UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): September 10, 2025

May 5, 2025 (April 29, 2025)

Date of Report (Date of earliest event reported)

Quetta Acquisition Corporation

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		001-41832		93-1358026
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 301 New York, NY		10036
1185 Avenue of the Americas, Suite 304 New York, NY		10036
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 612-1400

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 ofto 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 each exchange on which registered Common Stock QETA The Nasdaq Stock Market LLC Rights QETAR The Nasdaq Stock Market LLC Units QETAU The Nasdaq Stock Market LLC

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Units, each consisting of one ordinary share and one right	QETA	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	QETAR	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth of one ordinary share	QETAU	The Nasdaq 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 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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~~IMPORTANT ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~NOTICES

OnImportant ~~April~~Notice ~~29,~~Regarding ~~2025,~~Forward-Looking ~~Quetta Acquisition Corporation (the “Company”) reported the death of Brandon Miller, a member of the Company’s board of directors (the “Board”) and the Chairperson of the Audit Committee.~~Statements

OnThis ~~April~~Current ~~29,~~Report ~~2025,~~on ~~the~~Form ~~Board~~8-K ~~appointed~~contains Qicertain ~~Gong,~~“forward-looking astatements” ~~current~~within ~~member~~the meaning of the ~~Board,~~Securities toAct ~~serve~~of as1933 and ~~Chairperson~~the Securities Exchange Act of ~~the~~1934, ~~Audit~~both ~~Committee~~as amended. On ~~the~~Statements ~~same~~that ~~day~~are not historical facts, ~~the~~including ~~Board~~statements ~~appointed~~about ~~Ping~~Quetta Acquisition ~~Zhang~~Corporation’s as(the a“Company”) ~~member~~ability ofto ~~the~~regain ~~Board,~~compliance ~~including~~with ~~committee~~Nasdaq’s ~~positions~~continued onlisting standards, the ~~Audit~~Company’s ~~Committee,~~intentions ~~the~~to ~~Compensation~~monitor ~~Committee,~~its ~~and~~market ~~the~~value ~~Nominating~~of ~~Committee~~listed securities, potential actions to ~~fill~~regain compliance, and the ~~vacancy~~possible outcomes ~~created~~with byrespect ~~Mr.~~to ~~Miller~~Nasdaq’s ~~death. The~~continued ~~Board~~listing ~~has~~determination, ~~determined~~are ~~that~~forward-looking Mrstatements. ~~Zhang~~Words ~~satisfies~~such ~~the~~as ~~current~~“expect,” “believe,” “~~independent~~estimate,” ~~director~~“intend,” ~~standards~~“plan,” ~~established~~and bysimilar ~~the~~expressions ~~rules~~indicate offorward-looking ~~The Nasdaq Stock Market~~statements.

~~Mr.~~These ~~Zhang~~forward-looking ~~has~~statements ~~been~~are ~~serving~~not asguarantees ~~a member~~ of ~~the~~future ~~board~~performance ofand ~~directors~~are ofsubject ~~Quartzsea~~to ~~Acquisition~~various ~~Corporation~~risks ~~(Nasdaq:~~and ~~QSEA)~~uncertainties, ~~since~~known ~~November~~and ~~2024~~unknown, ~~and~~that ascould ~~General~~cause ~~Manager~~actual ofresults ~~Green~~to ~~Leaf~~differ ~~Air~~materially ~~Freight~~from ~~Inc.,~~those aexpressed Uor implied by such statements.~~S.-based~~ ~~investment~~These risks and ~~air~~uncertainties include, ~~freight~~but ~~company,~~are ~~since~~not ~~November~~limited ~~2020.~~to: ~~Prior~~(i) the Company’s ability to ~~that,~~ heregain ~~founded~~compliance ~~Shanghai~~with ~~Tongli~~Nasdaq’s ~~Advertising~~continued ~~Co.,~~listing ~~Ltd.,~~requirements within anthe ~~advertising~~applicable ~~company,~~compliance ~~and~~period; ~~served~~(ii) asthe ~~its~~potential ~~General~~delisting ~~Manager~~of the Company’s securities from ~~February 2006~~Nasdaq; (iii) the Company’s ability to ~~November 2020.~~obtain ~~Earlier~~approval infor ~~his~~or ~~career,~~complete ~~Mr. Zhang~~a ~~founded~~transfer ~~Hunan~~of ~~Silver~~its ~~Fox~~securities ~~Advertising~~to ~~Company,~~The anNasdaq ~~advertising~~Capital ~~company~~Market; in(iv) the Company’s ability ~~China,~~to execute its business strategy; and ~~served~~(v) asother ~~its~~risks ~~General~~and ~~Manager~~uncertainties described in the Company’s filings with the Securities and Exchange Commission.

~~There~~Should ~~are~~one noor ~~other~~more ~~arrangements~~of orthese ~~understandings~~risks ~~between~~or ~~Mr.~~uncertainties ~~Zhang~~materialize, ~~and~~or ~~any~~should ~~other~~underlying ~~person~~assumptions ~~pursuant~~prove toincorrect, ~~which~~actual heresults ~~was~~may ~~selected~~differ materially tofrom ~~serve~~those onindicated by the ~~Board~~ forward-looking statements. ~~There~~The ~~are~~Company nocautions ~~family~~you ~~relationships~~not ~~between~~to ~~Mr.~~place ~~Zhang~~undue ~~and~~reliance ~~any~~on ~~director~~these orforward-looking statements. ~~executive~~Forward-looking ~~officer~~statements speak only as of the ~~Company,~~date ~~and~~of hethis ~~has~~Current noReport ~~direct or~~on ~~indirect~~Form ~~material~~8-K, ~~interest~~and inthe ~~any~~Company ~~transaction~~undertakes ~~required~~no obligation to beupdate ~~disclosed~~or ~~pursuant~~revise toany ~~Item~~such ~~404(a)~~statements, ofexcept ~~Regulation~~as ~~S-K~~required by law.

2Item 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~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 5, 2025
QUETTA ACQUISITION CORPORATION
By:	/s/ Hui Chen
Name:	Hui Chen
Title:	Chief Executive Officer
Date:	September 10, 2025

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