Charlton Aria Acquisition Corp 8-K, filed Oct 7, 2026
Charlton Aria Acquisition Corp (CHAR)
About this 8-K
Charlton Aria Acquisition Corp filed this 8-K on October 7, 2026, reporting on events of October 6, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2026, Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with KQC Quantum, Inc., a Delaware corporation (“Parent”), KQC MS Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), and, for the limited purposes specified therein, Korea Quantum Computing Co., Ltd., a corporation organized under the laws of the Republic of Korea (“KQC Korea”) and ST Sponsor II Limited, a Cayman Islands exempted company (the “Sponsor”).
Business Combination Agreement
Structure of the Business Combination
Prior to the execution of the Business Combination Agreement, the shareholders of KQC Korea transferred all of the issued and outstanding shares of KQC Korea to Parent in exchange for shares of common stock of Parent (the “Reorganization”), with the result that Parent is the direct legal and beneficial owner of 100% of the issued and outstanding shares of KQC Korea. The Business Combination Agreement provides that the Reorganization is complete and that no further step in respect of KQC Korea is required in order to consummate the transactions contemplated by the Business Combination Agreement (the “Transactions”).
Immediately prior to, and conditioned upon the occurrence of, the Effective Time (as defined below), Parent will effect a share subdivision, share split, reverse share split, share dividend or other recapitalization of its common stock (the “Pre-Closing Recapitalization”) such that (i) a sufficient number of shares of Parent common stock is authorized but unissued to permit Parent to issue the shares issuable pursuant to the Business Combination Agreement, the shares reserved under the equity incentive plan to be adopted by Parent (the “Equity Incentive Plan”) and the Earnout Shares (as defined below), and (ii) the quotient of the Equity Value divided by the Fully Diluted Parent Stock (each as defined below) is equal to the Reference Price (as defined below). The Pre-Closing Recapitalization will be effected pro rata and will not alter the relative percentage interests among the existing holders of Parent common stock.
At the closing of the Transactions (the “Closing”), and in accordance with sections 232 to 239 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent (the time at which the Merger becomes effective, the “Effective Time”). Parent has agreed to apply, in its own name, for the initial listing on The Nasdaq Stock Market LLC (“Nasdaq”) of the shares of its Class A common stock, par value $0.0001 per share (“Parent Class A Common Stock”), to be issued pursuant to the Business Combination Agreement. The parties intend that, upon the Effective Time, Parent will be the successor issuer to the Company for purposes of Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Merger Consideration
At the Effective Time, by virtue of the Merger: (i) each Class A ordinary share of the Company issued and outstanding immediately prior to the Effective Time (other than shares validly redeemed and shares in respect of which dissenter rights have been validly exercised and not withdrawn or lost under section 238 of the Cayman Companies Act) will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined below); (ii) each Class B ordinary share of the Company (each, a “Founder Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive the Per Share Merger Consideration, subject to any forfeiture, deferral or earn-back arrangements mutually agreed among the parties to the Business Combination Agreement; (iii) each right of the Company outstanding immediately prior to the Effective Time (each, a “Right”) will cease to represent a right to acquire Class A ordinary shares of the Company and will instead be cancelled and converted into a number of shares of Parent Class A Common Stock equal to the Per Share Merger Consideration divided by eight; and (iv) each unit of the Company outstanding immediately prior to the Effective Time that has not previously been separated will automatically be separated into its component Class A ordinary share and Right, which will be treated as described in clauses (i) and (iii) above.
The “Per Share Merger Consideration” is a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Reference Price divided by (ii) the quotient of the Equity Value divided by the Fully Diluted Parent Stock. The “Equity Value” is $80,000,000. The “Reference Price” is the amount per Class A ordinary share of the Company that would be payable out of the Company’s trust account (the “Trust Account”) on a redemption, calculated in accordance with the Company’s amended and restated memorandum and articles of association (as amended) as of the date that is two business days prior to the date on which the proxy statement/prospectus relating to the Transactions is first mailed to the Company’s shareholders, or such other date as Parent and the Company may agree in writing. The “Fully Diluted Parent Stock” is the total number of shares of Parent common stock issued and outstanding immediately prior to the Effective Time, including any shares issuable in respect of the Convertible Debt (as defined below) or reserved under the Equity Incentive Plan, the continuing awards outstanding under the Equity Incentive Plan and the option grants to be made at the Closing. Because the Pre-Closing Recapitalization is required to be effected such that the quotient of the Equity Value divided by the Fully Diluted Parent Stock is equal to the Reference Price, the Per Share Merger Consideration is expected to be equal to one share of Parent Class A Common Stock.
No fractional shares of Parent Class A Common Stock will be issued in the Merger. In lieu thereof, each holder who would otherwise be entitled to a fractional share will receive an amount in cash, without interest, equal to the product of the Reference Price and the fraction concerned, rounded to the nearest whole cent.
Earnout
Following the Closing, the holders of Parent common stock as of immediately prior to the Effective Time (the “Parent Legacy Holders”) will be entitled to receive up to 1,500,000 additional shares of Parent common stock (the “Earnout Shares”), measured after giving effect to the Pre-Closing Recapitalization, in three separate tranches of 500,000 shares each during the five years commencing on the date of the Closing (the “Earnout Period”). A tranche is earned when the daily volume-weighted average trading price of Parent Class A Common Stock equals or exceeds $12.50, $15.00 or $20.00, respectively, on any 20 trading days within any 30 consecutive trading days entirely within the Earnout Period. Each tranche may be earned only once, and more than one tranche may be earned during the same period. Upon a change of control of Parent during the Earnout Period, all Earnout Shares not previously issued will be deemed earned and will be issued immediately prior to the consummation of such change of control.
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Convertible Debt
KQC Korea has outstanding convertible bonds and other convertible debt instruments (the “Convertible Debt”). Because KQC Korea is not a constituent company in the Merger, the Convertible Debt will not be assumed by the surviving company by operation of the Merger. Prior to the Closing, Parent has agreed to use, and to cause KQC Korea to use, reasonable best efforts to obtain from each holder of Convertible Debt a written consent and amendment providing that KQC Korea will remain the obligor in respect of the Convertible Debt and that, upon conversion following the Closing, the holder will receive shares of Parent Class A Common Stock in lieu of shares of KQC Korea.
Governance Following the Closing
Effective as of the Effective Time, the board of directors of Parent will consist of seven directors, comprising four directors designated by Parent and three directors designated by the Company, together with the number of directors qualifying as “independent” within the meaning of the applicable Nasdaq listing rules and SEC regulations required to satisfy Nasdaq’s initial and continued listing standards, one of whom will be designated by the Company and three of whom will be designated by Parent. Parent will establish an audit committee, a compensation committee and a nominating and corporate governance committee, each satisfying the applicable Nasdaq and SEC requirements.
Representations, Warranties and Covenants
The Business Combination Agreement contains customary representations, warranties and covenants of the parties. The representations and warranties do not survive the Closing, and there are no post-Closing indemnification obligations under the Business Combination Agreement, in each case other than in respect of fraud or wilful breach. The covenants include, among others, covenants relating to the conduct of the respective businesses of the Company and of Parent and its subsidiaries prior to the Closing, the preparation and filing by Parent of a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of the Company and a prospectus of Parent, the Company’s pursuit of an extension of the deadline by which it must consummate an initial business combination, reciprocal exclusivity, Parent’s efforts to satisfy Nasdaq’s initial listing requirements, the parties’ cooperation in seeking a private placement financing and any backstop arrangement, and Parent’s responsibility for the costs and expenses of the Transactions, subject to a cap of $2,500,000 and specified exceptions.
Parent has also agreed to engage, and to cause KQC Korea to engage, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (the “PCAOB”) and reasonably acceptable to the Company no later than 15 business days after the date of the Business Combination Agreement, to convert the historical financial statements of Parent and its subsidiaries from Korean generally accepted accounting principles to generally accepted accounting principles in the United States, and to deliver audited consolidated financial statements for each period required by Regulation S-X to be included in the Registration Statement, audited in accordance with the standards of the PCAOB, no later than November 30, 2026. Parent has further agreed to deliver such additional, updated or re-audited financial statements as are necessary in order that the Registration Statement contains financial statements satisfying the age requirements of Regulation S-X at the time the Registration Statement is declared effective including, if the Registration Statement has not been declared effective on or before February 14, 2027, to deliver audited consolidated financial statements for the fiscal year ended December 31, 2026, audited in accordance with the standards of the PCAOB.
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The Business Combination Agreement provides that, at any time prior to receipt of the approval of the Company’s shareholders, the board of directors of the Company may, subject to specified notice and matching rights in favor of Parent, change its recommendation in respect of the Transactions or cause the Company to terminate the Business Combination Agreement in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Business Combination Agreement), if the failure to take such action would be inconsistent with the fiduciary duties of the board of directors of the Company under applicable law.
Conditions to Closing
The obligation of each party to consummate the Transactions is subject to the satisfaction or waiver of customary conditions, including: the absence of any law or order prohibiting the Transactions; receipt of the approval of the Company’s shareholders; the Registration Statement having been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), with no stop order in effect or threatened; approval for listing on Nasdaq of the shares of Parent Class A Common Stock to be issued pursuant to the Business Combination Agreement, subject only to official notice of issuance; approval of an extension of the deadline by which the Company must consummate an initial business combination to a date not earlier than the date of the Closing; the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the aggregate cash available at the Closing, including funds remaining in the Trust Account after giving effect to all shareholder redemptions and the net proceeds of any private placement financing, being not less than $30,000,000 or such other amount as the Company and Parent may agree in writing (the “Minimum Net Cash Condition”).
The obligation of the Company to consummate the Transactions is subject to additional conditions, including the accuracy of the representations and warranties of Parent and Merger Sub and their performance of their covenants, delivery of the PCAOB-audited financial statements described above, the execution and delivery of ancillary agreements, receipt of consents in respect of the Convertible Debt, receipt of other specified consents, approvals and filings, Parent’s procurement of a directors’ and officers’ liability insurance “tail” policy, the filing of Parent’s amended and restated certificate of incorporation, the adoption of the Equity Incentive Plan and the making of the option grants contemplated at the Closing, Parent’s delivery of an independent valuation report addressing the fair market value of Parent as of a date not more than 60 days prior to the date of the Closing, and the absence of a continuing Parent Material Adverse Effect (as defined in the Business Combination Agreement). The obligation of Parent and Merger Sub to consummate the Transactions is subject to additional conditions, including the accuracy of the Company’s representations and warranties and its performance of its covenants, the execution and delivery of the ancillary agreements, the instruction of the trustee to release the funds in the Trust Account, the Company’s receipt of an independent fairness opinion from a U.S.-credentialed financial adviser reasonably acceptable to Parent, and the absence of a continuing SPAC Material Adverse Effect (as defined in the Business Combination Agreement).
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Termination
The Business Combination Agreement may be terminated at any time prior to the Closing in specified circumstances, including: by mutual written consent of Parent and the Company; by either Parent or the Company if the Closing has not occurred on or before June 30, 2027, which date is automatically extended for an additional 60 days if the Registration Statement has been filed with the SEC but has not yet been declared effective; by either party if a governmental authority has issued a final and non-appealable order permanently prohibiting the Transactions; by either party if the approval of the Company’s shareholders is not obtained at the meeting convened for that purpose; by either party if the extension of the Company’s deadline to consummate an initial business combination is not approved, if that deadline passes without the Closing having occurred, or if the Company becomes required to redeem its Class A ordinary shares and liquidate the Trust Account; by either party upon an uncured breach by the other party; by either party if the Minimum Net Cash Condition is incapable of being satisfied as of the date of the Closing; by the Company if the financial statements described above are not delivered by the applicable date specified in the Business Combination Agreement; by the Company in order to enter into a definitive agreement providing for a Superior Proposal, subject to compliance with the applicable notice and matching provisions; and by the Company if, during the 45-day period following the date of the Business Combination Agreement, it discovers any fact, circumstance or condition relating to Parent and its subsidiaries that it reasonably believes is material and adverse to them, individually or in the aggregate.
Upon a valid termination, the Business Combination Agreement will become void without liability on the part of any party, except that no termination will relieve any party of liability for fraud or wilful breach and except that specified provisions, including those relating to confidentiality, the extension, the costs and expenses of the Transactions and the effect of termination, will survive in accordance with their terms.
Intended Tax Treatment
For United States federal income tax purposes, the parties intend that the Merger, together with the Reorganization, will satisfy the requirements of Section 351 of the Internal Revenue Code of 1986, as amended.
The foregoing description of the Business Combination Agreement is not complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties made to one another as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Business Combination Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating its terms, including qualification by disclosure schedules that are not filed publicly and that may apply contractual standards of materiality in a way that differs from what may be viewed as material to shareholders. Accordingly, investors should not rely on the representations, warranties and covenants, or any description of them, as characterizations of the actual state of facts or condition of any party or any of its affiliates.
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Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, Parent and the Sponsor entered into a Sponsor Support Agreement, dated October 6, 2026 (the “Sponsor Support Agreement”). The Sponsor holds 255,000 Class A ordinary shares of the Company underlying the Company’s private placement units and 1,905,000 Founder Shares (collectively, the “Sponsor Shares”).
Pursuant to the Sponsor Support Agreement, during the period from the date of the Sponsor Support Agreement until the earlier of the Closing and the valid termination of the Business Combination Agreement, the Sponsor has agreed, for the benefit of Parent, to (i) cause all Sponsor Shares to be counted as present at the meeting of the Company’s shareholders convened to approve the Transactions, including any adjournment or postponement of that meeting, for purposes of calculating a quorum, (ii) vote all Sponsor Shares in favor of the proposals to be submitted to the Company’s shareholders in connection with the Transactions, (iii) not redeem any Sponsor Shares, including in connection with that meeting or any meeting convened to approve an extension of the deadline by which the Company must consummate an initial business combination, and (iv) comply with the transfer restrictions set forth in the letter agreement, dated October 24, 2024, among the Company, the Sponsor and certain officers and directors of the Company (the “Insider Letter”), subject to the exceptions set forth therein. Any permitted transferee of Sponsor Shares must enter into a written agreement with Parent and the Company agreeing to be bound by the provisions of the Sponsor Support Agreement and the Insider Letter.
The Company has agreed to enforce the Insider Letter in accordance with its terms and not to amend, modify or waive any provision of the Insider Letter without the prior written consent of Parent, which consent may not be unreasonably withheld, delayed or conditioned. The Sponsor Support Agreement also contains customary representations and warranties of the Sponsor, including as to its ownership of the Sponsor Shares, and provides that securities of the Company subsequently issued to, or acquired by, the Sponsor will be subject to its terms. The Sponsor Support Agreement terminates on the earlier of the Closing and the valid termination of the Business Combination Agreement in accordance with its terms.
