KQC Quantum files investor presentation for Charlton Aria merger

KQC Quantum, Inc. has released an investor presentation detailing a proposed business combination with Charlton Aria Acquisition Corporation (NASDAQ: CHAR). The document, dated October 2026, outlines the terms of the deal and the operations of KQC's subsidiary, Korea Quantum Computing Co., Ltd. The presentation serves as a preliminary disclosure for shareholders evaluating the transaction, which remains subject to regulatory approval and shareholder votes.

Korea Quantum Computing Co., Ltd. focuses on quantum computing and security products. The company tests its systems in the finance, industry, and public sectors. The proposed transaction involves KQC Quantum, Inc., acting as the parent entity, merging with the special purpose acquisition company. The filing states that the information provided is for informational purposes only and does not constitute investment, legal, or tax advice. Neither KQC Quantum, Inc. nor Charlton Aria Acquisition Corporation has independently verified the data presented in the document.

The presentation includes extensive forward-looking statements regarding the expected timing of the business combination and the anticipated benefits of the merger. These statements are based on current expectations and assumptions but are subject to risks outside the parties' control. The document explicitly warns that actual results may differ materially from these projections. Key risks cited include the potential failure to complete the business combination on time or at all, and the inability to obtain shareholder approval for either the merger or an extension of Charlton Aria's deadline.

Financial uncertainties are central to the risk disclosures. The filing notes that KQC's financial statements have not yet been audited under Public Company Accounting Oversight Board standards. There is a mention of potential material weaknesses in internal control over financial reporting and the costs associated with converting to U.S. generally accepted accounting principles. Additionally, the company faces risks related to its limited operating history, history of losses, and reliance on government-funded projects. Customer concentration is also listed as a factor that could impact future performance.

Regulatory hurdles present another layer of complexity for the transaction. The document highlights regulatory matters in both the Republic of Korea and the United States. Specific concerns include Korean regulation, the Foreign Exchange Transactions Act, and cross-border requirements. Currency fluctuations and geopolitical conditions on the Korean peninsula are also identified as potential obstacles. In the U.S., there is uncertainty regarding the federal income tax treatment of the business combination.

Charlton Aria Acquisition Corporation intends to file a proxy statement with the Securities and Exchange Commission in connection with an extension of its deadline to complete a business combination. KQC Quantum, Inc. plans to file a registration statement on Form S-4, which will include a proxy statement for Charlton Aria shareholders and a prospectus for KQC Quantum shareholders. These documents will be mailed to shareholders once declared effective. The filing urges investors to read these documents carefully as they contain important information about the transaction.

The presentation clarifies that it is not an offer to sell or a solicitation of an offer to buy any securities. No securities will be offered in jurisdictions where such actions would be unlawful before registration under local securities laws. Any offer of securities must be made through a prospectus that meets the requirements of Section 10 of the Securities Act of 1933. The document also notes that third-party citations and websites referenced are not incorporated by reference into this communication.

Directors and executive officers of both entities may be deemed participants in the solicitation of proxies from Charlton Aria shareholders. Information regarding their interests in Charlton Aria is set out in its filings with the Securities and Exchange Commission. Additional details about their interests will be included in the forthcoming proxy statements. The trademark rights for KQC, CHAR, and other companies remain with their respective owners.