Quetta Acquisition Corp — Capital/Financing Update 2023

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 29, 2023

Date of Report (Date of earliest event reported)

Quetta Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

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 of the registrant under any of the following provisions:

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |

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 |

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item 8.01. Other Events.

On November 29, 2023, Quetta Acquisition Corporation (the “Company”), announced that holders of the Company’s units may elect to separately trade the common stock and rights included in its units commencing on or about November 30, 2023.

The common stock and rights will trade on the NASDAQ Global Market (“NASDAQ”) under the symbols QETA and QETAR, respectively. Units not separated will continue to trade on NASDAQ under the symbol QETAU. After separation, the common stock and rights may be recombined to create units.

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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.

Dated: November 29, 2023

QUETTA ACQUISITION CORPORATION

| By: | /s/
Hui Chen |
| --- | --- |
| Name: | Hui Chen |
| Title: | Chief Executive
Officer |

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