadlines, holder thresholds, and procedural appeals are sourced exclusively to the Nasdaq Listing Qualifications Department, Nasdaq Listing Rules 5450 and 5550, and the registrant’s executed statements.

Investors tracking the announced combination must recalibrate expectations around the proxy and redemption calendar. The postponement of the audited financials means management will either need to align the merger timeline with the April 15, 2026 filing window or seek a separate corporate extension to prevent capital erosion from accelerated redemptions. Until Zihan Chen and the independent accountants validate the December 31, 2025 statements, shareholders lack cleared metrics to evaluate sponsor diligence or benchmark against the publicly tracked trust share value.

This is the definitive deal announcement for QETA. Investors need to assess the implied valuation ($200M enterprise value) and exchange ratio mechanics. The sponsor's commitment not to redeem and the extension funding from the company reduce liquidation risk. The put and call options provide a floor for sponsor shares. Lock-up terms and registration rights affect future liquidity. The target's business (AI logistics) and strategic partner (Oceanus Family Office, KEC/KLN Logistics) provide context. The trust per share is $11.70, so investors should evaluate whether the deal offers adequate return versus redemption. The deal has a 270-day outside date from March 6, 2026. Extension funding by the company through August 2026 covers near-term deadlines. The transaction is expected to close Q3 2026.

This filing does not modify any existing redemption deadlines, trust account distributions, extension mechanisms, or business combination targets tracked for Quetta Acquisition Corp. It primarily impacts sponsor conduct and governance monitoring by documenting an executive leadership transition accompanied by a public denial of underlying operational disagreements. The $2,000 per month base salary figure provided in the employment agreement reveals a low fixed cash compensation structure for the incoming principal executive during this reporting period. Shareholders should note that while management composition has shifted, the filing contains no assertions regarding deal progress, customer metrics, revenue projections, market size, technology developments, or litigation that would immediately alter the fundamental mechanics of unit conversion or trust value retention.

The SPAC no longer has a business combination target; it must now identify a new target or face liquidation. The trust value of $11.7 per share remains available for redemption, but the deal timeline is reset.

This filing reveals significant cash burn and a precarious financial position. The large redemption, coupled with the going concern warning, suggests a high risk that the business combination with KM QUAD may not close, potentially leading to liquidation. The trust value per share ($11.18) remains above the IPO price, but the trust is much smaller, and the company is illiquid outside of it. The Nasdaq listing deficiency for failure to meet the $50 million Market Value of Listed Securities requirement adds another layer of risk for shareholders.

For a SPAC tracking a announced combination, exchange compliance directly governs secondary-market liquidity and shareholder optionality prior to merger closing. Sustained MVLS shortfalls frequently reflect thin trading volume or capital conservation measures, which can constrain a sponsor’s ability to fund due diligence, cover merger costs, or defend against mass redemptions without negotiating an extension or bridge facility. The filing establishes March 2, 2026 as a definitive liquidity horizon; missing the compliance target could compress bid-ask spreads, trigger forced restructuring clauses, or deter target advisors from proceeding under current valuation assumptions. Chief Executive Officer Hui Chen signed the submission to confirm corporate awareness, but the document contains no updates on target negotiations, cash positions, redemption mechanics, or sponsor conduct beyond standard compliance monitoring.

Investors tracking redemption mechanics and deal progress need to see that the trust has been massively reduced by redemptions, leaving a much smaller per-share trust value, while the company has used monthly extensions to keep the merger window open to September 10, 2025 and potentially into October 2026. The pending KM QUAD transaction, funded extension fees, excise tax liability, low cash balance, and going-concern disclosure all bear directly on whether the deal can close and at what economic terms for remaining shareholders.

The filing does not trigger an amendment to redemption mechanics, modify trust distribution protocols, or formally authorize a business combination extension, but it temporarily suspends the financial transparency investors require to evaluate deal progress, sponsor capital stewardship, and residual working capital adequacy. Because Mr. Chen characterized the setback as administrative and verified a historically clean filing schedule, the delay signals procedural pacing rather than operational distress.

