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:
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| 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 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
On September 3, 2025, Quetta Acquisition Corporation (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer meets the requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A).
Based on Nasdaq’s review, the Company’s MVLS has been below $50,000,000 for the last 30 consecutive business days. Accordingly, the Company is not in compliance with the continued listing requirement.
The notification has no immediate effect on the listing or trading of the Company’s securities, which will continue to trade on the Nasdaq Global Market under the symbols QETA, QETAR, and QETAU.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar days, or until March 2, 2026, to regain compliance. If at any time before March 2, 2026, the Company’s MVLS closes at or above $50,000,000 for at least ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed.
If the Company does not regain compliance by March 2, 2026, Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel. Alternatively, the Company may apply to transfer the listing of its securities to The Nasdaq Capital Market if it satisfies the requirements for continued listing on that market.
The Company intends to monitor its MVLS and will consider available options to regain compliance within the applicable compliance period.
| Exhibit No. | Description | |
| 99.1 | Letter from Nasdaq Listing Qualifications Department to Quetta Acquisition Corporation, dated September 3, 2025 | |
| 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: | September 10, 2025 | |