The foregoing description of the Sponsor Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Parent Support Agreement
In connection with the Business Combination Agreement, on October 6, 2026, the Company, Parent and certain stockholders of Parent (the “Supporting Parent Stockholders”) entered into a Parent Support Agreement (the “Parent Support Agreement”). The Supporting Parent Stockholders hold in the aggregate 910,621 shares of Parent common stock (such shares, the “Subject Stock”).
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Pursuant to the Parent Support Agreement, during the period from the date of the Parent Support Agreement until the earlier of the Closing and the valid termination of the Business Combination Agreement (the “Interim Period”), each Supporting Parent Stockholder has agreed, with respect to all of its Subject Stock, to (i) be present, or be counted as present, for purposes of establishing a quorum at each meeting of Parent’s stockholders at which such holder is entitled to vote, (ii) vote, or deliver a written consent, in favor of the adoption and approval of the Pre-Closing Recapitalization, the Merger, the Business Combination Agreement, the ancillary agreements, any amendments to Parent’s organizational documents and the other Transactions, (iii) vote against any acquisition proposal or other proposal for the acquisition of Parent, any proposal that could reasonably be expected to delay or impair Parent’s ability to consummate the Transactions, and any proposal in competition with or materially inconsistent with the Business Combination Agreement or the ancillary agreements, and (iv) vote against any material change in Parent’s present capitalization, organizational documents, corporate structure or business other than as contemplated by the Business Combination Agreement or the ancillary agreements. Any written consent requested by Parent must be delivered within 24 hours of the request.
Each Supporting Parent Stockholder has also agreed to execute and deliver related documentation and take other action in support of the Transactions as reasonably requested by Parent or the Company, including stockholder written consents and applicable ancillary agreements, and the Parent Support Agreement contemplates that certain of the Supporting Parent Stockholders will enter into a Lock-Up Agreement.
During the Interim Period, each Supporting Parent Stockholder has agreed not to, without the Company’s prior written consent, transfer, pledge, encumber or otherwise dispose of any Subject Stock, enter into any contract, option, derivative or hedging arrangement with respect to a transfer of Subject Stock, grant any proxy or power of attorney with respect to the Subject Stock, permit any lien on the Subject Stock other than specified permitted exceptions, deposit the Subject Stock in a voting trust or subject it to any voting arrangement other than a stockholders’ agreement effective only from and after the Closing, or take any action that would have the effect of adversely affecting the Supporting Parent Stockholder’s ability to perform its obligations. Parent has agreed not to permit or effect any transfer of Subject Stock in violation of the Parent Support Agreement.
Subject to and conditioned upon, and effective as of, the Closing, each Supporting Parent Stockholder will release the Company, Parent and their respective past and present directors, officers, employees, agents, predecessors, successors, assigns and subsidiaries from claims arising out of or relating to such holder’s capacity as a current or former holder of equity securities of Parent in respect of acts, omissions, events or circumstances occurring or existing at or prior to the Closing. The release excludes, among other things, claims arising under the Business Combination Agreement, the Parent Support Agreement and the other ancillary agreements, rights to indemnification, exculpation, contribution, reimbursement or advancement of expenses under Parent’s or KQC Korea’s organizational documents or any indemnity agreement, rights under any directors’ and officers’ liability insurance or tail policy, and claims for compensation, expense reimbursement or benefits or under any employment or similar agreement with any Group Company.
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The foregoing description of the Parent Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Parent Support Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Ancillary Agreements
At or prior to the Closing, the Sponsor and each Parent Legacy Holder holding five percent or more of the outstanding shares of Parent common stock as of immediately prior to the Effective Time will enter into a lock-up agreement with the Company and Parent (each, a “Lock-Up Agreement”), in the form attached as an exhibit to the Business Combination Agreement. Pursuant to the Lock-Up Agreements, each such holder will agree not to transfer the shares of Parent common stock issued, issuable or retained by such holder in connection with the Transactions, together with any securities paid as dividends or distributions in respect of those shares or into which those shares are exchanged or converted (such holder’s “Restricted Securities”), during the period commencing on the date of the Closing and ending on the earliest of (x) the date that is six months after the Closing, (y) with respect to up to 50% of such holder’s Restricted Securities, the date on which the closing price of the Parent Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 consecutive trading day period commencing after the date of the Closing, and (z) the date on which Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all holders of Parent common stock having the right to exchange their shares for cash, securities or other property.
The Business Combination Agreement further contemplates that, at the Closing, Parent, the Sponsor and certain Parent Legacy Holders will enter into a registration rights agreement.
The foregoing description of the Lock-Up Agreements is not complete and is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit A to Exhibit 2.1 to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 7, 2026, the Company and Parent issued a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
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The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information furnished under this Item 7.01.
Important Information About the Transactions and Where to Find It
In connection with the Transactions, Parent intends to file with the SEC the Registration Statement, which will include a preliminary proxy statement of the Company and a preliminary prospectus of Parent. After the Registration Statement is declared effective, the Company will mail a definitive proxy statement/prospectus to its shareholders. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. The Company’s shareholders and other interested persons are urged to read, when available, the preliminary proxy statement/prospectus, any amendments thereto and the definitive proxy statement/prospectus, as well as the other documents filed with the SEC in connection with the Transactions, because these documents will contain important information about the Company, Parent, KQC Korea and the Transactions. Shareholders will be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to Charlton Aria Acquisition Corporation, 221 W 9th St #848, Wilmington, DE 19801.
Participants in the Solicitation
The Company, Parent and KQC Korea, and their respective directors and executive officers, may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Transactions. Shareholders and other interested persons may obtain more detailed information regarding the names and interests of the Company’s directors and executive officers in the Company’s filings with the SEC, including its Annual Report on Form 10-K and the other documents filed by the Company with the SEC from time to time. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the Transactions, including a description of their direct and indirect interests, which may in some cases be different from those of the Company’s shareholders generally, will be set forth in the proxy statement/prospectus when it becomes available. Shareholders and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decision.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any security of the Company, Parent, KQC Korea or any of their respective affiliates, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale would be unlawful under the laws of that jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, among others, statements regarding the anticipated timing, structure, benefits and terms of the Transactions, the satisfaction of the conditions to the Closing, the expected delivery of audited financial statements, the anticipated listing of the Parent Class A Common Stock on Nasdaq, the level of redemptions by the Company’s shareholders, the availability and amount of any private placement financing or backstop arrangement, and the future business, operations and financial performance of Parent and its subsidiaries. Words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,” “may,” “plan,” “will,” “would” and similar expressions identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on management’s current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These include, among others: the risk that the Transactions are not completed on a timely basis or at all; the failure to obtain the approval of the Company’s shareholders or approval of an extension of the deadline by which the Company must consummate an initial business combination; the failure to satisfy the Minimum Net Cash Condition, whether as a result of redemptions or otherwise; the failure to obtain or maintain the listing of the Parent Class A Common Stock on Nasdaq; delays in the preparation, conversion, audit or delivery of the financial statements required for the Registration Statement; the timing of the SEC’s review of the Registration Statement; the outcome of any legal proceedings relating to the Transactions; the ability to obtain the consents of the holders of the Convertible Debt and any other consents Parent must obtain in order to consummate the Transactions; risks relating to the business, operations and regulatory environment of KQC Korea in the Republic of Korea; and the other risks and uncertainties described in the Company’s filings with the SEC and to be described in the Registration Statement and the proxy statement/prospectus when available. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and none of the Company, Parent or KQC Korea undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Business Combination Agreement, dated as of October 6, 2026, by and among the Company, Parent, Merger Sub, and, for the limited purposes specified therein, KQC Korea and the Sponsor. | |
| 10.1 | Sponsor Support Agreement, dated October 6, 2026, by and among the Company, Parent and the Sponsor. | |
| 10.2 | Parent Support Agreement, dated October 6, 2026, by and among the Company, Parent and the stockholders of Parent party thereto. | |
| 99.1 | Press release dated October 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Charlton Aria Acquisition Corporation | ||
| /s/ Jung Min Lee | ||
| Name: | Jung Min Lee | |
| Title: | Chief Executive Officer | |
| Date: October 7, 2026 | ||
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Exhibit 2.1
BUSINESS COMBINATION AGREEMENT
by and among
CHARLTON ARIA ACQUISITION CORPORATION,
KQC QUANTUM, INC.,
KQC MS LIMITED,
and, for the purposes of the sections specified herein only,
KOREA QUANTUM COMPUTING CO., LTD.,
and
ST SPONSOR II LIMITED
Dated as of October 5, 2026
TABLE OF CONTENTS
| Page | |
| Article I DEFINITIONS | 2 |
| Section 1.1 Definitions. | 2 |
| Section 1.2 Construction. | 9 |
| Article II THE PRE-CLOSING RECAPITALIZATION AND THE MERGER | 9 |
| Section 2.1 Pre-Closing Recapitalization. | 9 |
| Section 2.2 The Merger. | 9 |
| Section 2.3 Closing. | 10 |
| Section 2.4 Effective Time. | 10 |
| Section 2.5 Effects of the Merger. | 10 |
| Section 2.6 Governing Documents of the Surviving Company. | 10 |
| Section 2.7 Directors and Officers. | 10 |
| Section 2.8 Conversion of Securities. | 11 |
| Section 2.9 Parent Shares Unaffected. | 11 |
| Section 2.10 Exchange Procedures. | 11 |
| Section 2.11 Earnout Consideration. | 12 |
| Section 2.12 Convertible Debt of KQC Korea. | 12 |
| Section 2.13 Dissenting Shares. | 13 |
| Section 2.14 Withholding. | 13 |
| Section 2.15 Intended Tax Treatment. | 13 |
| Section 2.16 Listing; Successor Issuer. | 13 |
| Article III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB | 14 |
| Section 3.1 Organisation and Standing. | 14 |
| Section 3.2 The Reorganization. | 14 |
| Section 3.3 Capitalisation. | 14 |
| Section 3.4 Authority; Enforceability. | 15 |
| Section 3.5 No Conflict. | 15 |
| Section 3.6 Governmental Approvals. | 15 |
| Section 3.7 Financial Statements. | 15 |
| Section 3.8 Absence of Certain Changes; No Undisclosed Liabilities. | 16 |
| Section 3.9 Litigation; Compliance with Laws. | 16 |
| Section 3.10 Material Contracts. | 16 |
| Section 3.11 Intellectual Property. | 16 |
| Section 3.12 Tax Matters. | 16 |
| Section 3.13 Anti-Corruption. | 17 |
i
| Section 3.14 Data Privacy. | 17 |
| Section 3.15 Cybersecurity. | 17 |
| Section 3.16 Korean Regulatory Matters. | 18 |
| Section 3.17 Employee and Environmental Matters; Insurance; Related Party Transactions. | 18 |
| Section 3.18 Brokers. | 18 |
| Section 3.19 Information Supplied. | 18 |
| Section 3.20 No Other Representations. | 18 |
| Article IV REPRESENTATIONS AND WARRANTIES OF SPAC | 19 |
| Section 4.1 Organisation and Standing. | 19 |
| Section 4.2 Authority; Enforceability. | 19 |
| Section 4.3 Capitalisation. | 19 |
| Section 4.4 Trust Account. | 19 |
| Section 4.5 SEC Reports; Financial Statements; Internal Controls. | 19 |
| Section 4.6 Nasdaq Listing. | 19 |
| Section 4.7 No Conflict; Governmental Approvals. | 20 |
| Section 4.8 Litigation; Compliance; Liabilities. | 20 |
| Section 4.9 Taxes. | 20 |
| Section 4.10 Brokers; Board Approval. | 20 |
| Section 4.11 Information Supplied; No Other Representations. | 20 |
| Article V COVENANTS | 20 |
| Section 5.1 Conduct of Business of the Group Companies. | 20 |
| Section 5.2 Conduct of Business of SPAC. | 21 |
| Section 5.3 The Extension. | 21 |
| Section 5.4 Registration Statement; Proxy Statement. | 21 |
| Section 5.5 PCAOB Audit. | 22 |
| Section 5.6 SPAC Shareholder Meeting. | 23 |
| Section 5.7 Nasdaq Listing; Successor Issuer Filings. | 23 |
| Section 5.8 Exclusivity. | 24 |
| Section 5.9 Access to Information; Diligence; Confidentiality. | 24 |
| Section 5.10 Regulatory Approvals; Korean Filings. | 24 |
| Section 5.11 Convertible Debt Consents. | 25 |
| Section 5.12 De-SPAC Costs. | 25 |
| Section 5.13 Approved Budget. | 25 |
| Section 5.14 PIPE Financing and Backstop. | 25 |
| Section 5.15 Parent Charter; Equity Incentive Plan. | 25 |
| Section 5.16 Sponsor Support. | 26 |
ii
| Section 5.17 Tax Matters. | 26 |
| Section 5.18 Public Announcements. | 26 |
| Section 5.19 Directors’ and Officers’ Indemnification. | 26 |
| Section 5.20 Use of Proceeds; Further Assurances. | 26 |
| Section 5.21 Directors and Officers; Questionnaires. | 27 |
| Section 5.22 Supplements to Disclosure Schedule. | 27 |
| Article VI CONDITIONS TO CLOSING | 27 |
| Section 6.1 Conditions to the Obligations of Each Party. | 27 |
| Section 6.2 Conditions to the Obligations of SPAC. | 28 |
| Section 6.3 Conditions to the Obligations of Parent and Merger Sub. | 28 |
| Section 6.4 Frustration of Conditions. | 29 |
| Article VII TERMINATION | 29 |
| Section 7.1 Termination. | 29 |
| Section 7.2 Effect of Termination. | 30 |
| Article VIII NO SURVIVAL; NO INDEMNIFICATION | 30 |
| Section 8.1 No Survival. | 30 |
| Section 8.2 No Indemnification. | 30 |
| Section 8.3 Fraud; Wilful Breach. | 30 |
| Section 8.4 Exclusive Remedy; Damages. | 30 |
| Article IX GENERAL PROVISIONS | 31 |
| Section 9.1 Notices. | 31 |
| Section 9.2 Entire Agreement; Amendment; Waiver. | 31 |
| Section 9.3 Governing Law; Jurisdiction; Waiver of Jury Trial. | 32 |
| Section 9.4 Assignment; Third-Party Beneficiaries. | 32 |
| Section 9.5 Counterparts; Severability; Interpretation. | 32 |
| Section 9.6 Expenses. | 32 |
| Section 9.7 Specific Performance. | 32 |
| Section 9.8 Non-Recourse. | 32 |
| Section 9.9 Trust Account Waiver. | 32 |
| Section 9.10 Disclosure Schedules. | 32 |
| Section 9.11 Joinder of KQC Korea. | 32 |
Exhibits and Schedules
| Exhibit A | Form of Lock-Up Agreement |
Parent Disclosure Schedule
SPAC Disclosure Schedule
iii
BUSINESS COMBINATION AGREEMENT
This Business Combination Agreement, dated as of October 5, 2026, is entered into by and among CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company, (the “SPAC”), KQC QUANTUM, INC., a Delaware corporation (“Parent”), KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and, for the purposes of the sections specified herein only, KOREA QUANTUM COMPUTING CO., LTD., a corporation organised under the laws of the Republic of Korea (“KQC Korea”), and ST SPONSOR II LIMITED, a Cayman Islands exempted company (the “Sponsor” and together with each of SPAC, Parent, Merger Sub and KQC Korea, each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS, SPAC is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses or entities. Its units, Class A ordinary shares and rights are listed on The Nasdaq Stock Market LLC under the symbols “CHARU”, “CHAR” and “CHARR” respectively.
