Monitor the shareholder extension vote and redemption levels, which will determine the cash available at closing. The S-4 registration statement timeline and SEC review will be key milestones. KQC's ability to convert customer pilots into production deployments and achieve earnout price targets will drive post-close valuation.
Price Chart
Executive Summary
Charlton Aria Acquisition Corp (CHAR) entered into a definitive business combination agreement with KQC Quantum, Inc., the Delaware parent of Korea Quantum Computing Co., Ltd. (KQC), a South Korean enterprise quantum computing and quantum-safe security company. The transaction values KQC at an $80 million pre-money equity value, with CHAR shareholders receiving one share of KQC common stock per CHAR share. The deal is expected to close in H1 2027, subject to shareholder approval, an extension of CHAR's business combination deadline, and a minimum cash condition of $30 million.
Key Financial Metrics
Key Facts
- KQC pre-money equity value of $80 million at $11.00 per share
- CHAR trust account held approximately $93.5 million as of September 25, 2026
- Minimum cash condition of $30 million at closing
- Existing KQC shareholders to roll 100% of equity and own ~37% of combined company (no redemptions) or ~47% (50% redemption scenario)
- Up to 1,500,000 earnout shares for KQC legacy holders at $12.50, $15.00, and $20.00 price targets
- Combined company to list on Nasdaq under ticker 'KQC'
- CHAR must extend its business combination deadline beyond October 25, 2026 via shareholder vote
- Sponsor (ST Sponsor II Limited) holds 255,000 private placement shares and 1,905,000 founder shares; agreed to vote for and not redeem
- Parent support agreements cover 910,621 shares of KQC common stock (three holders with 361,060; 362,060; 95,834; and 91,667 shares)
- De-SPAC cost cap of $2,500,000 (with exceptions for D&O tail policy and fairness opinion)
- Outside date for closing is June 30, 2027 (auto-extended 60 days if S-4 filed but not effective)
- KQC has completed quantum computing projects with POSCO Holdings and Busan Transportation Corp; paid post-quantum security PoCs with IBK and LS ITC
Financial Impact
Pre-money equity value of $80 million; combined pro forma equity value ~$215 million; trust account ~$93.5M; minimum $30M cash condition
Risk Factors
- Failure to obtain shareholder approval for business combination or deadline extension
- High redemptions could reduce cash below the $30 million minimum condition
- Delays in PCAOB audit or SEC review of the S-4 registration statement
- KQC's early-stage commercialization and reliance on third-party quantum hardware
- Korean regulatory approvals (FETA, FIPA) and potential national core technology designation
- Convertible debt consent requirements may not be obtained
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-107409 |
| Document: ea0307796-8k425_charlton.htm | 0001213900-26-107409 |
| Document: ea030779601ex10-2.htm | 0001213900-26-107409 |
| Document: ea030779601ex99-1.htm | 0001213900-26-107409 |
| Document: ea030779601ex10-1.htm | 0001213900-26-107409 |
| Document: 0001213900-26-107409-index-headers.html | 0001213900-26-107409 |
| Document: 0001213900-26-107409-index.html | 0001213900-26-107409 |
| Document: 0001213900-26-107409.txt | 0001213900-26-107409 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | 8-K | $11.00 | awaiting T+5 | — | $11.00 (0.00%) |
Oct 22, 2026 4d ago | 425 | $11.00 | awaiting T+5 | — | $11.00 (0.00%) |
Oct 22, 2026 4d ago | 8-K | $11.00 | awaiting T+5 | — | $11.00 (0.00%) |
Oct 8, 2026 19d ago | 425 | $11.00 $10.96 | ▼ −0.36% | ▼ −0.09% | $11.00 (0.00%) |
Oct 8, 2026 19d ago | 8-K | $11.00 $10.96 | ▼ −0.36% | ▼ −0.09% | $11.00 (0.00%) |
Oct 7, 2026 20d ago | DEF 14A | $11.00 $10.99 | ▼ −0.05% | ▲ +0.93% | $11.00 (+0.05%) |
Oct 7, 2026 20d ago | 425 | $11.00 $10.99 | ▼ −0.05% | ▲ +0.93% | $11.00 (+0.05%) |
Oct 7, 2026 20d ago | 8-K | $11.00 $10.99 | ▼ −0.05% | ▲ +0.93% | $11.00 (+0.05%) |
Aug 5, 2026 11w ago | 8-K | $10.89 $10.91 | ▲ +0.18% | ▼ −0.17% | $11.00 (+1.01%) |
Jul 28, 2026 12w ago | 8-K | $10.89 $10.89 | · 0.00% | ▼ −5.53% | $11.00 (+1.01%) |
US Market Status
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