Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Quetta Acquisition Corporation (the "Company"), as previously disclosed in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 10, 2025, received a notice from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company no longer satisfied the minimum Market Value of Listed Securities ("MVLS") requirement of $50,000,000 for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). The Company was provided a 180-calendar-day compliance period, expiring on March 2, 2026, to regain compliance.

On February 23, 2026, the Company applied to transfer the listing of its securities to the Nasdaq Capital Market. However, the Company did not meet the minimum requirement of 300 public holders under Nasdaq Listing Rule 5550(a)(3) and, therefore, did not qualify for such transfer.

On April 6, 2026, the Company received written notice from Nasdaq stating that the Staff had determined to delist the Company's securities due to its failure to regain compliance with the MVLS requirement. In addition, the Company does not satisfy the continued listing requirement of at least 400 total holders under Nasdaq Listing Rule 5450(a)(2), which constitutes a separate and independent basis for delisting.

The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the "Panel") by April 13, 2026. The hearing request will stay the suspension of the Company's securities pending the Panel's decision.

While the Company intends to take all reasonable actions to regain compliance with Nasdaq's continued listing requirements, there can be no assurance that it will be successful in doing so or that the Panel will grant the Company's request for continued listing.