Charlton Aria to combine with KQC Quantum and KQC Korea in SPAC merger

Charlton Aria Acquisition Corp

On October 6, 2026, Charlton Aria entered a Business Combination Agreement with KQC Quantum, KQC MS Limited, KQC Korea and sponsor ST Sponsor II Limited.
Merger consideration uses $80,000,000 Equity Value; each Charlton Aria share converts into Parent Class A stock, expected to be one share, with Rights converting at 1/8 share.
Parent Legacy Holders can receive up to 1,500,000 Earnout Shares in three 500,000-share tranches if Parent stock hits $12.50, $15.00 or $20.00 for 20 of 30 trading days.
Closing needs at least $30,000,000 cash; termination outside date is June 30, 2027, extendable 60 days if S-4 is filed but not effective; expense cap is $2,500,000.
Sponsor holds 255,000 Class A shares and 1,905,000 Founder Shares; Supporting Parent Stockholders hold 910,621 Parent shares under support agreements.

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