Quetta Acquisition Corp
For the period ended Sep 28, 2026. Filed Sep 28, 2026.
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Sep 28, 2026 · Filed Sep 28, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1). |
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Dear Stockholder:
You are cordially invited to attend Quetta Acquisition Corporation’s special meeting of Stockholders (the “Special Meeting”) to be held on October 8, 2026, at 4:00 PM Eastern Time. The formal meeting notice and proxy statement for the Special Meeting are attached.
The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/quettaacquisition/2026.
We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.
Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by Internet, telephone, or by completing, dating, signing, and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are included with the enclosed proxy card. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time the day before the meeting date. If you attend the Special Meeting online and wish to vote at the Special Meeting, you will be able to do so even if you have previously returned your proxy card.
Thank you for your continued support of and interest in Quetta Acquisition Corporation.
Sincerely,
Zihan Chen
Chairman of the Board of Directors and Chief Executive Officer
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING WHETHER OR NOT YOU ATTEND ONLINE, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE ECLOSED PROXY MATERIALS AS PROMPTLY AS POSSIBLE. YOUR PROXY, GIVEN BY VOTING PRIOR TO THE SPECIAL MEETING, MAY BE REVOKED PRIOR TO ITS EXERCISE BY ENTERING A NEW VOTE OVER THE INTERNET, FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE SPECIAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE SPECIAL MEETING ONLINE AND VOTING ONLINE.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE SPECIAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE RETURNED ENVELOPE PROVIDED.
ANY STOCKHOLDER ATTENDING THE SPECIAL MEETING ONLINE MAY VOTE EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
Quetta Acquisition Corporation
1185 6th Avenue, Suite 349
New York, NY 10036
(212) 574-4425
NOTICE OF 2026 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 8, 2026
September 18, 2026
To our Stockholders:
Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of Quetta Acquisition Corporation, a Delaware corporation (the “Company,” “Quetta”, “our,” “we,” or “us”), will be held as a “virtual meeting” via live audio webcast on October 8, 2026, at 4:00 PM Eastern Time for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| (1) | The Extension Amendment Proposal: a proposal by stockholder resolution to amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (“A&R Certificate of Incorporation”) in their entirety and the substitution in their place of the third amended and restated certificate of incorporation of the Company in the form attached as Annex A hereto (the “Third A&R Certificate of Incorporation”), to extend the date by which the Company must consummate its initial business combination (the “Combination Period”) on a month-to-month basis from October 10, 2026 to October 10, 2027. The Company may elect to extend the Combination Period for up to twelve (12) additional one-month periods by depositing $5,000 into the Company’s trust account for each such one-month extension, for a total of up to forty-eight (48) months from the consummation of the Company’s initial public offering (such proposal, the “Extension Amendment Proposal”). |
| (2) | To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. |
Pursuant to our Amended and Restated Bylaws, our Board has fixed the close of business on September 22, 2026, as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Special Meeting and any adjournment thereof. Holders of our common stock are entitled to vote at the Special Meeting.
The Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card accompanying this notice are also available at https://www.cstproxy.com/quettaacquisition/2026. We are first mailing these materials to our stockholders on or about September 29, 2026.
You will be able to attend the Special Meeting via live audio webcast by visiting the Company’s virtual meeting website at https://www.cstproxy.com/quettaacquisition/2026 on October 8, 2026, at 4:00 PM Eastern Time. Upon visiting the meeting website, you will be prompted to enter the 16-digit Control Number provided to you on your proxy card you received for the Special Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website. Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at https://www.cstproxy.com/quettaacquisition/2026.
Your vote is important. Whether or not you plan to attend the Special Meeting, please vote your shares by promptly completing, signing, and returning the enclosed proxy card. You may also vote your shares over telephone or the Internet in accordance with the instructions on the proxy card. Any stockholder attending the Special Meeting may vote in person at the virtual meeting, even if you have already returned a proxy card or voting instruction card.
**Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on October 8, 2026: This notice of Special meeting of stockholders, the proxy statement, including your proxy card, and our Annual report on Form 10-K for the fiscal year ended December 31, 2025 are available athttps://www.cstproxy.com/quettaacquisition/2026. **You will need to use the control number appearing on your proxy card to vote via the Internet.
By:
Zihan Chen
Chairman of the Board of Directors and Chief Executive Officer
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| RISK FACTORS | 2 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 21 |
| PROPOSAL 1: THE EXTENSION AMENDMENT PROPOSAL | 26 |
| OTHER BUSINESS | 29 |
| ANNEX A: THE THIRD AMENDMENT AND RESTATED TO THE CERTIFICATE OF INCORPORATION | A-1 |
| PROXY | |
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Quetta Acquisition Corporation
1185 6th Avenue, Suite 349
New York, NY 10036
(212) 574-4425
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.