WHEREAS, Parent is a corporation incorporated in the State of Delaware on July 24, 2026 to serve as the parent holding company of KQC Korea and as the entity whose shares are to be listed on Nasdaq following the Closing.
WHEREAS, prior to the date of this Agreement, in accordance with the letter of intent, dated 26 June 2026 (as superseded by the letter of intent dated 18 September 2026) entered into between certain of the Parties and in contemplation of the Transactions, the shareholders of KQC Korea transferred all of the issued and outstanding shares of KQC Korea to Parent in exchange for shares of Parent Common Stock, with the result that Parent is now the direct legal and beneficial owner of one hundred percent (100%) of the issued and outstanding shares of KQC Korea (the “Reorganization”). The Reorganization is complete, and no further step in respect of KQC Korea is required in order to consummate the Transactions.
WHEREAS, Merger Sub is a Cayman Islands exempted company incorporated by Parent solely for the purpose of effecting the Merger, and is a direct wholly owned subsidiary of Parent.
WHEREAS, the parties intend that, on the terms and subject to the conditions of this Agreement and in accordance with sections 232 to 239 of the Cayman Companies Act, Merger Sub shall merge with and into SPAC, with SPAC surviving the Merger as a direct wholly owned subsidiary of Parent.
WHEREAS, the parties intend that, at the Effective Time, each Class A ordinary share of SPAC outstanding and not redeemed, and each Class B ordinary share of SPAC, shall be exchanged for shares of voting common stock of Parent, and each right of SPAC shall be exchanged for the right to receive one-eighth of one share of such stock, in each case as provided in Section 2.8.
WHEREAS, KQC Korea is not, and will not be, a constituent company in the Merger. Its corporate existence, contracts, licences and permits are not affected by the Merger, and it executes this Agreement solely for the limited purposes set out in Section 9.11.
WHEREAS, for United States federal income tax purposes, the parties intend that the Merger, together with the Reorganization, will qualify as a transaction described in Section 351(a) of the Code (as defined herein) and the Treasury Regulations promulgated thereunder.
WHEREAS, the parties intend that, upon the Effective Time, Parent shall be the successor issuer to SPAC for purposes of Rule 12g-3(a) under the Exchange Act, and that Parent shall apply in its own name for the initial listing of its Class A common stock on Nasdaq.
WHEREAS, the board of directors of each of SPAC, Parent and Merger Sub has determined that this Agreement and the Transactions are in the best interests of that company and its shareholders, and has approved the execution, delivery and performance of this Agreement.
WHEREAS, concurrently with the execution of this Agreement, the Sponsor has entered into the Sponsor Support Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the parties agree as follows:
Article
I
DEFINITIONS
As used in this Agreement, the following terms have the meanings set out in this Article I. Other terms are defined elsewhere in this Agreement and have the meanings there given.
Section 1.1 Definitions.
“Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than the parties hereto or their respective Affiliates) relating to (a) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving any Group Company or SPAC, (b) the issuance or sale of twenty percent (20%) or more of the equity securities of any Group Company or SPAC, or (c) the sale, lease, exchange or other disposition of twenty percent (20%) or more of the assets of the Group Companies taken as a whole, or SPAC, in each case other than the Transactions.
“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitral tribunal.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.
“Agreement” means this Business Combination Agreement, including the Schedules and Exhibits hereto, as amended, restated or supplemented from time to time.
“Ancillary Agreements” means, collectively, the Sponsor Support Agreement, the Lock-Up Agreements, the Registration Rights Agreement, the Parent Charter, the Equity Incentive Plan and the Plan of Merger.
“Approved Budget” has the meaning given in Section 5.13.
“Backstop Arrangement” has the meaning set forth in Section 5.3(e).
“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York, the Cayman Islands or Seoul, Republic of Korea are authorised or required by Law to close.
“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.
“Certificate of Merger” means the certificate of merger issued by the Cayman Registrar in respect of the Merger pursuant to section 233(11) of the Cayman Companies Act.
“Change of Recommendation” has the meaning set forth in Section 5.6(a).
“Closing” means the closing of the Transactions in accordance with Section 2.3.
“Closing Date” means the date on which the Closing actually occurs.
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“Closing Grants” means the grant of options to purchase shares of Parent Common Stock in the amounts and to the individuals set forth on Section 1.1(a) of the Parent Disclosure Schedule, as may be updated prior to Closing subject to SPAC’s prior written consent (which may not be unreasonably conditioned, withheld or delayed).
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Confidentiality Agreement” means that certain Non-Disclosure and Confidentiality Agreement entered into between SPAC and KQC Korea, dated as of August 12, 2025, as may be amended from time to time.
“Continuing Parent Awards” means awards validly granted and outstanding under the Equity Incentive Plan immediately before the Pre-Closing Recapitalization.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled by” and “under common Control with” have correlative meanings.
“Convertible Debt” means the convertible bonds and other convertible debt instruments issued by KQC Korea and outstanding as of the date of this Agreement, as set out on Section 1.1(b) of the Parent Disclosure Schedule.
“D&O Tail Policy” has the meaning set forth in Section 5.19.
“De-SPAC Cost Cap” means $2,500,000 or such other amount as may be mutually agreed between SPAC and Parent.
“De-SPAC Costs” means the aggregate costs and expenses incurred by SPAC, Parent and KQC Korea in connection with the negotiation, preparation and consummation of the transactions contemplated by this Agreement, including any Extension Costs, attorneys’ fees, financial adviser fees, the independent valuation report, the SPAC-side fairness opinion, PCAOB audit and audit-preparation costs, SEC and Nasdaq filing fees, proxy and prospectus preparation and shareholder solicitation costs, listing fees and D&O insurance costs.
“Determination Date” means the date that is two (2) Business Days prior to the date on which the Proxy Statement/Prospectus is first mailed to SPAC’s shareholders, or such other date as Parent and SPAC may agree in writing.
“Dissenting Shares” means SPAC Class A Ordinary Shares in respect of which the holder has validly exercised and not withdrawn or lost dissenter rights under section 238 of the Cayman Companies Act.
“Earnout Period” has the meaning set forth in Section 2.11(a).
“Earnout Shares” has the meaning set forth in Section 2.11(a).
“Effective Time” means the date and time at which the Merger becomes effective in accordance with Section 2.4.
“Equity Incentive Plan” means the equity incentive plan to be adopted by Parent at or prior to the Closing, reserving for issuance a number of shares of Parent Class A Common Stock equal to ten percent (10%) of the total number of shares of Parent Common Stock outstanding immediately following the Closing (inclusive of any reserved shares available for grant under any existing equity incentive pool of KQC Korea).
“Equity Value” means $80,000,000.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
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“Exchange Agent” has the meaning set forth in Section 2.10(a).
“Extension Costs” means the costs of obtaining a Shareholder Extension, comprising (a) the preparation, filing with the SEC and clearance of the proxy statement for an Extension Meeting, (b) the fees of the proxy solicitation agent, (c) printing, mailing and distribution costs, (d) transfer agent and trustee fees, including those incurred in processing Redemptions elected in connection with the Extension Meeting, (e) the fees and disbursements of SPAC’s U.S. counsel and Cayman Islands counsel in respect of the Extension Meeting and the related amendment of the SPAC Governing Documents, and (f) each Shareholder Extension Deposit.
“Extension Meeting” means an extraordinary general meeting of SPAC’s shareholders to be convened for the purpose of approving a Shareholder Extension. A Redemption right arises for SPAC’s public shareholders in connection with that meeting.
“FETA” means the Foreign Exchange Transactions Act of the Republic of Korea (Act No. 5550, as amended) and the regulations promulgated thereunder.
“FIPA” means the Foreign Investment Promotion Act of the Republic of Korea (Act No. 5559, as amended) and the regulations promulgated thereunder.
“Founder Shares” means the Class B ordinary shares of SPAC, par value $0.0001 per share, of which 2,125,000 are issued and outstanding as of the date of this Agreement.
“Fully Diluted Parent Stock” means the total number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time, including (i) any shares of Parent Common Stock issuable in respect of the Convertible Debt or reserved under the Equity Incentive Plan, (ii) the Continuing Parent Awards and (iii) the Closing Grants.
“Fundamental Representations” means the representations and warranties of Parent and Merger Sub set forth in Section 3.1 (Organisation and Standing), Section 3.2 (The Reorganization), Section 3.3 (Capitalisation), Section 3.4 (Authority; Enforceability), Section 3.5 (No Conflict), Section 3.6 (Governmental Approvals), Section 3.7 (Financial Statements), Section 3.8 (Absence of Certain Changes; No Undisclosed Liabilites), Section 3.9 (Litigation; Compliance with Laws), Section 3.12 (Tax Matters), Section 3.16 (Korean Regulatory Matters), Section 3.17 (Employee and Environmental Matters; Insurance; Related Party Transactions) and Section 3.18 (Brokers).
“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.
“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, commission, department, board, bureau or instrumentality, court, tribunal, arbitrator or arbitral body, in each case whether domestic or foreign.
“Group Company” means Parent and each of its Subsidiaries from time to time, including KQC Korea, and “Group Companies” means all of them.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
“Intended Tax Treatment” has the meaning given in Section 2.15(a).
“Intellectual Property” means all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, domain names, copyrights, copyright registrations, trade secrets, know-how, inventions, software and all other intellectual property rights and proprietary rights.
“KQC Korea” has the meaning set forth in the Preamble.
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“Knowledge” means, with respect to any Person, the actual knowledge of such Person’s executive officers after reasonable inquiry of those employees or agents who would reasonably be expected to have knowledge of the relevant matter.
“Law” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental Authority.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction on transfer or charge of any kind.
“Lock-Up Agreements” means the lock-up agreements to be entered into at or prior to the Closing by the Sponsor and by each Parent Legacy Holder holding five percent (5%) or more of the outstanding shares of Parent Common Stock as of immediately prior to the Effective Time, in the form attached as Exhibit A.
“Matching Period” has the meaning set forth in Section 5.6(b)(ii).
“Material Adverse Effect” means a Parent Material Adverse Effect or a SPAC Material Adverse Effect, as applicable.
“Merger” means the merger of Merger Sub with and into SPAC pursuant to Section 2.2, with SPAC surviving.
“Merger Sub” has the meaning set forth in the Preamble.
“Minimum Net Cash Condition” has the meaning set forth in Section 6.1(g).
“Nasdaq” means The Nasdaq Stock Market LLC.
“Order” means any order, decree, ruling, judgment, injunction, writ, determination, award or settlement entered by or with any Governmental Authority.
“Outside Date” means June 30, 2027; provided that the Outside Date shall automatically be extended for an additional sixty (60) days if the Registration Statement has been filed with the SEC but not yet declared effective, as such date may otherwise be extended by mutual written agreement of Parent and SPAC.
“Parent” has the meaning set forth in the Preamble.
“Parent Charter” means the amended and restated certificate of incorporation of Parent, in the form mutually agreed between SPAC and Parent, to be filed with the Secretary of State of the State of Delaware at or prior to the Effective Time.
“Parent Class A Common Stock” means the Class A common stock of Parent, par value $0.0001 per share, which shall carry one (1) vote per share.
“Parent Common Stock” means the Parent Class A Common Stock and any other class or series of common stock of Parent authorised under the Parent Charter, each of which shall be entitled to vote generally in the election of directors.
“Parent Disclosure Schedules” has the meaning set out in Article III.
“Parent Legacy Holders” means the holders of Parent Common Stock as of immediately prior to the Effective Time, being the twenty-nine (29) Persons listed on Section 1.1(c) of the Parent Disclosure Schedule, together with any transferee permitted under this Agreement.
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“Parent Material Adverse Effect” means any event, circumstance, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, results of operations or financial condition of the Group Companies, taken as a whole, or (b) the ability of Parent or Merger Sub to consummate the Transactions; provided that none of the following shall be taken into account: (i) changes in general economic, financial, regulatory or political conditions, including changes in interest rates, currency exchange rates and the price of securities generally; (ii) changes affecting the industry in which the Group Companies operate generally; (iii) changes in GAAP, IFRS or applicable Law; (iv) any natural disaster, epidemic, pandemic, act of God or force majeure event; (v) any hostilities, act of war, sabotage or terrorism; (vi) the announcement or pendency of this Agreement or the Transactions (other than for purposes of any representation or warranty, or any condition relating thereto, that addresses the consequences of the announcement or pendency of this Agreement or the Transactions); or (vii) any action taken at the written request or with the written consent of SPAC, except, in the case of clauses (i) through (v), to the extent such changes disproportionately affect the Group Companies relative to other participants in the industry in which they operate; provided, further, the underlying facts for any of the foregoing exceptions may be considered under the substantive standard above, subject to the stated exclusions; provided, further that (A) none of the exceptions in clauses (i) through (vii) shall apply to clause (b) of this definition, and (B) each of the following shall be deemed to constitute a Parent Material Adverse Effect: the failure to deliver the financial statements required by Section 5.5 by the date there specified; any restatement of, or any determination that it is necessary to restate, any financial statements of any Group Company; the resignation or dismissal of the audit firm engaged pursuant to Section 5.5 without a replacement reasonably acceptable to SPAC being engaged within fifteen (15) Business Days; and any determination that any technology of KQC Korea constitutes national core technology or national strategic technology the transfer or the Transactions in respect of which require governmental approval that has not been obtained.
