Charlton Aria Acquisition Corp. disclosed that its audit committee did not satisfy Nasdaq’s requirement for at least three members meeting independence criteria from at least August 25, 2026. The company said it believes it regained compliance on October 22, 2026.
Director Kyoung Tak Kim, a partner of Leading Edge Advisory Inc. (LEA), served on the audit committee while the company paid LEA a $30,000 invoice under an accounting consulting agreement. The agreement and invoice predated Kim’s board appointment; the company paid the invoice in full on August 25. The board then removed Kim from the audit committee and appointed Wang Jo Cha, while appointing Kim to the compensation committee. Kim remains a director. The company said its units, Class A ordinary shares and rights continue to trade on Nasdaq.
Charlton Aria Acquisition Corp. shareholders approved extending the deadline to complete a business combination from October 25, 2026 to October 25, 2027, in up to twelve one-month extensions, assuming a business combination has not occurred. The company amended its charter and trust agreement to allow the extensions.
Each extension requires a deposit into the trust account by the Sponsor or one or more affiliates or designees of $0.03 per public share remaining outstanding after redemptions, capped at $60,000 per one-month extension. As of October 15, 2026, holders had exercised and not reversed redemption rights for 5,725,962 public shares, at approximately $11.03 per share redeemed.
ST Sponsor II Limited converted 1,464,999 Class B ordinary shares into 1,464,999 Class A ordinary shares; the converted shares are not entitled to trust-account distributions. After the conversion and meeting, the company had 4,579,037 Class A ordinary shares outstanding. The extension and trust amendment each received 7,721,514 votes for and 199,595 against.
Charlton Aria Acquisition Corp. (CHAR) furnished an investor presentation and webcast script on its proposed combination with KQC Quantum, Inc., under an agreement entered October 6, 2026. The agreement sets KQC Parent’s pre-money equity valuation at US$80 million; CHAR Class A shareholders would receive one KQC Parent common share per share, and each CHAR right would convert into one-eighth of a KQC Parent common share.
Assuming no redemptions, KQC fully diluted holders are projected to own 37.1% of the combined company and all other holders 62.9%. Up to 1,500,000 earnout shares may be issued to KQC legacy holders in three tranches at $12.50, $15.00 and $20.00. CHAR’s trust held approximately US$93.5 million as of September 25, 2026, but that balance is not cash to KQC. The US$30 million minimum cash condition is measured at closing; cash available depends on redemptions, financing and expenses.
The parties currently expect closing by June 30, 2027, subject to shareholder approvals, an effective registration statement, Nasdaq listing approval and other conditions. KQC says its financial statements have not yet been audited under PCAOB standards and may change materially.
Charlton Aria Acquisition Corp. asks shareholders to approve up to 12 one-month extensions of its business-combination deadline, from October 25, 2026 through October 25, 2027. The Sponsor, its affiliates or designees would deposit funds for each extension. Shareholders also vote on a related trust-agreement amendment and, if needed, adjournment; the business combination is not on this meeting’s ballot.
Charlton signed an agreement with KQC Quantum, Inc. on October 6, 2026. The transaction’s Equity Value is $80 million, with consideration expected to equal one Parent Class A share per Charlton share. Closing requires at least $30 million in available cash, unless the parties agree otherwise, plus shareholder approval, an effective registration statement and Nasdaq listing approval. Pre-closing Parent common-stock holders may receive up to 1,500,000 earnout shares over five years, with thresholds of $12.50, $15.00 and $20.00.
If the extension is not approved and no business combination is completed by October 25, 2026, Charlton would cease operations and liquidate. Its trust held approximately $93.5 million as of September 25, 2026, and the estimated redemption price was approximately $11.00 per share.
Charlton Aria Acquisition Corporation (CHAR) entered into an agreement on October 6, 2026, for KQC Quantum, Inc. to acquire it through a merger in which CHAR would survive as KQC’s wholly owned subsidiary. The agreement sets an $80 million Equity Value; KQC’s announcement describes the transaction as an approximately $80 million pre-money valuation at $11.00 per share. CHAR Class A holders are to receive one KQC share per share, and each CHAR right is to convert into one-eighth of a KQC share. The agreement says the per-share consideration is expected to equal one share after a required recapitalization.