Board continuity preserves regulatory compliance and audit oversight ahead of any business combination vote. According to the Company's disclosure, Ping Zhang satisfies Nasdaq Stock Market independence criteria. The Board recruited him based on his tenure as a director at Quartzsea Acquisition Corporation (Nasdaq: QSEA) beginning November 2024, his role as General Manager of Green Leaf Air Freight Inc. starting November 2020, his founding and leadership of Shanghai Tongli Advertising Co., Ltd. from February 2006 through November 2020, and his prior founding of Hunan Silver Fox Advertising Company in China. Chief Executive Officer Hui Chen executed the filing confirming that the appointee holds no family relationships with existing officers, no undisclosed compensatory arrangements, and no direct or indirect material interest in transactions requiring disclosure under Regulation S-K Item 404(a). For investors tracking sponsor conduct, the transition demonstrates uninterrupted committee governance and cross-SPAC talent sourcing, while the document contains zero forward-looking assertions regarding revenue, customer concentration, market capitalization, technology pipelines, strategic partnerships, or pending litigation.

The massive redemptions and low cash position put the deal at risk; the target is a Chinese film products company with a $300M valuation (paid in shares at $10.00). The second installment of extension fees ($290k) from KM QUAD was not deposited as of May 1, 2025, signaling potential strain. The company faces a $552k excise tax liability it may not be able to pay. The merger requires approvals and the SPAC may not have enough cash to complete the business combination.

This is the first comprehensive audited financial update since the IPO and confirms the SPAC has secured a definitive deal after a non-binding LOI. The massive public share redemption (75% of outstanding) dramatically reduces trust assets, shifting deal-completion dependency onto the target's cost-sharing commitments (KM QUAD covering extension fees and transaction costs). The trust per-share value remains above $10, but a working capital deficit of $28,329 and a going concern qualification highlight financial fragility. Sponsor-related transactions (administrative fees, new compliance contract with CEO's spouse) raise governance scrutiny. The disclosed terms—$300 million consideration at $10 per share—provide a valuation benchmark for the proposed business combination.

Delayed 10-K filings withhold audited financial disclosures required to verify trust value preservation, evaluate target deal progress, and calculate accurate redemption windows, forcing investors to rely on stale information. The timing friction often pressures sponsor conduct regarding extension votes, merger timeline discipline, or potential Nasdaq compliance actions when a sponsor operates under a DEAL_ANNOUNCED status but cannot produce current financials.

This is the definitive deal announcement for QETA. The target, KM QUAD, is valued at $300 million. QETA's trust was approximately $18 million as of signing, with a trust-per-share of $11.7. Redemption mechanics are standard: QETA stockholders will vote on the deal and can redeem shares from the trust. A key risk is the condition requiring CSRC (Chinese securities regulator) approval, which is a separate closing condition and could cause delays or non-completion. The target company's financials are unaudited for 2022/2023 and only through June 2024; audited US GAAP statements are due by May 31, 2025 as a closing condition. The sponsor retains one board seat post-close, while QUAD designates four. There are mutual break-up fees of $1.5 million. The lock-up for large QUAD shareholders (over 6%) is six months, with an early release if price exceeds $12.50 for 20 of 30 trading days.

This filing establishes the definitive terms for QETA's business combination, providing investors with a clear redemption deadline framework, trust value ($11.7/share), extension mechanics, and regulatory hurdles (CSRC approval). The $300M stock consideration at $10/share vs. trust of ~$11.7/share creates a potential spread consideration. The CSRC condition introduces PRC regulatory risk but includes provisions for QUAD to fund additional extensions if delayed. The $1.5M break-up fee is relatively modest for a $300M deal. The lack of a minimum cash condition on the trust is notable. QUAD's unaudited financials (FY22, FY23, H1'24) are referenced but not disclosed, with audited GAAP statements due by May 31, 2025. The press release from QUAD's CEO claims 20 years of evolution in the automotive film market and addresses EV market needs.

The mandatory monthly $60,000 sponsor deposits and the explicit carve-out protecting trust funds from excise tax and dissolution expenses shield the remaining approximately $18,040,429.76 trust balance from further erosion while purchasing up to twenty-one additional months of search runway. The redemption of 5,199,297 shares permanently alters the post-deal capital structure, leaving approximately $10.608 per share in trust proceeds for the surviving 3,747,748 shareholders and capping the available merger consideration pool. The forty five (45) day cure window paired with a three percent (3%) default interest rate introduces material execution risk; a single missed monthly payment or uncured shortfall will trigger an automatic liquidation sequence, extinguishing remaining equity value. The geographic pivot to Greater China targets represents a definitive shift in management’s sourcing mandate, requiring investors to reassess pipeline compatibility and regulatory exposure. Director removal provisions, Delaware exclusive forum rules, and fiduciary duty limitations remain structurally unchanged but govern how the board navigates the extended timeline.

