Charlton Aria Acquisition Corp: enters business combination agreement with KQC

What happened

• The filing states that on Oct 6, 2026 Charlton Aria Acquisition Corp entered into a Business Combination Agreement with KQC Quantum, Inc. (Parent), KQC MS Limited (Merger Sub), KQC Korea and ST Sponsor II Limited (Sponsor). The parties also entered a Sponsor Support Agreement and a Parent Support Agreement. The companies issued a joint press release on Oct 7, 2026, furnished as Exhibit 99.1.

Key details

• Equity value and consideration: the Business Combination Agreement sets the Equity Value at $80,000,000. The Per Share Merger Consideration is expected to equal one share of Parent Class A common stock after a required pre-closing recapitalization; no fractional shares will be issued (cash paid in lieu).
• Earnout: Parent legacy holders may receive up to 1,500,000 Earnout Shares in three tranches of 500,000 shares if Parent Class A common stock reaches VWAP thresholds of $12.50, $15.00 and $20.00 on any 20 trading days within any 30 consecutive trading days during the 5-year earnout period; unissued tranches vest on a change of control.
• Closing conditions and timing: the Minimum Net Cash Condition is $30,000,000 available at Closing. The agreement sets an outside date of Jun 30, 2027, automatically extendable 60 days if the Registration Statement has been filed but not declared effective. Parent must deliver PCAOB-audited consolidated financial statements by Nov 30, 2026 and may need to deliver additional audited financials by Feb 14, 2027 if the Registration Statement is not yet effective.
• sponsor and supporting stockholders: the Sponsor agreed to count and vote its Sponsor Shares in favor of the Transactions and not to redeem those shares prior to Closing; certain Parent stockholders agreed to vote in favor of the pre-closing recapitalization and the Merger and to lock up Subject Stock during the interim period.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) covering the Business Combination Agreement and related support and lock-up agreements, and Item 7.01 (Regulation FD disclosure) covering the joint press release. A filing does not show why the insider traded or why the company acted.