“Party” has the meaning set forth in the Preamble.
“PCAOB” means the Public Company Accounting Oversight Board.
“Per Share Merger Consideration” means a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Reference Price divided by (ii) (A) the Equity Value divided by (B) the Fully Diluted Parent Stock.
“Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organisation, joint venture, Governmental Authority or other entity.
“PIPE Financing” means any private investment in public equity financing consummated substantially concurrently with the Closing pursuant to subscription agreements entered into by Parent with one or more investors.
“Plan of Merger” means the plan of merger in respect of the Merger, in the form mutually agreed between SPAC, Parent and Merger Sub, to be executed by Merger Sub and SPAC and filed with the Cayman Registrar in accordance with section 233 of the Cayman Companies Act.
“Pre-Closing Recapitalization” has the meaning given in Section 2.1.
“Prior Extension Payments” means the two deposits into the Trust Account of $850,000 each, made on April 24, 2026 and August 3, 2026 respectively (aggregating $1,700,000), by which SPAC exercised both of the three-month extensions available to it without shareholder approval. The Prior Extension Payments have been disbursed and no further extension is available to SPAC otherwise than by the Shareholder Extension.
“Proxy Statement/Prospectus” means the proxy statement of SPAC and prospectus of Parent forming part of the Registration Statement.
“Redemption” means the exercise by a holder of SPAC Class A Ordinary Shares of any right to have such shares redeemed for a pro rata portion of the Trust Account in accordance with the SPAC Governing Documents, and “Redeemed” has a correlative meaning.
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“Reference Price” means the amount per SPAC Class A Ordinary Share that would be payable out of the Trust Account on a Redemption, calculated in accordance with the SPAC Governing Documents as of the Determination Date.
“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into at the Closing among Parent, the Sponsor and certain Parent Legacy Holders.
“Registration Statement” means the registration statement on Form S-4 to be filed by Parent with the SEC in respect of the shares of Parent Class A Common Stock issuable in the Merger and upon exchange of the SPAC Rights, including the Proxy Statement/Prospectus.
“Reorganization” means the transactions completed prior to the date of this Agreement by which the shareholders of KQC Korea transferred all of the issued and outstanding shares of KQC Korea to Parent in exchange for shares of Parent Common Stock, as a result of which Parent became the direct legal and beneficial owner of one hundred percent (100%) of the issued and outstanding shares of KQC Korea.
“Representative” means, with respect to any Person, such Person’s directors, officers, employees, investment bankers, financial advisers, attorneys, accountants, consultants, agents and other authorised representatives.
“Rights Agreement” means the rights agreement, dated as of October 24, 2024, between SPAC and the Rights Agent.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shareholder Extension” means an amendment of the SPAC Governing Documents approved by SPAC’s shareholders at an Extension Meeting allowing for an extension of the date by which SPAC must consummate an initial business combination to a date certain without further approval by SPAC’s shareholders.
“Shareholder Extension Deposit” means any amount required to be deposited into the Trust Account under the terms of a Shareholder Extension as approved by SPAC’s shareholders.
“SPAC” has the meaning set forth in the Preamble.
“SPAC Board” has the meaning set forth in Section 5.6(a).
“SPAC Board Recommendation” has the meaning set forth in Section 5.6(a).
“SPAC Class A Ordinary Shares” means the Class A ordinary shares of SPAC, par value $0.0001 per share.
“SPAC Disclosure Schedules” has the meaning set forth in Article IV.
“SPAC Fairness Opinion” has the meaning set forth in Section 6.3(f).
“SPAC Governing Documents” means the amended and restated memorandum and articles of association of SPAC in effect from time to time.
“SPAC Material Adverse Effect” means any event, circumstance, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of SPAC to consummate the Transactions; provided that none of the following shall be taken into account: (i) changes in general economic, financial, regulatory or political conditions; (ii) changes in GAAP or applicable Law; (iii) any natural disaster, epidemic, pandemic, act of God or force majeure event; (iv) any hostilities, act of war, sabotage or terrorism; (v) the announcement or pendency of this Agreement or the Transactions; (vi) any Redemption; (vii) a Parent Material Adverse Effect; or (viii) any action taken at the written request or with the written consent of Parent.
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“SPAC Rights” means the rights of SPAC issued in its initial public offering and the related private placement, each entitling the holder to receive one-eighth (1/8) of one SPAC Class A Ordinary Share upon the consummation of an initial business combination, of which 8,755,000 are outstanding as of the date of this Agreement.
“SPAC SEC Reports” has the meaning set forth in Section 4.5.
“SPAC Shareholder Approval” means the approval by the shareholders of SPAC, at the SPAC Shareholder Meeting and by the requisite vote of the shareholders of the SPAC under the Cayman Companies Act and the SPAC Governing Documents, of the Merger, the Plan of Merger and the other Transaction Proposals.
“SPAC Shareholder Meeting” means the extraordinary general meeting of SPAC’s shareholders convened to obtain the SPAC Shareholder Approval.
“SPAC Units” means the units of SPAC, each comprising one SPAC Class A Ordinary Share and one SPAC Right.
“Sponsor” has the meaning set forth in the Preamble.
“Sponsor Support Agreement” means the sponsor support agreement dated the date of this Agreement among Parent, SPAC and the Sponsor.
“Subsidiary” means, with respect to any Person, any other Person of which such Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities or is otherwise Controlled by such Person.
“Superior Proposal Notice” has the meaning set forth in Section 5.6(b)(i).
“Superior Proposal” means a bona fide written Acquisition Proposal (with the references in the definition of Acquisition Proposal to “twenty percent (20%)” being replaced by “fifty percent (50%)”) made by a third party that the board of directors of SPAC determines in good faith, after consultation with its financial adviser and outside legal counsel, would, if consummated, result in a transaction that is more favourable to SPAC’s shareholders than the Transactions, taking into account all relevant circumstances, including any revisions to this Agreement proposed by Parent in response to such Acquisition Proposal.
“Surviving Company” means SPAC, as the company surviving the Merger.
“Tax” means any federal, state, local or foreign income, gross receipts, franchise, withholding, payroll, employment, excise, sales, use, value added, transfer, stamp, property or other tax, together with any interest, penalty or addition thereto.
“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof.
“Trading Day” means any day on which the principal Trading Market is open for trading.
“Trading Market” means Nasdaq or any other nationally recognized market or exchange on which the shares of Parent Class A Common Stock are listed or quoted for trading.
“Transaction Proposals” means the proposals to be submitted to SPAC’s shareholders at the SPAC Shareholder Meeting, including the approval of the Merger and the Plan of Merger, the Equity Incentive Plan, the Transactions and any adjournment proposal.
“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements, including the Pre-Closing Recapitalization and the Merger.
“Trust Account” means the trust account established by SPAC in connection with its initial public offering and maintained by the Trustee.
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“Trust Agreement” means the investment management trust agreement, dated as of October 24, 2024, between SPAC and the Trustee.
“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee of the Trust Account.
“Wilful Breach” has the meaning set forth in Section 8.3.
Section 1.2 Construction.
(a) The words “hereof”, “herein”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole. References to Articles, Sections, Schedules and Exhibits are to Articles and Sections of, and Schedules and Exhibits to, this Agreement.
(b) The word “including” means “including without limitation”. The word “or” is not exclusive. Words in the singular include the plural and vice versa.
(c) References to any Law are to that Law as amended from time to time and include any rules and regulations promulgated thereunder. References to “$” or “dollars” are to United States dollars.
(d) The parties have participated jointly in the negotiation and drafting of this Agreement. No presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any provision.
(e) Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement.
Article
II
THE PRE-CLOSING RECAPITALIZATION AND THE MERGER
Section 2.1 Pre-Closing Recapitalization.
(a) Immediately prior to, and conditioned upon the occurrence of, the Effective Time, Parent shall effect a share subdivision, a share split, reverse share split, share dividend or other recapitalization of the Parent Common Stock (the “Pre-Closing Recapitalization”) such that (i) there are sufficient shares of Parent Common Stock authorized but not issued and outstanding that Parent may issue the shares of Parent Common Stock pursuant to Section 2.8, the shares of Parent Common Stock reserved under the Equity Incentive Plan and the Earnout Shares and (ii) the quotient of the Equity Value divided by the Fully Diluted Parent Stock is equal to the Reference Price.
(b) The Pre-Closing Recapitalization shall be effected pro rata among the Parent Legacy Holders and any other holders of shares of Parent Common Stock included in the calculation of Fully Diluted Parent Stock in accordance with their respective holdings as set out on Section 1.1(c) of the Parent Disclosure Schedule, shall not alter the relative percentage interests of the Parent Legacy Holders among themselves, and shall not constitute a transfer, disposition or exchange of any share of Parent Common Stock. No fractional share shall be issued in the Pre-Closing Recapitalization; the number of shares issuable to each Parent Legacy Holder shall be rounded to the nearest whole share, with the aggregate reconciled by adjustment to the holdings of the largest holder.
(c) Parent shall deliver to SPAC, not later than three (3) Business Days prior to the Closing Date, a certificate of its Secretary setting out the capitalisation of Parent immediately prior to and immediately following the Pre-Closing Recapitalization, in each case on a fully diluted basis.
Section 2.2 The Merger.
Upon the terms and subject to the conditions of this Agreement, and in accordance with sections 232 to 239 of the Cayman Companies Act, at the Effective Time Merger Sub shall merge with and into SPAC, the separate corporate existence of Merger Sub shall cease, and SPAC shall continue as the Surviving Company and as a direct wholly owned subsidiary of Parent.
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Section 2.3 Closing.
The Closing shall take place remotely by electronic exchange of documents and signatures at 10:00 a.m. New York time on the third (3rd) Business Day following the satisfaction or waiver of each of the conditions set out in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time, date and place as Parent and SPAC may agree in writing. The Closing shall take place remotely by electronic exchange of documents and signatures unless otherwise agreed by the parties hereto.
Section 2.4 Effective Time.
On the Closing Date, Merger Sub and SPAC shall execute the Plan of Merger and shall file, or cause to be filed, the Plan of Merger together with all other documents and declarations required under section 233 of the Cayman Companies Act with the Cayman Registrar. The Merger shall become effective at the time the Plan of Merger is registered by the Cayman Registrar, or at such later date and time (not exceeding ninety (90) days after registration) as the parties may specify in the Plan of Merger.
Section 2.5 Effects of the Merger.
At and after the Effective Time, the Merger shall have the effects set out in section 236 of the Cayman Companies Act. Without limiting the foregoing, at the Effective Time all of the property, rights, privileges, powers and franchises of the SPAC and Merger Sub shall vest in the Surviving Company, and all debts, liabilities, obligations and duties of the SPAC and Merger Sub shall become those of the Surviving Company.
Section 2.6 Governing Documents of the Surviving Company.
At the Effective Time, the amended and restated memorandum and articles of association of SPAC shall be amended and restated in the form set out in the Plan of Merger and shall be the amended and restated memorandum and articles of association of the Surviving Company until thereafter amended in accordance with their terms and the Cayman Companies Act.
Section 2.7 Directors and Officers.
(a) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company, until their respective successors are duly elected or appointed.
(b) Effective as of the Effective Time, the board of directors of Parent shall consist of seven (7) directors, comprising (i) four (4) directors designated by Parent, (ii) three (3) directors designated by SPAC and (iii) such number of directors qualifying as “independent” within the meaning of the applicable Nasdaq listing rules and SEC regulations as is required to satisfy Nasdaq’s initial and continued listing standards (which require no fewer than a majority of independent directors, subject to any applicable phase-in periods), one of whom shall be designated by SPAC and three of whom shall be designated by Parent. Parent shall establish an audit committee, a compensation committee and a nominating and corporate governance committee, each satisfying the applicable Nasdaq and SEC requirements.
(c) The initial officers of Parent following the Closing shall be as set out on Section 2.7(c) of the Parent Disclosure Schedule.
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Section 2.8 Conversion of Securities.
At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, SPAC or any holder of any securities of any of them:
(a) Merger Sub Shares. Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable Class A ordinary share of the Surviving Company, with the result that Parent shall be the sole shareholder of the Surviving Company. This paragraph (a) is the sole means by which Parent acquires the shares of the Surviving Company, and Parent shall not purchase, subscribe for or otherwise acquire any share of SPAC in connection with the Merger.
(b) SPAC Class A Ordinary Shares. Each SPAC Class A Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Redeemed shares and Dissenting Shares) shall be cancelled and converted into the right to receive the Per Share Merger Consideration.
(c) Founder Shares. Each Founder Share issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the Per Share Merger Consideration, subject to any forfeiture, deferral or earn-back arrangements mutually agreed among the Parties.
(d) SPAC Rights. Each SPAC Right that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire SPAC Class A Ordinary Shares and shall instead be cancelled and converted into a number of shares of Parent Class A Common Stock equal to the Per Share Merger Consideration divided by eight.
(e) SPAC Units. Each SPAC Unit outstanding immediately prior to the Effective Time that has not previously been separated shall automatically be separated into its component SPAC Class A Ordinary Share and SPAC Right, which shall be treated in accordance with paragraphs (b) and (d) respectively.
(f) Redeemed Shares. Each SPAC Class A Ordinary Share validly Redeemed in accordance with the SPAC Governing Documents shall be cancelled and shall cease to exist, and the holder thereof shall be entitled only to the redemption price payable out of the Trust Account. No such share shall be converted into or exchanged for any share of Parent Common Stock.
(g) Treasury Shares. Each share of SPAC held in treasury immediately prior to the Effective Time shall be cancelled without payment and shall cease to exist without any conversion thereof or payment therefor.
(h) Fractional Shares. No fractional share of Parent Class A Common Stock shall be issued. In lieu thereof, each holder who would otherwise be entitled to a fractional share shall receive an amount in cash, without interest, equal to the product of the Reference Price and the fraction concerned, rounded to the nearest whole cent.
Section 2.9 Parent Shares Unaffected.
(a) The shares of Parent Common Stock held by the Parent Legacy Holders immediately prior to the Effective Time (as adjusted by the Pre-Closing Recapitalization) shall remain issued and outstanding immediately following the Effective Time and shall not be cancelled, converted, exchanged or otherwise affected by the Merger. For the avoidance of doubt, no Parent Legacy Holder disposes of, exchanges or receives any security in the Merger.
(b) Each Continuing Parent Award (as adjusted in connection with the Pre-Closing Recapitalization) shall remain an obligation of Parent under the Equity Incentive Plan and applicable award agreement following the Effective Time and shall not be cancelled, converted, exchanged or otherwise affected by the Merger.
Section 2.10 Exchange Procedures.
