Charlton Aria Acquisition Corporation, a special purpose acquisition company listed on Nasdaq under the ticker CHAR, has entered into a definitive business combination agreement with KQC Quantum, Inc., a Delaware corporation. The agreement was executed on October 6, 2026, and is expected to result in KQC Quantum becoming a publicly traded company following the merger.
Under the terms of the agreement, KQC MS Limited, a Cayman Islands subsidiary of KQC Quantum, will merge with and into Charlton Aria Acquisition Corporation. Charlton Aria is expected to survive the transaction as a wholly owned subsidiary of KQC Quantum. The transaction is targeted to close in the first half of calendar year 2027, subject to the satisfaction of customary closing conditions.
Charlton Aria Acquisition Corporation currently holds approximately $93.5 million in cash in trust as of September 25, 2026, before redemptions. The company is an emerging growth company and its units consist of one Class A ordinary share and one right to acquire one-eighth of a Class A ordinary share.
Attached to the filing are an investor presentation dated October 2026 and a script for a joint investor webcast scheduled for 10:30 a.m. Eastern Time on Thursday, October 8, 2026. The webcast will be accessible on KQC Quantum’s website at www.kqcquantum.com/webcast.
In connection with the transaction, KQC Quantum intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission. This registration statement will include a proxy statement for Charlton Aria’s shareholders and a prospectus for KQC Quantum. Once declared effective, the definitive proxy statement/prospectus will be mailed to Charlton Aria’s shareholders.
