KQC Quantum and Charlton Aria Agree on Nasdaq Business Combination

Insider Brief

• KQC Quantum and Charlton Aria Acquisition Corporation have entered into a definitive business combination agreement that would take KQC public on Nasdaq under the expected ticker KQC.
• KQC plans to use the transaction proceeds to develop its Qubiteer quantum computing platform, QuantumSpan security platform and other quantum-safe products while expanding customer and delivery teams.
• The proposed transaction values KQC at approximately $80 million pre-money and is expected to close in the first half of 2027, subject to shareholder, SEC, Nasdaq, minimum-cash and other conditions.

PRESS RELEASE — KQC Quantum, Inc. (“KQC Parent”), the Delaware parent company of Korea Quantum Computing Co., Ltd. (“KQC” or the “Company”), which helps enterprises adopt quantum computing and quantum-safe security, and Charlton Aria Acquisition Corporation (Nasdaq: CHAR) (“Charlton Aria”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”).

Upon completion of the proposed transaction (the “Business Combination”), Charlton Aria will become a wholly owned subsidiary of KQC Parent, with shares of common stock of the combined company expected to trade on The Nasdaq Stock Market under the ticker symbol “KQC.”

The Business Combination is expected to give KQC access to the U.S. public capital markets to fund its next stage of commercialization: engineering Qubiteer and its quantum-safe security platform into repeatable products, building the teams that turn customer pilots and proofs of concept into deployments, and completing product security certifications.

Putting Quantum Technology to Work for Enterprises

KQC was founded in Busan in 2021 on the view that enterprises adopt quantum technology not because of hardware milestones alone, but when a real business problem can be expressed in a form a computer can solve, run on the right resource, and delivered in a way that fits their systems and security requirements. KQC does not build quantum processors. It focuses on the work between hardware and industry — problem definition, mathematical modeling, solver selection, execution and integration — and on protecting enterprise systems as quantum computing advances.

Qubiteer: AI-driven hybrid quantum computing

Currently in development with a demo launched in June 2026, Qubiteer lets a user describe a business problem and its constraints. AI builds and checks the corresponding mathematical model, Qubiteer compares classical, quantum and hybrid solvers for the workload, and results are presented against the business objective. Because the platform selects the approach that fits each problem, customers can benefit from today’s classical and hybrid methods while gaining a path to quantum hardware as it improves. Initial application areas include industrial optimization and scheduling.

Quantum computing services and multi-vendor access

KQC provides applied research, modeling and quantum computing access to enterprise and research customers. As an example, it works with D-Wave’s quantum annealing systems through D-Wave’s Leap quantum cloud service. Since 2022, KQC has carried out projects across materials, transportation and pharmaceutical research, including the search for high-performance cathode materials for secondary batteries with POSCO Holdings, which combined quantum optimization with first-principles calculations, and train and crew scheduling optimization for Busan’s urban rail network with Busan Transportation Corporation under a national R&D program supported by Korea’s Ministry of Science and ICT. KQC researchers have also co-authored peer-reviewed research applying quantum annealing to real-world data.

Quantum-safe security

Organizations need to replace the public-key cryptography that protects today’s systems before large-scale quantum computers can break it, and because sensitive data can be captured now and decrypted later, that transition has already begun. The U.S. National Institute of Standards and Technology finalized its first three post-quantum cryptography standards in August 2024. KQC helps enterprises plan and carry out this migration. Through partnerships, KQC supplies and integrates post-quantum hardware security modules and key and secrets management. It is also developing its own products for hardware-based authentication and embedded key protection, as well as QuantumSpan, a platform designed to help enterprises inventory their cryptographic assets and manage migration across their existing security infrastructure. KQC has completed paid post-quantum security proofs of concept with Industrial Bank of Korea (IBK) and LS ITC.