(a) Prior to the Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company, in its capacities as Trustee under the Trust Agreement and Rights Agent under the Rights Agreement, as the exchange agent (the “Exchange Agent”), and shall deposit, or cause to be deposited, with the Exchange Agent book-entry shares representing the aggregate number of shares of Parent Class A Common Stock issuable pursuant to Section 2.8, together with cash sufficient to make the payments contemplated by Section 2.8(h).
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(b) Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of SPAC securities as of immediately prior to the Effective Time a letter of transmittal and instructions for effecting the surrender of such securities in exchange for the applicable consideration.
(c) Shares of Parent Class A Common Stock shall be delivered in book-entry form unless a holder requests a physical certificate.
(d) Any portion of the exchange fund that remains undistributed on the first anniversary of the Effective Time shall be delivered to Parent, and any holder who has not previously complied with this Section 2.10 shall thereafter look only to Parent for the consideration to which such holder is entitled, without interest.
Section 2.11 Earnout Consideration.
(a) Following the Closing, the Parent Legacy Holders shall be entitled to receive up to 1,500,000 shares of Parent Common Stock (the “Earnout Shares”), measured after giving effect to the Pre-Closing Recapitalization, in three separate tranches of 500,000 shares each during the five (5) years commencing on the Closing Date (the “Earnout Period”). A tranche is earned when the daily volume-weighted average trading price of Parent Class A Common Stock equals or exceeds $12.50, $15.00 or $20.00, respectively, on any twenty (20) Trading Days within any thirty (30) consecutive Trading Days entirely within the Earnout Period. Each tranche may be earned once only; more than one tranche may be earned during the same period.
(b) Earnout Shares shall be allocated among the Parent Legacy Holders pro rata in accordance with their respective holdings of Parent Common Stock immediately following the Pre-Closing Recapitalization.
(c) Upon a change of control of Parent during the earnout period, all Earnout Shares not previously issued shall be deemed earned and shall be issued immediately prior to the consummation of such change of control.
(d) Parent shall reserve a sufficient number of authorised but unissued shares of Parent Class A Common Stock to satisfy its obligations under this Section 2.11 throughout the earnout period. All Earnout Shares shall be shares of Parent Class A Common Stock carrying full voting rights.
Section 2.12 Convertible Debt of KQC Korea.
(a) The parties acknowledge that the Convertible Debt was issued by KQC Korea, that KQC Korea is not a party to the Merger, and that the Convertible Debt is accordingly not assumed by the Surviving Company by operation of the Merger.
(b) Prior to the Closing, Parent shall, and shall cause KQC Korea to, use reasonable best efforts to obtain from each holder of Convertible Debt a written consent and amendment providing that (i) KQC Korea shall remain the obligor in respect of the Convertible Debt, and (ii) upon conversion following the Closing, the holder shall receive shares of Parent Class A Common Stock in lieu of shares of KQC Korea, at a conversion price and on such other terms as are set out on Section 1.1(b) of the Parent Disclosure Schedule.
(c) Parent shall keep SPAC informed of the progress of the consents contemplated by paragraph (b) and shall deliver copies of each executed consent to SPAC promptly upon receipt.
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Section 2.13 Dissenting Shares.
Any holder of SPAC Class A Ordinary Shares who validly exercises dissenter rights under section 238 of the Cayman Companies Act, and who has not effectively withdrawn or lost such rights, shall not be entitled to receive the consideration set out in Section 2.8(b), but shall instead be entitled to payment of the fair value of such shares as determined in accordance with section 238. If any such holder fails to perfect, or effectively withdraws or loses, such rights, the relevant shares shall be treated as having been converted at the Effective Time in accordance with Section 2.8(b). SPAC shall give Parent prompt notice of any written notice of dissent received, and shall not settle or offer to settle any such claim without Parent’s prior written consent.
Section 2.14 Withholding.
Each of Parent, the Surviving Company, SPAC and the Exchange Agent shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement such amounts as are required to be deducted and withheld under the Code or any provision of applicable state, local or foreign Tax Law. Amounts so deducted, withheld and timely remitted shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. The parties shall cooperate in good faith to obtain any available reduction of or exemption from withholding, including through the timely delivery of properly completed IRS Forms W-8 or W-9 and applicable treaty certifications.
Section 2.15 Intended Tax Treatment.
(a) The parties intend that, for U.S. federal income tax purposes, the Merger, together with the Reorganization shall satisfy the requirements of Section 351 of the Code (the “Intended Tax Treatment”).
(b) Each party shall (i) file all Tax Returns in a manner consistent with the Intended Tax Treatment, (ii) not take any position on any Tax Return, in any Action or otherwise that is inconsistent with the Intended Tax Treatment, in each case unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code, and (iii) use reasonable best efforts to cause the Merger to qualify for the Intended Tax Treatment and to refrain from taking any action, or failing to take any action, that would reasonably be expected to prevent such qualification.
Section 2.16 Listing; Successor Issuer.
(a) Parent shall apply, in its own name, for the initial listing on Nasdaq of the shares of Parent Class A Common Stock to be issued in the Merger and issuable in respect of the SPAC Rights, and shall use its reasonable best efforts to cause such listing to be approved, subject only to official notice of issuance, as of the Closing.
(b) The parties intend that, upon the Effective Time, Parent shall be the “successor issuer” to SPAC within the meaning of Rule 12g-3(a) under the Exchange Act, with the result that the Parent Class A Common Stock shall be deemed registered under Section 12(b) of the Exchange Act without the filing of a separate registration statement on Form 8-A. Parent shall file a Current Report on Form 8-K12B, and SPAC shall file a Form 25, in each case at or promptly following the Effective Time and in accordance with the requirements of the Exchange Act.
(c) Parent shall file, within four (4) Business Days following the Closing Date, a Current Report on Form 8-K containing the information that would be required if Parent were filing a general form for registration of securities on Form 10, as contemplated by Rule 144(i)(2) under the Securities Act, it being acknowledged that the seventy-one (71) day extension otherwise available under Item 9.01 of Form 8-K is not available in respect of such filing.
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Article
III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Except as set out in the disclosure schedules delivered by Parent to SPAC concurrently with the execution of this Agreement (the “Parent Disclosure Schedules”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on the face of such disclosure), Parent and Merger Sub jointly and severally represent and warrant to SPAC as follows.
Section 3.1 Organisation and Standing.
(a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted.
(b) Merger Sub is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands, is a direct wholly owned subsidiary of Parent, and since its incorporation has not carried on any business or incurred any liability other than in connection with its formation and the Transactions.
(c) KQC Korea is a corporation duly organised and validly existing under the laws of the Republic of Korea, and has full corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted.
Section 3.2 The Reorganization.
(a) The Reorganization was completed prior to the date of this Agreement in accordance with all applicable Laws, and Parent is the sole registered and beneficial owner of one hundred percent (100%) of the issued and outstanding shares of KQC Korea, free and clear of all Liens other than those set out on Section 3.2 of the Parent Disclosure Schedule.
(b) All consents, approvals, filings and registrations required in connection with the Reorganization under the Korean Commercial Act, FETA, FIPA and any other applicable Law have been obtained or made, or are set out on Section 3.2 of the Parent Disclosure Schedule together with the timetable for their completion.
(c) No Person has any right to rescind, unwind or set aside the Reorganization, and no Action is pending or threatened that seeks to do so.
(d) The consideration issued by Parent in the Reorganization was determined on the basis described on Section 3.2 of the Parent Disclosure Schedule, and Parent has delivered to SPAC true and complete copies of the valuation materials and Tax filings relating thereto.
Section 3.3 Capitalisation.
(a) Section 3.3(a) of the Parent Disclosure Schedule sets out the authorised, issued and outstanding capital stock of Parent as of the date of this Agreement and, on a pro forma basis, immediately following the Pre-Closing Recapitalization, together with the name of each holder and the number of shares held.
(b) All outstanding shares of Parent Common Stock have been duly authorised and validly issued and are fully paid and non-assessable, and were issued in compliance with applicable securities Laws and not in violation of any pre-emptive or similar right.
(c) The shares of Parent Class A Common Stock to be issued pursuant to Section 2.8 will, when issued, be duly authorised, validly issued, fully paid and non-assessable, will carry full voting rights, and will be free of any Lien and of any restriction on transfer other than those arising under applicable securities Laws, the Parent Charter and the Lock-Up Agreements.
(d) Section 3.3(d) of the Parent Disclosure Schedule sets forth each of the Continuing Parent Awards and Closing Grants, including the grant dates, service and vesting terms, exercise price, independent valuation and remaining approvals for exercise, if any. Except as set out on Section 3.3(d) of the Parent Disclosure Schedule and for the Convertible Debt, there are no outstanding options, warrants, rights, convertible securities or other agreements obliging any Group Company to issue, sell or repurchase any equity security.
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Section 3.4 Authority; Enforceability.
Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and, subject to obtaining the approvals set out on Section 3.4 of the Parent Disclosure Schedule, to consummate the Transactions. The execution, delivery and performance of this Agreement have been duly authorised by all necessary corporate action on the part of each of Parent and Merger Sub. This Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws and to general principles of equity.
Section 3.5 No Conflict.
The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation of the Transactions, do not and will not (a) conflict with or violate the governing documents of any Group Company or of Merger Sub, (b) conflict with or violate any Law or Order applicable to any of them, or (c) result in any breach of, constitute a default under, or give rise to any right of termination, acceleration or cancellation under, any material contract to which any of them is a party, except, in the case of clauses (b) and (c), as would not reasonably be expected to have a Parent Material Adverse Effect.
Section 3.6 Governmental Approvals.
No consent, approval, licence, permit, order or authorisation of, or registration, declaration or filing with, any Governmental Authority is required on the part of Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Transactions, other than (a) the filing of the Registration Statement and related filings under the Securities Act and Exchange Act, (b) the filing of the Plan of Merger with the Cayman Registrar, (c) the filing of the Parent Charter with the Secretary of State of the State of Delaware, (d) the Nasdaq listing application, (e) filings under FETA and FIPA set out on Section 3.6 of the Parent Disclosure Schedule, and (f) such other consents and filings the failure of which to obtain or make would not reasonably be expected to have a Parent Material Adverse Effect.
Section 3.7 Financial Statements.
(a) Parent has delivered to SPAC the unaudited consolidated financial statements of the Group Companies for the periods set out on Section 3.7 of the Parent Disclosure Schedule, which fairly present in all material respects the consolidated financial position and results of operations of the Group Companies as of the dates and for the periods indicated, subject to normal year-end adjustments and the absence of notes.
(b) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the financial statements set out on Section 3.7 of the Parent Disclosure Schedule, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies, in each case in all material respects.
(c) Since the date of the most recent financial statements and as of the date hereof, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies, or (iii) fraud or corporate misappropriation, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.
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(d) Parent shall deliver the PCAOB-audited financial statements contemplated by Section 5.5 in accordance with the timetable there set out, and when delivered those financial statements will comply in all material respects with the applicable requirements of the Securities Act and Regulation S-X.
Section 3.8 Absence of Certain Changes; No Undisclosed Liabilities.
Since the date of the most recent financial statements referred to in Section 3.7(a), (a) the Group Companies have conducted their business in the ordinary course in all material respects, (b) there has not been any Parent Material Adverse Effect, and (c) no Group Company has any liability required by GAAP to be reflected on a consolidated balance sheet, other than liabilities reflected in those financial statements, liabilities incurred in the ordinary course since that date, and liabilities incurred in connection with the Transactions.
Section 3.9 Litigation; Compliance with Laws.
There is no Action pending or threatened against any Group Company that would reasonably be expected to have a Parent Material Adverse Effect, and no Group Company is subject to any outstanding Order. Each Group Company is, and since its formation has been, in compliance in all material respects with all Laws applicable to it, and holds all material permits, licences and authorisations required for the conduct of its business.
Section 3.10 Material Contracts.
Section 3.10 of the Parent Disclosure Schedule lists each material contract of the Group Companies. Each such contract is in full force and effect and constitutes a legal, valid and binding obligation of the relevant Group Company, and no Group Company is in material breach of any such contract.
Section 3.11 Intellectual Property.
The Group Companies own or have the valid right to use all Intellectual Property material to the conduct of their business, free and clear of all Liens. The conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any Person in any material respect, and no Person is infringing, misappropriating or otherwise violating the Intellectual Property of any Group Company in any material respect. Section 3.11 of the Parent Disclosure Schedule lists all registered Intellectual Property of the Group Companies, including all registrations and applications filed with the Korean Intellectual Property Office and any corresponding foreign registry.
Section 3.12 Tax Matters.
(a) Each Group Company has filed all material Tax Returns required to be filed by it and has paid all material Taxes due and payable, whether or not shown on such Tax Returns.
(b) There is no audit, examination or other proceeding pending or, to the Knowledge of Parent, threatened with respect to any material Tax of any Group Company, and no Group Company has waived any statute of limitations in respect of Taxes.
(c) Neither Parent nor any Parent Legacy Holder has taken or agreed to take any action, and Parent is not aware of any fact or circumstance, that would reasonably be expected to prevent the Merger, together with the Reorganization, from qualifying for the Intended Tax Treatment.
(d) There are no Liens with respect to any Taxes upon any of a Group Company’s assets, other than Permitted Liens. There are no outstanding requests by any Group Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return outside the ordinary course of business.
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(e) No Group Company has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code) in the prior two (2) years. No Group Company (i) is liable for Taxes of any other Person under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Tax Law or as a transferee or successor, (ii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for income Tax purposes, and (iii) is a party to or bound by any tax sharing agreement (as defined herein). No Group Company has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b) or any similar provision of applicable Law.
(f) No Group Company will be required to include any material amount in taxable income, exclude any material item of deduction or loss from taxable income, or make any material adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction disposition, in each case, made by such Group Company prior to the Closing, (ii) prepaid amount received or deferred revenue realized or received by such Group Company prior to the Closing outside the ordinary course of business, (iii) change in method of accounting of any Group Company for a taxable period (or portion thereof) ending on or prior to the Closing Date made or required to be made prior to the Closing, or (iv) “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed by a Group Company prior to the Closing.
(g) Each Group Company is resident for net income tax purposes solely in the country in which it is incorporated (and political subdivisions thereof). No Group Company has a permanent establishment or branch for net income tax purposes outside the country of its incorporation.
(h) Since the date of its respective incorporation, no Group Company has (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund, or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liabilities or refund.
Section 3.13 Anti-Corruption.