The adjusted redemption deadline materially reshapes the capital preservation window, granting shareholders an additional two days to evaluate trust governance changes before the January 10 vote. Management frames the $60,000-per-month trust funding structure and sponsor-covered external costs as anti-liquidation measures designed to preserve trust balances while avoiding forced dissolution. Concurrently, the proposed Acquisition Criteria Expansion Proposal formally broadens the permissible target universe to include any entity with principal business operations in the geographical regions of the People’s Republic of China, Hong Kong, and Macau, signaling a documented strategic pivot away from prior scope constraints. Chairman and Chief Executive Officer Hui Chen executed the filing and will oversee continued proxy solicitation via teleconference, directing investors to the December 23, 2024 definitive proxy statement and its December 26, 2024 amendment for complete voting parameters. The submission contains no disclosed customer lists, revenue metrics, market size estimates, technology roadmaps, commercial partnerships, or active litigation.

This filing updates critical terms for the extension proposal and provides the first estimated redemption price per share (range $10.57–$10.72) ahead of the redemption deadline (Jan 6, 2025). The corrected extension term (21 monthly extensions, not 36) and the trust value estimates are key for shareholders deciding whether to redeem or approve the proposals. The trust per-share value differs from the nominal $11.7 trust/share stated in the status, giving a more precise figure after interest accrual and tax withdrawals.

Without approval, QETA faces a hard deadline to close a deal by its current extended period; the board warns of possible liquidation. Approval buys up to 21 additional months but risks heavy redemptions that could leave insufficient cash for a deal, deplete public float, and trigger Nasdaq delisting. The concurrent proposal to allow acquisitions in China/Hong Kong/Macau signals that management is actively looking at China-based targets, which carries significant PRC regulatory and political risk.

What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, with unaudited financial statements and management's discussion and analysis. The SPAC terminated its merger agreement with KM QUAD on Jan 15, 2026, releasing the $1,040,000 promissory note on Apr 30, 2026. SPAC entered a new Business Combination Agreement with Smart Kreate Group Limited (SKG) on Mar 6, 2026. SKG agreed to fund $60,000 per month in extension payments (six extensions through Aug 9, 2026); $120,000 was due to SKG as of Mar 31, 2026. The sponsor (Yocto Investments LLC) issued a promissory note to SKG for up to $200,000 on Apr 9, 2026, convertible at $3.00/share upon deal closing. Trust value increased from $19,233,261 to $19,541,732; redemption value per share rose to $11.56. Cash is $909 with a working capital deficit of $2,952,897; Going concern doubt is reiterated. The SPAC transferred Nasdaq listing from Global Market to Capital Market effective May 14, 2026. Outstanding shares are 3,747,748. Net loss for the quarter was $13,521 vs. $193,671 in the prior year. Why it matters: This filing is the first comprehensive update since the new merger agreement with SKG was signed. It confirms that the prior KM QUAD deal is formally dead (debt discharged) and sets the financial baseline for the SKG transaction. The extremely low cash balance and large working capital deficit, combined with the sponsor's $200,000 note to SKG, signal the sponsor is relying on SKG to fund operations. The Nasdaq transfer to the Capital Market resolves a listing deficiency, removing a risk. The trust value per share ($11.56) provides the redemption basis for any public holders evaluating the SKG deal.

What changed: A Form 8-K Current Report under Item 8.01 Other Events disclosing a Nasdaq stock exchange listing transfer and regained compliance with exchange standards. On May 12, 2026, Nasdaq approved the transfer of the company’s ordinary shares (QETA), units (QETAU), and rights (QETAR) from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of trading on May 14, 2026. Nasdaq simultaneously notified the registrant that it regained compliance with the minimum Market Value of Listed Securities (MVLS) requirement and meets all applicable continued listing standards. As a result, a previously scheduled hearing before a Nasdaq Hearings Panel—triggered by a delisting notice from the Nasdaq Listing Qualifications Department Staff on April 6, 2026—was cancelled. Why it matters: This filing contains no amendments to the redemption calendar, trust distribution mechanics, business combination deadlines, extension votes, or sponsor administrative arrangements. The company states the transfer will not affect trading and symbols remain unchanged. The primary substantive impact is regulatory: maintaining active listing status removes the imminent delisting threat raised on April 6, 2026. Downgrading from the Nasdaq Global Market to the Capital Market tier does not alter the underlying SPAC structure, but it may affect institutional index eligibility, market maker participation, and general trading liquidity while the company pursues a target merger or navigates a potential liquidation.

