Charlton Aria Acquisition Corporation (CHAR) has entered into a definitive Business Combination Agreement with KQC Quantum, Inc., a Delaware corporation, to take the quantum computing and security company public. The agreement was signed on October 6, 2026.
Under the terms of the agreement, a newly formed Cayman Islands subsidiary of KQC Parent will merge with and into Charlton Aria, with Charlton Aria surviving as a wholly owned subsidiary of KQC Parent. Upon completion, the combined company is expected to list its shares on The Nasdaq Stock Market LLC under the ticker symbol "KQC."
The transaction values KQC at a pre-money equity value of $80,000,000. Charlton Aria shareholders will receive one share of KQC common stock for each Class A ordinary share they hold, and holders of Charlton Aria rights will receive one-eighth of one share of KQC common stock for each right. Existing KQC shareholders will roll 100% of their equity into the combined company.
The Business Combination Agreement includes a minimum cash condition of $30,000,000. Charlton Aria’s trust account held approximately $93.5 million as of September 25, 2026. The cash available at closing will depend on the level of redemptions by Charlton Aria shareholders and will be used for product engineering, customer delivery, working capital, and general corporate purposes.
Following the closing, the board of directors of the combined company will consist of seven directors, comprising four directors designated by KQC and three directors designated by Charlton Aria. KQC has agreed to deliver audited consolidated financial statements no later than November 30, 2026.
The transaction is expected to close in the first half of 2027, subject to approval by Charlton Aria shareholders, the effectiveness of a registration statement on Form S-4, approval of KQC’s common stock for listing on Nasdaq, and satisfaction of the minimum cash condition.