Each Group Company is, and since its formation has been, in compliance in all material respects with all applicable anti-bribery and anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010 (to the extent applicable). No Group Company, nor any of its directors, officers or, to the Knowledge of Parent, employees, has made, offered, promised or authorised any unlawful payment to any government official or other Person.
Section 3.14 Data Privacy.
Each Group Company is, and since its formation has been, in compliance in all material respects with all applicable Laws relating to data privacy, data protection and the collection, storage, use, disclosure, processing and security of personal information, and with its published privacy policies. No Group Company has experienced any material data security breach or unauthorised access to personal information in its possession or control.
Section 3.15 Cybersecurity.
The Group Companies maintain commercially reasonable information technology systems and security measures to protect the confidentiality, integrity and availability of their information technology assets and data. To the Knowledge of Parent, since January 1, 2024, no Group Company has experienced any material cybersecurity incident, including any unauthorised access, use, disclosure, modification or destruction of data or information technology systems.
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Section 3.16 Korean Regulatory Matters.
(a) All reports, filings and notifications required under FETA in connection with the acquisition by Korean residents of shares in Parent, including any overseas direct investment report, report of acquisition of foreign securities and any report of change, have been duly made or are set out on Section 3.16 of the Parent Disclosure Schedule together with the timetable for their completion.
(b) All filings required under FIPA in respect of the status of KQC Korea as a foreign-invested company have been duly made, and Section 3.16 of the Parent Disclosure Schedule sets out the effect (if any) of that status on the eligibility of KQC Korea for government research and development projects, subsidies and public procurement.
(c) Section 3.16 of the Parent Disclosure Schedule identifies whether any technology of KQC Korea has been designated as national core technology or national strategic technology under applicable Korean Law and, if so, the approval requirements applicable to the Transactions.
Section 3.17 Employee and Environmental Matters; Insurance; Related Party Transactions.
Except as set out on Section 3.17 of the Parent Disclosure Schedule, (a) each Group Company is in compliance in all material respects with all applicable employment and labour Laws and no Group Company is party to any collective bargaining agreement; (b) each Group Company is in compliance in all material respects with all applicable environmental Laws; (c) the Group Companies maintain insurance in such amounts and against such risks as is customary for companies of their size and in their industry; and (d) there is no contract or arrangement between any Group Company, on the one hand, and any director, officer or holder of five percent (5%) or more of the Parent Common Stock or any of their respective Affiliates, on the other hand.
Section 3.18 Brokers.
Except as set out on Section 3.18 of the Parent Disclosure Schedule, no broker, finder or investment banker is entitled to any fee or commission in connection with the Transactions based upon arrangements made by or on behalf of any Group Company.
Section 3.19 Information Supplied.
None of the information supplied by Parent expressly for inclusion in the Registration Statement will, at the time the Registration Statement is declared effective, at the time the Proxy Statement/Prospectus is first mailed to SPAC’s shareholders, or at the time of the SPAC Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 3.20 No Other Representations.
Except for the representations and warranties expressly set out in this Article III, none of Parent, Merger Sub or any other Person makes any representation or warranty, express or implied, with respect to the Group Companies or the Transactions, and Parent disclaims any such other representation or warranty.
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Article
IV
REPRESENTATIONS AND WARRANTIES OF SPAC
Except as set out in the disclosure schedules delivered by SPAC to Parent concurrently with the execution of this Agreement (the “SPAC Disclosure Schedules”) or as disclosed in the SPAC SEC Reports filed prior to the date of this Agreement, SPAC represents and warrants to Parent and Merger Sub as follows.
Section 4.1 Organisation and Standing.
SPAC is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands, and has full corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted.
Section 4.2 Authority; Enforceability.
SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and, subject to obtaining the SPAC Shareholder Approval, to consummate the Transactions. This Agreement constitutes the legal, valid and binding obligation of SPAC, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws and to general principles of equity.
Section 4.3 Capitalisation.
(a) As of the date of this Agreement, the issued and outstanding share capital of SPAC comprises 8,500,000 SPAC Class A Ordinary Shares subject to possible redemption, 340,000 SPAC Class A Ordinary Shares not subject to redemption, and 2,125,000 Founder Shares, being 10,965,000 shares in aggregate. In addition, 8,755,000 SPAC Rights are outstanding.
(b) Except for the SPAC Rights and as set out on Section 4.3 of the SPAC Disclosure Schedule, there are no outstanding options, warrants, rights, convertible securities or other agreements obliging SPAC to issue, sell or repurchase any security. SPAC has no outstanding warrants.
(c) All outstanding shares of SPAC have been duly authorised and validly issued and are fully paid and non-assessable.
Section 4.4 Trust Account.
(a) As of June 30, 2026, the Trust Account held $91,885,042, corresponding to a redemption value of approximately $10.81 per public share, and no Redemption has occurred since SPAC’s initial public offering.
(b) The trust agreement governing the Trust Account is in full force and effect, and there are no side letters or other agreements that would cause the description of the Trust Account in the SPAC SEC Reports to be inaccurate in any material respect. Upon the Closing, the obligations of SPAC to dissolve or liquidate pursuant to the SPAC Governing Documents will terminate.
Section 4.5 SEC Reports; Financial Statements; Internal Controls.
SPAC has timely filed all forms, reports and documents required to be filed by it with the SEC since its initial public offering (the “SPAC SEC Reports”). As of their respective dates, the SPAC SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements included in the SPAC SEC Reports were prepared in accordance with GAAP and fairly present in all material respects the financial position and results of operations of SPAC as of the dates and for the periods indicated. SPAC maintains disclosure controls and procedures and internal control over financial reporting as required by Rules 13a-15 and 15d-15 under the Exchange Act.
Section 4.6 Nasdaq Listing.
The SPAC Units, SPAC Class A Ordinary Shares and SPAC Rights are registered under Section 12(b) of the Exchange Act and are listed on Nasdaq. SPAC has not received any notice of delisting or of non-compliance with any Nasdaq continued listing standard that has not been resolved.
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Section 4.7 No Conflict; Governmental Approvals.
The execution, delivery and performance of this Agreement by SPAC and the consummation of the Transactions do not and will not (a) conflict with the SPAC Governing Documents, (b) conflict with or violate any Law or Order applicable to SPAC, or (c) result in any breach of or default under any material contract to which SPAC is a party, except as would not reasonably be expected to have a SPAC Material Adverse Effect. No consent of or filing with any Governmental Authority is required on the part of SPAC other than those referred to in Section 3.6 and the SPAC Shareholder Approval.
Section 4.8 Litigation; Compliance; Liabilities.
There is no Action pending or, to the Knowledge of SPAC, threatened against SPAC that would reasonably be expected to have a SPAC Material Adverse Effect. SPAC is in compliance in all material respects with all Laws applicable to it and has no liabilities other than those reflected in the SPAC SEC Reports, incurred in the ordinary course since the date of the most recent balance sheet included therein, or incurred in connection with the Transactions, including deferred underwriting commissions of $1,700,000.
Section 4.9 Taxes.
SPAC has filed all material Tax Returns required to be filed by it and has paid all material Taxes due and payable. SPAC has not taken or agreed to take any action, and is not aware of any fact or circumstance, that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.
Section 4.10 Brokers; Board Approval.
Except as set out on Section 4.10 of the SPAC Disclosure Schedule, no broker, finder or investment banker is entitled to any fee or commission in connection with the Transactions based upon arrangements made by or on behalf of SPAC. The board of directors of SPAC has approved this Agreement and the Transactions and has resolved to recommend that SPAC’s shareholders approve the Transaction Proposals.
Section 4.11 Information Supplied; No Other Representations.
None of the information supplied by SPAC expressly for inclusion in the Registration Statement will, at the times referred to in Section 3.19, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except for the representations and warranties expressly set out in this Article IV, SPAC makes no representation or warranty, express or implied.
Article
V
COVENANTS
Section 5.1 Conduct of Business of the Group Companies.
From the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement, except as contemplated by this Agreement, as required by Law or as consented to by SPAC in writing (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each Group Company to, conduct its business in the ordinary course and use reasonable best efforts to preserve intact its business organisation, assets and relationships with material customers, suppliers and employees, and shall not: (a) amend its governing documents other than as contemplated by this Agreement; (b) issue, sell or grant any equity security or any security convertible into an equity security, other than pursuant to the Convertible Debt in accordance with its terms; (c) declare or pay any dividend or make any distribution; (d) split, combine, redeem or reclassify any equity security other than pursuant to the Pre-Closing Recapitalization; (e) incur, assume, guarantee or become liable for indebtedness for borrowed money in excess of $100,000 in aggregate; (f) sell, lease, licence or otherwise dispose of any material asset, including any material Intellectual Property, other than in the ordinary course; (g) acquire any business or Person (whether by merger, consolidation, acquisition of stock or assets or otherwise); (h) make any material change to its accounting methods other than as required by GAAP or IFRS; (i) enter into, amend, modify or terminate any material contract; (j) settle any Action for an amount in excess of $100,000 or involving any non-monetary relief; (k) make, change or revoke any material Tax election or settle any material Tax claim; (l) increase the compensation or benefits of any current or former employee, officer, director, or individual independent contractor by more than 2%, except (A) as required by applicable Law, (B) pursuant to the terms of any existing benefit plan of the applicable Group Company, or (C) in the ordinary course of business consistent with past practice for employees below the level of vice president; or (m) agree to do any of the foregoing.
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Section 5.2 Conduct of Business of SPAC.
From the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement, except as contemplated by this Agreement, as required by Law or as consented to by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), SPAC shall not: (a) amend the SPAC Governing Documents, other than as required in connection with an Extension Meeting or as contemplated by this Agreement; (b) issue, sell or grant any security, other than in connection with a Backstop Arrangement or PIPE Financing agreed with Parent; (c) declare or pay any dividend or make any distribution; (d) withdraw any amount from the Trust Account other than to pay Taxes or to fund Redemptions in accordance with the SPAC Governing Documents; (e) incur any indebtedness; (f) enter into, amend or waive any material provision of any contract outside the ordinary course; or (g) agree to do any of the foregoing; provided, that Parent’s consent shall not be required for (i) the Sponsor to lend funds to SPAC in connection with any extension of SPAC’s deadlines under its organizational documents or for other general working capital or (ii) Sponsor to enter into non-redemption agreements or other similar arrangements with third parties; provided, further that Parent’s consent shall be deemed to be provided if Parent has not responded to SPAC’s written request for consent within three Business Days of SPAC’s delivery of such request.
Section 5.3 The Extension.
(a) The parties acknowledge that the period remaining before October 25, 2026 is not sufficient to permit the Registration Statement to be declared effective, and that obtaining an extension of SPAC’s deadline is a precondition to the consummation of the Transactions.
(b) SPAC shall, as promptly as practicable following the date of this Agreement, prepare and file with the SEC a proxy statement in respect of an Extension Meeting, convene the Extension Meeting and use its reasonable best efforts to obtain approval of a Shareholder Extension. Parent shall cooperate and shall provide such information as SPAC reasonably requests for that purpose.
(c) The Extension Costs shall be shown as a separate line item in the Approved Budget. For the avoidance of doubt, the Prior Extension Payments have already been disbursed and are not part of the Extension Costs.
(d) The Sponsor shall vote all of its shares in favour of a Shareholder Extension and shall not Redeem any share in connection with the Extension Meeting.
(e) The parties shall use reasonable best efforts to put in place, prior to an Extension Meeting, backstop arrangements or other measures as they may agree in order to limit Redemptions at an Extension Meeting (each, a “Backstop Arrangement”).
Section 5.4 Registration Statement; Proxy Statement.
(a) As promptly as practicable following the date of this Agreement, and in any event no later than thirty (30) days after delivery of the financial statements required by Section 5.5(c), Parent shall prepare and file with the SEC the Registration Statement, and SPAC shall cooperate in its preparation. Parent shall cause KQC Korea to be included as a co-registrant on the Registration Statement to the extent required by the Securities Act and the rules thereunder, and shall cause each Person required to sign the Registration Statement to do so. Each party shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable and to keep it effective as long as necessary to consummate the Transactions.
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(b) Each party shall respond as promptly as practicable, and in any event within ten (10) Business Days of receipt, to any comments of the SEC staff and shall provide the other party with a reasonable opportunity to review and comment on all filings and responses before they are made. No filing or response shall describe SPAC, the Sponsor, the Trust Account, the Redemptions or the Merger consideration without SPAC’s prior written consent; provided that, if a party cannot respond within such ten (10) Business Day period, it shall promptly notify the other party of the reason it cannot do so and the expected timing of its response.
(c) If at any time before the Closing any information relating to a party is discovered which should be set out in an amendment or supplement to the Registration Statement, that party shall promptly notify the other and an appropriate amendment or supplement shall be filed and, to the extent required by Law, disseminated to SPAC’s shareholders.
(d) Parent shall consult with SPAC before including any projections, forecasts or other forward-looking financial information of any Group Company in the Registration Statement or the Proxy Statement/Prospectus, and shall provide SPAC with the material bases and assumptions underlying, and the identity of the preparer of, any such information sufficiently in advance of filing to permit the disclosure required by the rules applicable to de-SPAC transactions.
Section 5.5 PCAOB Audit.
(a) Engagement. Parent shall, and shall cause KQC Korea to, engage an independent registered public accounting firm reasonably acceptable to SPAC as promptly as practicable and no later than fifteen (15) Business Days after the date of this Agreement. The firm must be (i) registered with the PCAOB, (ii) subject to regular PCAOB inspection and not located in, and not relying on any component auditor located in, any jurisdiction that limits the PCAOB’s ability to inspect it, and (iii) independent of the Group Companies under both the SEC’s and the PCAOB’s independence rules with respect to each period to be presented in the Registration Statement. Parent shall deliver written evidence of the engagement to SPAC promptly upon execution of the engagement letter.
(b) US GAAP conversion. Parent shall, and shall cause KQC Korea to, convert the historical financial statements of the Group Companies from Korean generally accepted accounting principles to GAAP, and shall retain accounting advisers reasonably acceptable to SPAC for that purpose. Parent shall deliver to SPAC a written conversion plan and timetable no later than twenty (20) Business Days after the date of this Agreement and shall report to SPAC on progress not less frequently than every two (2) weeks.
(c) Delivery. Parent shall deliver audited consolidated financial statements of the Group Companies for each period required by Regulation S-X (including Article 15 thereof) to be included in the Registration Statement, prepared in accordance with GAAP and audited in accordance with the standards of the PCAOB, together with any reviewed interim financial statements required by Regulation S-X, no later than November 30, 2026.