What changed: A Current Report on Form 8-K (Period of Report: April 30, 2026) filed with the SEC on May 7, 2026, functioning as a routine compliance disclosure accompanying Exhibit 10.1. The filing identifies a Release and Discharge of Promissory Notes executed between Quetta Acquisition Corporation and KM Quad, a Cayman Islands exempted company, to formally cancel and settle outstanding debt obligations. According to the April 30, 2026 Release attached as Exhibit 10.1, KM Quad irrevocably released, canceled, and discharged the Company from all obligations under three specific promissory notes: a note dated November 4, 2024 in the principal amount of $500,000; a note dated February 14, 2025 in the principal amount of $250,000; and a note dated April 20, 2025 in the principal amount of $290,000. The aggregate principal amount of the discharged notes was exactly $1,040,000. Under the terms documented in the filing, KM Quad confirmed that no amounts remain due or payable under these instruments, including principal, interest, fees, or other charges. As stated in Item 8.01 of the 8-K, the Company therefore holds no outstanding obligations under these notes moving forward. This discharge executes the settlement framework established in a Termination Agreement dated January 15, 2026, under which both parties mutually agreed to terminate a prior proposed transaction and resolve related accounts. Why it matters: For investors tracking SPAC lifecycle mechanics, this filing provides no updates to the shareholder redemption calendar, does not alter the trust account balance or per-share distribution formula, and announces no extension of the business combination deadline. It confirms the formal abandonment of a prior merger candidate, meaning investor capital remains fully segregated in trust pending either a future target announcement or a liquidation event. The removal of $1,040,000 in legacy debt eliminates contingent repayment exposure and simplifies the capital structure ahead of any future combination or wind-down. Sponsor conduct is reflected in the execution of the release, which was countersigned on behalf of the registrant by Chief Executive Officer Zihan Chen on May 7, 2026, signaling active administrative closure of the terminated deal pathway. No claims, projections, or operational disclosures regarding customer relationships, revenue streams, market size, technology development, partnership arrangements, or ongoing litigation are present in this submission.

What changed: A Form 8-K filing reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 30, 2026, Nasdaq’s Listing Qualifications Department notified Quetta Acquisition Corporation that it failed to meet the minimum Market Value of Publicly Held Shares ("MVPHS") requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C), based on the company’s MVPHS over the 30 consecutive business days from March 18, 2026 through April 29, 2026. Nasdaq granted a compliance period of 180 calendar days, expiring October 27, 2026, to regain compliance by achieving an MVPHS of at least $15,000,000 for ten consecutive business days. The notice carries no immediate effect on listing or trading. Chief Executive Officer and Director Zihan Chen stated the company intends to actively monitor its MVPHS and may consider available options to regain compliance, while noting there can be no assurance of success. The filing contains no disclosures regarding redemption deadlines, trust value mechanics, merger deal progress, extensions, or sponsor conduct changes. Why it matters: Exchange listing maintenance directly impacts secondary market liquidity, shareholder accessibility, and the administrative feasibility of executing a business combination within standard SPAC timeframes. A sustained inability to restore the $15,000,000 MVPHS threshold before the October 27, 2026 deadline could trigger suspension or delisting, which typically reduces trading volume, increases bid-ask spreads, and complicates redemption processing and merger voting logistics. The defined cure period creates a hard deadline for management to stabilize public float valuation, secure additional capital, or finalize a target transaction to prevent adverse listing action that would impair the company’s operations as a listed acquisition vehicle.

