UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On April 30, 2026, Quetta Acquisition Corporation (the “Company”) entered into that certain Release and Discharge of Promissory Notes (the “Release”) with KM Quad, a Cayman Islands exempted company (“KM Quad”).
Pursuant to the Release, KM Quad irrevocably and unconditionally released, canceled and discharged the Company from any and all obligations arising under the following promissory notes previously issued by the Company to KM Quad:
| ● | A promissory note dated November 4, 2024 in the principal amount of $500,000; |
| ● | A promissory note dated February 14, 2025 in the principal amount of $250,000; and |
| ● | A promissory note dated April 20, 2025 in the principal amount of $290,000. |
The aggregate principal amount of the discharged promissory notes was $1,040,000. Under the Release, KM Quad confirmed that no amounts remain due or payable under the promissory notes, including any principal, interest, fees or other amounts.
The Release was entered into in connection with, and as a supplement to, the Termination Agreement previously entered into by the parties on January 15, 2026.
The foregoing description of the Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events. |
As a result of the Release described above, the Company no longer has any obligations outstanding under the promissory notes previously issued to KM Quad.
| Exhibit No. | Description | |
| 10.1 | Release and Discharge of Promissory Notes, dated April 30, 2026, by and between Quetta Acquisition Corporation and KM Quad. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| QUETTA ACQUISITION CORPORATION | ||
| By: | /s/ Zihan Chen | |
| Name: | Zihan Chen | |
| Title: | Chief Executive Officer | |
| Date: | May 7, 2026 | |
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