(d) Refresh. Parent shall deliver such additional, updated or re-audited financial statements, and cause such additional interim reviews to be completed, as are necessary in order that the Registration Statement contains financial statements satisfying the age requirements of Regulation S-X at the time the Registration Statement is declared effective. Without limiting the foregoing, if the Registration Statement has not been declared effective on or before February 14, 2027, Parent shall deliver audited consolidated financial statements of the Group Companies for the fiscal year ended December 31, 2026, audited in accordance with the standards of the PCAOB.
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Section 5.6 SPAC Shareholder Meeting.
(a) As promptly as practicable following the effectiveness of the Registration Statement, SPAC shall duly convene and hold the SPAC Shareholder Meeting, shall distribute the Proxy Statement/Prospectus to its shareholders and shall solicit proxies in favour of the Transaction Proposals. The board of directors of SPAC (the “SPAC Board”) shall recommend that shareholders vote in favour of the Transaction Proposals (the “SPAC Board Recommendation”) and shall not withdraw or modify the SPAC Board Recommendation in a manner adverse to Parent (a “Change of Recommendation”), except as required by its fiduciary duties.
(b) Notwithstanding the foregoing or anything to the contrary in Section 5.6, at any time prior to the receipt of the SPAC Shareholder Approval, (i) if the SPAC Board receives a bona fide written Acquisition Proposal that did not result from a breach of Section 5.8, the SPAC Board and its Representatives may engage in discussions or negotiations with, and furnish non-public information to, the Person making such Acquisition Proposal (provided that SPAC concurrently makes available to Parent any non-public information so furnished that was not previously provided to Parent) if the SPAC Board has determined in good faith, after consultation with its financial adviser and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that the failure to take such action would be inconsistent with the fiduciary duties of the SPAC Board under applicable Law; and (ii) the SPAC Board may effect a Change of Recommendation or cause SPAC to terminate this Agreement pursuant to Section 7.1(j) in order to enter into a definitive agreement with respect to a Superior Proposal, but only if:
(i) SPAC has provided Parent with written notice (a “Superior Proposal Notice”) at least five (5) Business Days prior to taking such action, which notice shall identify the Person making the Superior Proposal, describe its material terms and conditions, and include copies of all relevant transaction documents;
(ii) during the five (5) Business Day period following delivery of the Superior Proposal Notice (the “Matching Period”), SPAC and its Representatives have, if requested by Parent, negotiated in good faith with Parent and its Representatives regarding any revisions to this Agreement proposed by Parent; and
(iii) at the end of the Matching Period, the SPAC Board has determined in good faith, after consultation with its financial adviser and outside legal counsel, that the Acquisition Proposal continues to constitute a Superior Proposal after giving effect to any revisions to this Agreement proposed by Parent during the Matching Period, and that the failure to effect a Change of Recommendation or terminate this Agreement would be inconsistent with the fiduciary duties of the SPAC Board under applicable Law.
(c) If at any time after delivery of a Superior Proposal Notice and prior to the expiration of the Matching Period the Acquisition Proposal is amended in any material respect, SPAC shall deliver a new Superior Proposal Notice and the Matching Period shall recommence.
Section 5.7 Nasdaq Listing; Successor Issuer Filings.
Parent shall use its reasonable best efforts to satisfy the initial listing requirements of Nasdaq, including the round lot holder, publicly held shares and market value of publicly held shares requirements, and shall keep SPAC informed of the status of the listing application. Parent shall instruct the transfer agent to conduct a round lot holder analysis at an early stage and shall promptly notify SPAC of any indication that a listing requirement may not be satisfied. The parties shall make the filings contemplated by Section 2.16(b) and Section 2.16(c) on a timely basis.
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Section 5.8 Exclusivity.
From the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement, neither Parent nor SPAC shall, and each shall cause its Affiliates and Representatives not to, solicit, initiate, encourage or engage in any discussion or negotiation with respect to, or enter into any agreement in respect of, any Acquisition Proposal. Each of the Parties will furthermore reasonably cooperate, and cause its respective Representatives to reasonably cooperate, with the other party and its respective Representatives regarding all due diligence matters, including document requests, and shall respond to reasonable due diligence requests within three (3) business days of receipt thereof. Each party shall promptly, and in any event within two (2) Business Days, notify the other of any Acquisition Proposal received by it, which notice shall identify the Person making it and describe its material terms and conditions and shall be accompanied by copies of any written proposal. The receiving party shall keep the other reasonably informed of any change to the material terms of any Acquisition Proposal. Nothing in this Section 5.8 limits the ability of the board of directors of SPAC to act as contemplated by the final sentence of Section 5.6.
Section 5.9 Access to Information; Diligence; Confidentiality.
(a) Each party shall afford the other and its Representatives reasonable access, upon reasonable notice and during normal business hours, to its properties, books, records and personnel, and shall maintain and continue to populate the virtual data room established in connection with the transactions contemplated by this Agreement.
(b) Parent shall, and shall cause each other Group Company to, (i) complete and return to SPAC all diligence questionnaires and respond to each due diligence request provided by or on behalf of SPAC to Parent or any other Group Company prior to the date of this Agreement (to the extent not already completed and returned), and (ii) complete and return to SPAC all diligence questionnaires and respond to each due diligence request provided by or on behalf of SPAC to Parent or any Group Company after the date of this Agreement. All responses shall be accurate and complete in all material respects as of the date provided. Any response shall include all documents and information reasonably responsive to the applicable request. Parent shall supplement or update any previously delivered response promptly upon becoming aware that such response is incomplete or inaccurate in any material respect.
(c) Parent shall cause the counsel of KQC Korea to deliver to SPAC, no later than fifteen (15) Business Days after the date of this Agreement, a letter, in form and substance reasonably satisfactory to SPAC, addressed to SPAC and its counsel, confirming that SPAC and its counsel may rely on the legal due diligence report prepared by such counsel for KQC Korea in connection with the Transactions (the “Reliance Letter”), to the same extent as if such report had been prepared at the request of, and addressed to, SPAC. The Reliance Letter shall not contain any qualifications, limitations or disclaimers that are not customary for reliance letters of this type. Parent shall, and shall cause KQC Korea to, use reasonable best efforts to cause such Korean counsel to cooperate with SPAC and its counsel in responding to any follow-up questions or requests for clarification arising from such due diligence report.
(d) The Parties acknowledge and agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms during the period from the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement. The terms of the Confidentiality Agreement are hereby incorporated by reference and shall survive any termination of this Agreement in accordance with the terms thereof.
Section 5.10 Regulatory Approvals; Korean Filings.
Each party shall use its reasonable best efforts to obtain all consents and approvals and to make all filings required in connection with the Transactions, including any filing required under FETA or FIPA in respect of the change in the shareholding of Parent resulting from the Merger, and shall cooperate with the other party in connection therewith. Parent shall complete or cure any outstanding item identified on Section 3.2 of the Parent Disclosure Schedule or Section 3.16 of the Parent Disclosure Schedule prior to the Closing.
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Section 5.11 Convertible Debt Consents.
Parent shall use its reasonable best efforts to obtain the consents and amendments contemplated by Section 2.12(b) as promptly as practicable, and in any event prior to the effectiveness of the Registration Statement.
Section 5.12 De-SPAC Costs.
Parent shall be responsible for all De-SPAC Costs; provided, that in no event shall Parent be responsible for De-SPAC Costs in excess of the De-SPAC Cost Cap; provided, further that the De-SPAC Cost Cap shall not apply to (i) the costs and expenses incurred in connection with obtaining the D&O Tail Policy and the SPAC Fairness Opinion and (ii) any other De-SPAC Costs required to be incurred by applicable law, in connection with any filings made with the SEC or Nasdaq or any Extension Costs. To the extent that any De-SPAC Costs were or are incurred by or on behalf of SPAC, subject to the De-SPAC Cost Cap, Parent shall upon SPAC’s written request, pay such De-SPAC Cost to the applicable third party or advance such funds to SPAC for further payment to the applicable third party. Parent shall not be entitled to reimbursement of any De-SPAC Costs paid or incurred by or on behalf of SPAC.
Section 5.13 Approved Budget.
Prior to the date hereof, SPAC prepared and delivered to Parent a detailed budget of anticipated De-SPAC Costs (the “Approved Budget”). To the extent either Party becomes aware of any individual De-SPAC Cost that may exceed the applicable line item in the Approved Budget by more than fifteen percent (15%), such Party shall promptly notify the other Parties whose prior written consent (not to be unreasonably withheld, conditioned, or delayed) shall be required for such Party to incur such De-SPAC Cost. SPAC shall provide Parent with monthly reports of De-SPAC Costs incurred. To the extent SPAC seeks to engage a new third party that would constitute a De-SPAC Cost, SPAC shall consider in good faith any comments or input by Parent with respect to the selection of such third party.
Section 5.14 PIPE Financing and Backstop.
The parties shall cooperate in good faith in seeking a PIPE Financing and any Backstop Arrangement, and shall consult with each other as to the terms, timing and identity of investors. Without limiting Section 5.2, neither party shall enter into any subscription agreement or backstop arrangement without the prior written consent of the other, such consent not to be unreasonably withheld, conditioned or delayed; provided, that Parent’s consent shall be deemed to be provided if Parent has not responded to SPAC’s written request for consent within three Business Days of SPAC’s delivery of such request. The parties shall conduct any PIPE Financing and any Backstop Arrangement in a manner that (a) qualifies for an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D thereunder, (b) does not involve any general solicitation or general advertising, and (c) would not reasonably be expected to result in the integration of such offering with the offering registered on the Registration Statement or otherwise jeopardise the availability of that exemption or the effectiveness of the Registration Statement. Each party shall obtain customary accredited-investor representations from each investor.
Section 5.15 Parent Charter; Equity Incentive Plan.
At or prior to the Effective Time, Parent shall file the Parent Charter with the Secretary of State of the State of Delaware and shall adopt the Equity Incentive Plan. The Parent Charter shall provide that each share of Parent Class A Common Stock carries one (1) vote and, if any additional class or series of common stock is created, that such class or series shall also be entitled to vote generally in the election of directors. The Parent Charter shall be in a form consistent with the Intended Tax Treatment and with the requirements of Nasdaq applicable to a capital structure established prior to initial listing.
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Section 5.16 Sponsor Support.
Concurrently with the execution of this Agreement, the Sponsor has delivered the Sponsor Support Agreement, pursuant to which the Sponsor agrees, among other things, to (a) vote all of its SPAC securities in favour of the Transaction Proposals and the extension contemplated by Section 5.3, (b) not Redeem any SPAC security, (c) be bound by the Lock-Up Agreement, and (d) such forfeiture or deferral arrangements in respect of the Founder Shares as are set out therein, in each case structured so that the consideration issued in respect of the Founder Shares consists solely of voting stock of Parent, consistent with Section 2.8(c) and Section 2.15(a).
Section 5.17 Tax Matters.
The parties shall cooperate in the preparation and filing of any Tax Return relating to the Transactions and in obtaining any tax opinion reasonably requested by SPAC, including by delivering customary representation letters. Section 2.15 shall govern the Intended Tax Treatment.
Section 5.18 Public Announcements.
Neither party shall issue any press release or make any public announcement in respect of the Transactions without the prior written consent of the other, except as required by Law or the rules of Nasdaq, in which case the disclosing party shall use reasonable efforts to consult with the other party in advance. Each party shall file, or furnish to the other for filing, each written communication relating to the Transactions that is required to be filed pursuant to Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, in each case on the date of first use. Each such communication shall contain the legends and the statement regarding the participants in the solicitation required by those rules. Each party shall comply with Regulation FD and shall not selectively disclose material non-public information relating to the Transactions.
Section 5.19 Directors’ and Officers’ Indemnification.
(a) For a period of six (6) years (or, if longer, any applicable statute of limitations period) following the Closing, Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions in favour of the present and former directors and officers of SPAC contained in the SPAC Governing Documents as of the date of this Agreement, and Parent shall purchase a “tail” directors’ and officers’ liability insurance policy in respect of such persons on customary terms (the “D&O Tail Policy”), the cost of which shall constitute a De-SPAC Cost.
(b) Effective at the Closing, Parent shall procure customary public-company director and officer insurance covering the directors and officers of Parent and the Group Companies, including KQC Korea, and employees to the extent insured persons under that policy.
Section 5.20 Use of Proceeds; Further Assurances.
(a) Immediately upon the Closing, the cash of SPAC, including the proceeds of any PIPE Financing and the funds remaining in the Trust Account after giving effect to Redemptions, shall be applied to (a) the payment of SPAC’s accrued and unpaid expenses, the deferred underwriting commission and amounts owed to the Sponsor or its designee, and (b) working capital and general corporate purposes of Parent and its Subsidiaries. Each party shall execute such further documents and take such further action as may reasonably be required to give effect to the Transactions.
(b) Subject to the terms and conditions of this Agreement, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Law to cause the conditions to Closing set forth in Article VI to be satisfied as promptly as reasonably practicable, and in any event prior to the Outside Date, and to consummate the transactions contemplated by this Agreement.
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Section 5.21 Directors and Officers; Questionnaires.
Parent shall deliver to SPAC, no later than 20 Business Days prior to the initial filing of the Registration Statement, completed directors’ and officers’ questionnaires for each Person expected to serve as a director or officer of Parent following the Closing, and shall identify the Persons expected to satisfy the audit committee independence, financial literacy and “audit committee financial expert” requirements of Nasdaq and the SEC. Parent shall not designate any director who would cause Parent to fail to satisfy any applicable Nasdaq or SEC independence requirement.
Prior to the Effective Time, the board of directors of Parent shall adopt resolutions, in accordance with Rule 16b-3 under the Exchange Act, approving the acquisition of Parent Common Stock pursuant to Section 2.8 by each Person who will be a director or officer of Parent subject to Section 16 of the Exchange Act.
Section 5.22 Supplements to Disclosure Schedule.
From the date hereof until the Closing, Parent shall have the right to supplement, modify or otherwise update the Parent Disclosure Schedule with respect to events occurring, or circumstances arising, after the date hereof that, if existing on the date hereof, would have been required to be set forth or described in the Parent Disclosure Schedule. Parent shall deliver the Parent Disclosure Schedule at least ten (10) days prior to the Closing. Any such supplement, modification or update will amend the applicable Parent Disclosure Schedule and qualify the applicable representations and warranties contained in this Agreement as of the Closing Date. For purposes of determining satisfaction of the conditions set forth in Section 6.2, such supplement or amendment shall not be deemed to amend or supplement the Parent Disclosure Schedule; provided, however, to the extent the Closing occurs, SPAC will be deemed to have accepted the Parent Disclosure Schedule as supplemented and amended pursuant to this Section 5.22 for all purposes of this Agreement.