What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Quetta Acquisition Corp, a blank-check company. The KM QUAD merger agreement was terminated on January 15, 2026. A new Business Combination Agreement was entered into on March 6, 2026 with Smart Kreate Group Limited at an enterprise value of US$200 million. Former CEO Hui Chen was replaced by Zihan Chen on February 11, 2026. The trust account balance fell from $73.1 million to $19.2 million after redemptions of 5,199,297 shares for approximately $55.2 million at the January 10, 2025 special meeting. The redemption value per share was $11.34 at year-end 2025 vs $10.60 at year-end 2024. The company recorded a $551,522 excise tax liability. It had a working capital deficit of $2.6 million and only $1,195 cash. Why it matters: The filing is extremely material because the SPAC abandoned its prior target, has a new deal with Smart Kreate Group, replaced its CEO, burned through most of its cash, has a negative working capital position, faces a May 10, 2026 deadline for the new deal, and carries a going concern qualification from its auditor. The trust value per share is $11.34. At least $1.04 million in promissory notes from the failed KM QUAD deal became due upon that deal's termination. The company is at high risk of failing to close the new deal and liquidating.

What changed: A Form 8-K Current Report disclosing Nasdaq delisting notices and a delay in filing an Annual Report on Form 10-K. Per the registrant's disclosure, on April 6, 2026, Nasdaq notified Quetta Acquisition Corporation it would delist the securities due to failing the minimum Market Value of Listed Securities requirement and having fewer than 400 total holders. On April 20, 2026, Nasdaq added a separate basis for delisting because the company had not yet filed its Form 10-K for the fiscal year ended December 31, 2025. The Company has requested a stay of trading suspension pending a Nasdaq Hearings Panel review scheduled for May 14, 2026. Why it matters: While this filing announces no new redemption deadline or trust distribution schedule, the compounded listing violations and missed annual report signal deteriorating sponsor administration that frequently triggers business combination termination clauses. Per the registrant's statement, Nasdaq required notification of intent to proceed with the hearing by April 27, 2026, which Quetta completed on April 21, 2026. As noted by the Company and signed by Chief Executive Officer Zihan Chen, management intends to file the Form 10-K for the year ended December 31, 2025, as soon as practicable but offers no assurance regarding the hearing outcome or regained compliance. For public shareholders, this administrative breakdown increases the likelihood of early termination or forced liquidation ahead of the original merger timeline. Given the delisting triggers tied to market valuation, the ongoing secondary market price is likely trading at a steep discount to the initial trust balance, meaning any eventual shareholder exit or redemption recovery may differ materially from the offering baseline. Investors should watch the May 14 panel decision for clues on whether an extension vote or wind-down procedure will be formally proposed.

What changed: A Form 425 submission consisting of a Form 8-K Current Report (Item 3.01) disclosing Nasdaq delisting proceedings and a scheduled Hearings Panel hearing. On April 6, 2026, Nasdaq’s Listing Qualifications Department notified Quetta Acquisition Corporation that its securities would be delisted due to failure to meet the minimum Market Value of Listed Securities requirement and for having fewer than 400 total holders under Nasdaq Listing Rule 5450(a)(2). On April 20, 2026, Nasdaq added that the unfiled Annual Report on Form 10-K for the fiscal year ended December 31, 2025 constitutes an additional independent basis for delisting. Nasdaq required the company to notify its Hearings Panel by April 27, 2026 to secure a stay of trading suspension pending the May 14, 2026 hearing. On April 21, 2026, via Chief Executive Officer and Director Zihan Chen, the company confirmed it will address the matter at that hearing. This filing does not disclose redemption deadlines, trust account mechanics, extension approvals, target transaction progress, or sponsor conduct. Management states it intends to file the 10-K as soon as practicable but provides no assurance the Panel will grant a stay, approve continued listing, or that the company will regain compliance. Why it matters: Nasdaq’s multi-ground delisting threat materially compromises the SPAC’s ability to operate as a listed entity or consummate a business combination, creating direct structural risk to shareholder capital. Under standard SPAC charters, loss of listed status or failure to list a successor entity typically triggers automatic termination procedures, which would initiate mandatory redemption timelines and govern the distribution of remaining trust proceeds. The delayed 10-K filing obscures current financial condition and complicates sponsor diligence, while management’s forward-looking statements explicitly warn that actual results may differ materially from stated intentions. Investors tracking redemption windows, trust value preservation, and deal viability should treat the May 14 Hearings Panel determination as a near-term catalyst that could force an accelerated redemption period, mandate a charter amendment vote, or result in liquidation without a completed merger.

