WILMINGTON, DE — Quantum computing company KQC Quantum Inc. has agreed to merge with Charlton Aria Acquisition Corporation (Nasdaq: CHAR) in a transaction valuing the combined business at approximately $215 million, providing a potential route to U.S. public markets as the South Korean technology company seeks capital to commercialize its computing and cybersecurity products.
The agreement values KQC at approximately $80 million before the transaction, with existing shareholders exchanging their holdings for stock valued at $11 per share. The combined company is expected to trade on Nasdaq under the ticker KQC following a closing targeted for the first half of 2027.
Charlton Aria, a special purpose acquisition company, held approximately $93.5 million in its trust account as of September 25. The amount ultimately available to KQC will depend on shareholder redemptions and transaction expenses.
The agreement requires at least $30 million in cash at closing, making investor withdrawals a significant consideration for the proposed combination.
Existing KQC shareholders will retain their entire equity investment in the combined company. They are expected to own approximately 37% of the business if no Charlton Aria shareholders redeem their shares, rising to approximately 47% under a scenario involving 50% redemptions.
The transaction also faces a near-term deadline. Charlton Aria must complete an initial business combination by October 25, 2026, unless shareholders approve an extension.
The company intends to seek that extension through an extraordinary shareholder meeting, allowing additional time to complete the merger.
KQC, founded in Busan, South Korea, in 2021, develops software and services intended to help businesses apply quantum computing to industrial problems and prepare their cybersecurity systems for advances in quantum technology.
Unlike companies developing quantum processors, KQC focuses on software, mathematical modeling and integration across different computing architectures.
Its Qubiteer platform, currently under development, uses artificial intelligence to translate business problems into mathematical models and determine whether conventional, quantum or hybrid computing resources are most suitable.
A demonstration version was introduced in June 2026. Initial applications include industrial optimization and scheduling.
KQC has worked with POSCO Holdings on battery cathode material research and Busan Transportation Corporation on urban rail scheduling optimization under a South Korean government-supported research program.
The company also provides access to third-party quantum computing systems, including D-Wave’s quantum annealing technology, rather than relying on a single hardware provider.
A second business line focuses on post-quantum cryptography, which is designed to protect sensitive information against future quantum computers capable of breaking widely used encryption methods.
The U.S. National Institute of Standards and Technology finalized its first three post-quantum cryptography standards in August 2024, establishing a framework for organizations beginning the transition to quantum-resistant security systems.
KQC supplies and integrates security hardware, authentication and encryption-key management products. It is also developing QuantumSpan, a platform intended to help businesses identify existing cryptographic systems and manage their transition to newer standards.
The company has completed paid cybersecurity proofs of concept with Industrial Bank of Korea and LS ITC.
Proceeds from the proposed merger are intended to support engineering work on Qubiteer, QuantumSpan and related security products, as well as customer implementation teams, product certifications and working capital.
KQC also plans to pursue security certifications, including South Korea’s KCMVP cryptographic module validation program.
Ji Hoon Kweon, chairman of KQC, said the company’s strategy centers on making quantum technology usable for existing business operations rather than depending on advances in quantum hardware alone.
“A Nasdaq listing gives us the capital and the visibility to bring this model to more customers, in Korea and beyond,” Kweon said.
KQC has begun developing distribution relationships outside South Korea, including a memorandum of understanding with GEM in September 2026 focused on Southeast Asia.
The merger has received approval from both companies’ boards of directors.
Under the agreement, Charlton Aria will become a wholly owned subsidiary of KQC’s Delaware parent company. Charlton Aria shareholders will receive one share of KQC common stock for each Class A ordinary share held, while holders of Charlton Aria rights will receive one-eighth of a KQC share for each right.
Completion remains subject to shareholder approval, an effective Securities and Exchange Commission registration statement, Nasdaq listing approval, the minimum cash requirement and other customary conditions.
Charlton Aria is expected to file additional transaction documents with the SEC, including a Form 8-K containing the business combination agreement. KQC also intends to file a Form S-4 registration statement containing a proxy statement and prospectus.
Those filings will be available through the SEC at www.sec.gov.
Baker McKenzie & KL Partners Joint Venture Law Firm is advising KQC, while Pillsbury Winthrop Shaw Pittman LLP represents Charlton Aria. Shinhan Accounting Corporation, an RSM International member firm, is serving as KQC’s independent auditor, and Maples Group is providing Cayman Islands legal counsel.
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