Closing is expected in the first half of 2027 and depends on CHAR shareholder approval, an effective Form S-4, Nasdaq listing approval and other conditions, including at least $30 million in cash after redemptions and any private-placement proceeds. CHAR’s trust held approximately $93.5 million as of September 25, 2026; cash at closing depends on redemptions. CHAR intends to seek an extension of its October 25, 2026 business-combination deadline. KQC legacy holders may earn up to 1.5 million additional shares through three price-triggered tranches during the five years after closing.
Charlton Aria Acquisition Corp (CHAR) entered into a new working capital financing arrangement with its sponsor, ST Sponsor II Limited. On August 25, 2026, the company issued an unsecured Working Capital Note allowing the sponsor to lend up to US$500,000 for working capital. The note bears no interest except default interest at the prevailing short-term U.S. Treasury Bill rate and is payable on the earlier of the company’s initial business combination or its liquidation. At the sponsor’s option, amounts under the note may be converted into private units, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, at a $10.00 per unit conversion price, subject to an aggregate cap of $3,000,000 in convertible sponsor notes under the prospectus. Any units issued on conversion will be restricted from transfer, with limited exceptions, until completion of the initial business combination and will have registration rights.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of Class A ordinary shares of Charlton Aria Acquisition Corp. This amended Schedule 13G shows beneficial ownership of 388,670 Class A shares, representing 4.5% of the class.
Both entities report shared voting and dispositive power over all 388,670 shares and no sole voting or dispositive power. The filing is made on a joint basis under a joint filing agreement, with Goldman Sachs & Co. LLC identified as a subsidiary of The Goldman Sachs Group, Inc.
Charlton Aria Acquisition Corporation, a Cayman Islands SPAC, reported June 30, 2026 assets of $91,941,503, including $91,885,042 of cash and investments in its trust account and $56,461 of current operating assets.
For the three and six months ended June 30, 2026, it recorded net income of $567,766 and $1,267,638, driven mainly by interest and dividends on the trust account of $804,029 and $1,590,509, partly offset by formation and operating costs of $236,263 and $322,872.
The company held only $7,194 of cash outside the trust and had a working capital deficit of $1,358,088, supported by $1,235,558 of non‑interest‑bearing Working Capital Loans from its sponsor, including $850,000 deposited for an initial extension. A further $850,000 was deposited on August 3, 2026, moving the current business combination deadline to October 25, 2026. Management states that the limited liquidity, reliance on sponsor financing, and risk of not completing a business combination by this Combination Deadline raise substantial doubt about the company’s ability to continue as a going concern.
Charlton Aria Acquisition Corporation obtained a second three-month extension to complete an initial business combination after its sponsor, ST Sponsor II Limited, deposited $850,000 into the SPAC’s trust account on August 3, 2026, moving the deadline from July 25, 2026 to October 25, 2026.
In connection with this deposit, the company issued an unsecured, non-interest-bearing promissory note for $850,000 to the sponsor, payable at the earlier of a business combination or liquidation. At the sponsor’s option, the note may be converted into private units at $10.00 per unit, subject to a $3,000,000 aggregate cap on convertible sponsor notes and transfer restrictions until completion of a business combination.
Charlton Aria Acquisition Corporation appointed Paul Strickland as Chief Financial Officer and a director, effective July 22, 2026, with Board approval on July 24, 2026. On the same effective date, the Board named Kyoung Tak Kim and Wang Jo Cha as independent directors. As a result, Jung Min Lee ceased serving as acting Chief Financial Officer on July 22, 2026.
Kim joins the Board’s audit committee, bringing over 18 years of public accounting and audit experience, while Cha joins the compensation committee after four decades in public finance administration and capital markets regulation. The company entered into offer letters and indemnification agreements with the new appointees.