Charlton Aria Acquisition Corp（CHAR）资讯与事件CHARCharlton Aria Acquisition Corp

KQC Quantum and Charlton Aria Enter Definitive Business Combination Agreement

KQC Quantum and Charlton Aria Acquisition Corporation entered into a definitive business combination agreement. Upon completion of the proposed transaction, 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. 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 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 $80M, at $11.00 per share. The transaction implies a pro forma equity value of approximately $215M, based on the assumptions set out in the investor presentation. Charlton Aria's trust account held approximately $93.5M as of September 25. 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. The Business Combination Agreement includes a minimum cash condition of $30M. 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, 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 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.