What changed: A Form 8-K Current Report submitted as a Rule 425 written communication disclosing a Nasdaq delisting notice and the registrant’s intent to appeal. Nasdaq formally determined to delist Quetta Acquisition Corporation following the expiration of a 180-calendar-day compliance period on March 2, 2026. The action results from failing the minimum Market Value of Listed Securities requirement of $50,000,000, and failing to qualify for a transfer to Nasdaq Capital Market because it held fewer than 300 public holders under Rule 5550(a)(3). Nasdaq also cited failure to maintain at least 400 total holders under Rule 5450(a)(2) as an independent basis for delisting. The registrant, via Chief Executive Officer and Director Zihan Chen, stated it will request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which will stay any suspension pending the decision. The filing contains no updates to redemption deadlines, trust account distributions, extension mechanisms, merger execution timelines, or sponsor conduct. Why it matters: Delisting threatens secondary market liquidity and shareholder trading access, which could constrain exit options for public shareholders prior to any announced business combination. Because this filing amends no prospectus terms, proxy schedules, or liquidation triggers, existing redemption calendars and trust valuations remain governed by prior filings. Beyond the listing mechanics, the document contains forward-looking statements attributing to the Company expectations about regaining Nasdaq compliance, monitoring listed security market value, and executing its business strategy, explicitly cautioning these are not guarantees. All determinations, deadlines, holder thresholds, and procedural appeals are sourced exclusively to the Nasdaq Listing Qualifications Department, Nasdaq Listing Rules 5450 and 5550, and the registrant’s executed statements.

What changed: This is a Form 8-K Current Report disclosing that Quetta Acquisition Corporation received written notice from Nasdaq’s Listing Qualifications Department determining to delist its securities due to failure to satisfy continued listing standards. The report states that Nasdaq initially notified the Company on September 10, 2025, of non-compliance with the minimum Market Value of Listed Securities ("MVLS") requirement of $50,000,000. The 180-calendar-day compliance period expired on March 2, 2026. On February 23, 2026, the Company applied to transfer its listing to the Nasdaq Capital Market but was denied because it did not meet the minimum requirement of 300 public holders under Nasdaq Listing Rule 5550(a)(3). On April 6, 2026, Nasdaq issued written notice of delisting due to the MVLS shortfall and a separate failure to satisfy the at least 400 total holders requirement under Rule 5450(a)(2). Chief Executive Officer Zihan Chen signed the April 10, 2026 filing to state that the Company intends to request a hearing before a Nasdaq Hearings Panel by April 13, 2026, which would stay suspension pending the Panel’s decision. The filing does not contain updated information on redemption deadlines, trust account distributions, merger target progress, extension schedules, or sponsor conduct. Why it matters: Although the report does not formally adjust redemption clocks or trust mechanics, Nasdaq’s delisting determination fundamentally changes the liquidity and trading venue for QETA units, common stock, and rights, typically moving them out of institutional exchange platforms and into lower-liquidity environments. The explicit acknowledgment that the Company cannot sustain a $50,000,000 market value or attract sufficient shareholder counts signals intense market pricing pressure that can push secondary market prices toward or below published trust redemption benchmarks, regardless of the stated per-share trust value. Additionally, loss of exchange listing can introduce procedural hurdles for future business combination shareholder votes or financing closings, as some counterparties require continued exchange qualification. Investors should track the April 13, 2026 hearing request window and any subsequent Nasdaq Hearings Panel ruling, as those milestones will determine whether listing appeal proceedings continue or if the securities transition permanently off-exchange.

What changed: A Form 12b-25 Notification of Late Filing (NT 10-K), classified as a routine compliance exhibit submitted by Quetta Acquisition Corporation to the SEC. First, this filing serves as a regulatory notice that the company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, will not meet the March 31, 2026 statutory deadline for smaller reporting companies. Why it matters: Investors tracking the announced combination must recalibrate expectations around the proxy and redemption calendar. The postponement of the audited financials means management will either need to align the merger timeline with the April 15, 2026 filing window or seek a separate corporate extension to prevent capital erosion from accelerated redemptions. Until Zihan Chen and the independent accountants validate the December 31, 2025 statements, shareholders lack cleared metrics to evaluate sponsor diligence or benchmark against the publicly tracked trust share value.