Commercialization and Growth Strategy

KQC grows through repeatable customer outcomes. In quantum computing, it starts with a defined customer problem, demonstrates value against a classical baseline, and then expands Qubiteer usage by reusing validated models across related workloads. In security, it starts with a priority system, validates compatibility in a paid pilot, deploys the selected products, and extends coverage and support over time, with QuantumSpan designed to turn migration projects into platform subscriptions.

KQC operates in a market shaped by national policy: Korea has adopted a national quantum strategy and a dedicated law to promote quantum science, technology and industry. KQC is also building partner channels outside Korea, beginning in Southeast Asia with a memorandum of understanding with GEM announced in September 2026.

Following completion of the Business Combination, KQC expects to use the proceeds for product engineering for Qubiteer, QuantumSpan and its security products; customer delivery and industry-solution teams; completing security certifications, including KCMVP; public-company readiness; and working capital and general corporate purposes.

Management Commentary

Ji Hoon Kweon, Chairman of KQC, said: “Today’s agreement is an important step for KQC. When we founded the company in 2021, we believed enterprises would adopt quantum technology not because of hardware milestones, but when someone could take a real business problem, connect it to the right computing and security tools, and deliver a result they could use. That is the work we have been doing with Korean industrial and financial customers, and Qubiteer and our security products are designed to make it repeatable. A Nasdaq listing gives us the capital and the visibility to bring this model to more customers, in Korea and beyond, and we are excited to continue accelerating customer adoption.”

Jung Min Lee, Chairman and Chief Executive Officer of Charlton Aria, said: “We looked for a company with real customer engagements, products in the market and a clear use for public capital. KQC has built its business around what enterprises can use today: software that makes hybrid quantum computing practical, and security products for a migration that is already under way. We believe this transaction gives KQC the resources for its next stage of growth.”

Transaction Overview

The Business Combination Agreement has been approved by the boards of directors of KQC and Charlton Aria. Under the agreement, a newly formed Cayman Islands subsidiary of KQC Parent (“Merger Sub”) will merge with and into Charlton Aria, with Charlton Aria surviving as a wholly owned subsidiary of KQC Parent. 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.

The transaction values KQC at a pre-money equity value of approximately $80 million, at $11.00 per share. The transaction implies a pro forma equity value of approximately $215 million, based on the assumptions set out in the investor presentation.

Charlton Aria’s trust account held approximately $93.5 million as of September 25, 2026. The cash available to the combined company at closing will depend on the level of redemptions by Charlton Aria shareholders, including in connection with the extension meeting described below. The Business Combination Agreement includes a minimum cash condition of $30 million.

The cash available at closing is expected to be used for the purposes described above, to pay transaction expenses, and for working capital and general corporate purposes.

Existing KQC shareholders will roll 100% of their equity into the combined company and are expected to own approximately 37% of the combined company at closing assuming no redemptions by Charlton Aria shareholders, and approximately 47% assuming a 50% redemption scenario.

The Business Combination is expected to close during the first half of 2027, subject to approval by Charlton Aria shareholders, the registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (“SEC”), approval of KQC’s common stock for listing on Nasdaq, satisfaction of the minimum cash condition, and other customary closing conditions.

Charlton Aria must complete its initial business combination by October 25, 2026 unless its shareholders approve an extension. Charlton Aria intends to call an extraordinary general meeting of its shareholders to approve an extension of that date to allow time to complete the Business Combination. Details will be set out in a proxy statement to be filed with the SEC.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement, will be provided in Charlton Aria’s Current Report on Form 8-K to be filed with the SEC and available at www.sec.gov. KQC intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement of Charlton Aria and a prospectus of KQC relating to the Business Combination.

Advisors

Baker McKenzie & KL Partners Joint Venture Law Firm is serving as legal counsel to KQC. Shinhan Accounting Corporation, a member firm of the RSM International network, has been engaged as KQC’s independent auditor.

Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to Charlton Aria.

Maples Group is serving as Cayman Islands counsel.