Article
VI
CONDITIONS TO CLOSING
Section 6.1 Conditions to the Obligations of Each Party.
The obligation of each party to consummate the Transactions is subject to the satisfaction, or waiver by each of Parent and SPAC (to the extent permitted by Law), of the following conditions:
(a) No Order. No Governmental Authority shall have enacted or issued any Law or Order that is in effect and that enjoins, restrains or otherwise prohibits the consummation of the Transactions;
(b) SPAC Shareholder Approval. The SPAC Shareholder Approval shall have been obtained;
(c) Registration Statement. The Registration Statement shall have been declared effective under the Securities Act, and no stop order shall be in effect or threatened;
(d) Nasdaq Listing. The shares of Parent Class A Common Stock to be issued pursuant to Section 2.8 shall have been approved for listing on Nasdaq, subject only to official notice of issuance, and Parent shall satisfy Nasdaq’s initial listing requirements;
(e) Shareholder Extension. A Shareholder Extension shall have been approved at the Extension Meeting and SPAC’s deadline to consummate an initial business combination shall have been extended to a date not earlier than the Closing Date;
(f) Antitrust. Any applicable waiting period under the HSR Act or any other applicable antitrust Law shall have expired or been terminated;
(g) Minimum Net Cash Condition. The aggregate cash available at the Closing (including funds from the Trust Account remaining after giving effect to all shareholder redemptions and the net proceeds from any PIPE Financing) shall not be less than $30,000,000 or such other amounts as SPAC and Parent may agree in writing (the “Minimum Net Cash Condition”); and
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(h) Plan of Merger. The Plan of Merger and all other documents required by section 233 of the Cayman Companies Act shall be in a form capable of being filed with the Cayman Registrar.
Section 6.2 Conditions to the Obligations of SPAC.
The obligation of SPAC to consummate the Transactions is further subject to the satisfaction, or waiver by SPAC, of the following conditions:
(a) (i) the representations and warranties of Parent and Merger Sub in Article III (other than the Fundamental Representations) shall be true and correct in all material respects (or, where qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, except to the extent expressly made as of an earlier date and (ii) the Fundamental Representations shall be true and correct as of the Closing Date, except to the extent expressly made as of an earlier date;
(b) Parent and Merger Sub shall have performed in all material respects all covenants required to be performed by them at or prior to the Closing;
(c) SPAC shall have received a certificate of a duly authorised officer of Parent certifying as to Section 6.2(a) and Section 6.2(b) and as to the completion of the Pre-Closing Recapitalization;
(d) SPAC shall have received evidence reasonably satisfactory to it that the Reorganization has been completed and that Parent holds one hundred percent (100%) of the issued and outstanding shares of KQC Korea, including a certified copy of the shareholder register of KQC Korea;
(e) the PCAOB-audited financial statements contemplated by Section 5.5 shall have been delivered;
(f) each of the Ancillary Agreements to which Parent, the applicable Group Company, Merger Sub or any of their Affiliates is a party shall have been executed and delivered by Parent, the applicable Group Company, Merger Sub or their Affiliates, as applicable;
(g) the consents and amendments in respect of the Convertible Debt contemplated by Section 2.12(b) shall have been obtained;
(h) each consent, approval and filing set out on Section 3.2, Section 3.6 and Section 3.16 of the Parent Disclosure Schedule shall have been obtained or made;
(i) Parent shall have obtained the D&O Tail Policy;
(j) the Parent Charter shall have been filed and shall be in full force and effect;
(k) the Equity Incentive Plan shall have been duly adopted and the Closing Grants shall have been granted concurrent with the Closing;
(l) Parent shall have obtained, at its sole cost and expense, an independent valuation report from a reputable valuation firm reasonably acceptable to SPAC, addressing the fair market value of Parent as of a date not more than sixty (60) days prior to the Closing Date; and
(m) no Parent Material Adverse Effect shall have occurred and be continuing.
Section 6.3 Conditions to the Obligations of Parent and Merger Sub.
The obligation of Parent and Merger Sub to consummate the Transactions is further subject to the satisfaction, or waiver by Parent, of the following conditions:
(a) the representations and warranties of SPAC in Article IV shall be true and correct in all material respects (or, where qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, except to the extent expressly made as of an earlier date;
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(b) SPAC shall have performed in all material respects all covenants required to be performed by it at or prior to the Closing;
(c) Parent shall have received a certificate of a duly authorised officer of SPAC certifying as to Section 6.3(a) and Section 6.3(b);
(d) each of the Ancillary Agreements to which SPAC or Sponsor is a party shall have been executed and delivered by SPAC or Sponsor, as applicable;
(e) the Trustee shall have been instructed to release the funds in the Trust Account in accordance with the trust agreement and this Agreement;
(f) SPAC shall have obtained an independent fairness opinion from a U.S.-credentialed financial adviser reasonably acceptable to Parent, opining as to the fairness, from a financial point of view, of the transactions contemplated by this Agreement to the shareholders of SPAC (the “SPAC Fairness Opinion”); and
(g) no SPAC Material Adverse Effect shall have occurred and be continuing.
Section 6.4 Frustration of Conditions.
No party may rely on the failure of any condition in this Article VI to be satisfied if that failure was caused by, or resulted from, that party’s breach of any representation, warranty, covenant or agreement in this Agreement.
Article
VII
TERMINATION
Section 7.1 Termination.
This Agreement may be terminated at any time prior to the Closing:
(a) by mutual written consent of Parent and SPAC;
(b) by either Parent or SPAC if the Closing has not occurred on or before the Outside Date, provided that this right shall not be available to a party whose material breach has been the primary cause of the failure of the Closing to occur;
(c) by either Parent or SPAC if any Governmental Authority has issued a final and non-appealable Order permanently prohibiting the Transactions;
(d) by either Parent or SPAC if the SPAC Shareholder Approval is not obtained at the SPAC Shareholder Meeting;
(e) by either Parent or SPAC if the extension contemplated by Section 5.3 is not approved at the Extension Meeting, SPAC’s deadline to consummate an initial business combination (after given effect to any Shareholder Extension) shall have passed without the Closing having occurred or if SPAC becomes required to redeem its SPAC Class A Ordinary Shares and liquidate the Trust Account in accordance with the SPAC Governing Documents;
(f) by SPAC, if Parent or Merger Sub has breached any representation, warranty or covenant such that a condition in Section 6.2 would not be satisfied, and such breach is incapable of cure or has not been cured within thirty (30) days of written notice;
(g) by Parent, if SPAC has breached any representation, warranty or covenant such that a condition in Section 6.3 would not be satisfied, and such breach is incapable of cure or has not been cured within thirty (30) days of written notice;
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(h) by either Parent or SPAC if the Minimum Net Cash Condition is incapable of being satisfied as of the Closing Date;
(i) by SPAC, if the financial statements required by Section 5.5(c) or Section 5.5(d) have not been delivered by the date specified therein, provided that this right shall not be available to SPAC if its breach has been the primary cause of the failure to deliver;
(j) by SPAC, in order to enter into a definitive agreement providing for a Superior Proposal, provided that (A) SPAC has complied with Section 5.6 in all material respects (including the notice and Matching Period requirements therein) and (B) substantially concurrently with such termination SPAC enters into such definitive agreement; or
(k) by SPAC, if during the forty-five (45) day period following the date of this Agreement (the “Diligence Period”), SPAC discovers any fact, circumstance or condition relating to the Group Companies that it reasonably believes is material and adverse to the Group Companies, individually or in the aggregate.
Section 7.2 Effect of Termination.
Upon valid termination, this Agreement shall become void and of no further force or effect, without liability on the part of any party, except that (a) no termination shall relieve any party of liability for fraud or wilful breach, (b) the obligations of the parties set forth in the Confidentiality Agreement, Section 5.3 (The Extension), Section 5.12 (De-SPAC Costs), Section 9.6 (Expenses), and this Section 7.2 shall survive any termination of this Agreement in accordance with their respective terms.
Article
VIII
NO SURVIVAL; NO INDEMNIFICATION
Section 8.1 No Survival.
The representations and warranties of the parties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall not survive the Closing and shall terminate at the Effective Time. Covenants that by their terms are to be performed following the Closing shall survive in accordance with their terms. Nothing in this Section 8.1 limits the liability of any party for fraud or wilful breach.
Section 8.2 No Indemnification.
There shall be no post-Closing indemnification obligation under this Agreement. No party, and no director, officer or shareholder of any party, shall have any liability to any other party for indemnification in respect of any representation, warranty, covenant or obligation contained in this Agreement following the Closing, save in respect of fraud or wilful breach.
Section 8.3 Fraud; Wilful Breach.
“Fraud” means actual common law fraud (requiring scienter) with respect to the making of any representation or warranty set out in this Agreement, and does not include any claim based on constructive knowledge, negligent misrepresentation or any similar theory based on recklessness or negligence. “Wilful Breach” means a material breach of any covenant that is the consequence of an intentional act or intentional failure to act by the breaching party with actual knowledge that such act or failure would constitute or result in a material breach.
Section 8.4 Exclusive Remedy; Damages.
Except in respect of fraud or wilful breach, and without limiting Section 9.6, from and after the Closing this Article VIII sets out the sole and exclusive remedy of the parties in respect of this Agreement. No party shall be liable to any other for punitive, special, indirect or consequential damages, except to the extent actually awarded to a third party.
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Article
IX
GENERAL PROVISIONS
Section 9.1 Notices.
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by internationally recognised overnight courier, to the following addresses or to such other address as a party may designate in writing:
If to SPAC, to:
CHARLTON ARIA ACQUISITION CORPORATION
221 W 9th Street, #848
Wilmington, Delaware 19801
Attn: Jung Min Lee, Chief Executive Officer
Email: jmlee@charltonaria.com
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
Address: Level 34, 100 Bishopsgate
London EC2N 4AG
United Kingdom
Attn: Hamid Yunis
Email: hamid.yunis@pillsburylaw.com
If to Sponsor, to:
ST Sponsor II Limited
c/o Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Attention: Juno Huang
Email: juno.huang@maples.com
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
Address: Level 34, 100 Bishopsgate
London EC2N 4AG
United Kingdom
Attn: Hamid Yunis
Email: hamid.yunis@pillsburylaw.com
If to Parent, KQC Korea or Merger Sub, to:
KQC QUANTUM, INC.
9F, Units 905 to 908, 55 Centum Jungang-ro
Haeundae-gu, Busan, Republic of Korea
Attention: John Kim
Email: john.kim@kqchub.com
Section 9.2 Entire Agreement; Amendment; Waiver.
This Agreement, together with the Ancillary Agreements, constitutes the entire agreement of the parties in respect of its subject matter and supersedes all prior understandings. This Agreement may be amended, and any provision waived, only by a written instrument signed by Parent and SPAC (and, in respect of any provision applicable to the Sponsor, by the Sponsor). No failure or delay in exercising any right shall operate as a waiver.
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Section 9.3 Governing Law; Jurisdiction; Waiver of Jury Trial.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles; provided that the Merger, the fiduciary duties of the board of directors of SPAC and Merger Sub, and the rights of SPAC’s shareholders in respect of the Merger (including dissenter rights under section 238 of the Cayman Companies Act) shall be governed by the Cayman Companies Act. The parties submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, and irrevocably waive any right to trial by jury.
Section 9.4 Assignment; Third-Party Beneficiaries.
No party may assign this Agreement without the prior written consent of the other parties, and any purported assignment in violation of this Section shall be void. Except for Section 5.19 (which is for the benefit of the present and former directors and officers of SPAC) and Article VIII, this Agreement is not intended to confer any right or remedy on any Person other than the parties.
Section 9.5 Counterparts; Severability; Interpretation.
This Agreement may be executed in counterparts, including by electronic transmission, each of which shall be an original and all of which together shall constitute one instrument. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving as nearly as possible the original intent. Section 1.2 shall govern the construction of this Agreement.
Section 9.6 Expenses.
Except as otherwise provided in this Agreement, including Section 5.12, each party shall bear its own costs and expenses in connection with this Agreement.
Section 9.7 Specific Performance.
The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its terms, and that each party shall be entitled to specific performance and injunctive relief, without proof of actual damages and without the requirement to post any bond, in addition to any other remedy at law or in equity.
Section 9.8 Non-Recourse.
This Agreement may be enforced only against the named parties. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or Representative of any party shall have any liability for any obligation of that party under this Agreement.
Section 9.9 Trust Account Waiver.
Each of Parent, Merger Sub and KQC Korea acknowledges that SPAC has established the Trust Account for the benefit of its public shareholders, and irrevocably waives any right, title, interest or claim of any kind in or to any monies in the Trust Account, and agrees not to seek recourse against the Trust Account, in connection with this Agreement or the Transactions, regardless of whether such claim arises in contract, tort, equity or otherwise. This waiver shall survive any termination of this Agreement.
Section 9.10 Disclosure Schedules.
Disclosure of any item in any section of a Disclosure Schedule shall be deemed disclosure with respect to any other section to which its relevance is reasonably apparent on the face of that disclosure. The inclusion of any item shall not be construed as an admission of materiality.
Section 9.11 Joinder of KQC Korea.
KQC Korea executes this Agreement solely for the purposes of Section 2.12, Section 5.1, Section 5.4, Section 5.5, Section 5.9, Section 5.10, Section 5.11, Section 9.9 and the related provisions of Article VIII and Article IX, and shall have no other obligation or liability under this Agreement. KQC Korea shall execute the Registration Statement as a co-registrant to the extent required by the Securities Act. KQC Korea confirms that it is not a party to the Merger and that its corporate existence, contracts, licences and permits are unaffected by the Merger.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Business Combination Agreement to be duly executed as of the date first written above.
| CHARLTON ARIA ACQUISITION CORPORATION | ||
| By: | /s/ Jung Min Lee | |
| Name: | Jung Min Lee | |
| Title: | Chief Executive Officer and Director | |
| KQC QUANTUM, INC. | ||
| By: | /s/ Ji Hoon Kweon | |
| Name: | Ji Hoon Kweon | |
| Title: | Director, President and CEO | |
| KQC MS LIMITED | ||
| By: | /s/ Ji Hoon Kweon | |
| Name: | Ji Hoon Kweon | |
| Title: | Director | |
| KOREA QUANTUM COMPUTING CO., LTD. | ||
| Solely for the purposes set out in Section 9.11 | ||
| By: | /s/ Joon Young Kim | |
| Name: | Joon Young Kim | |
| Title: | Chief Executive Officer | |
| ST SPONSOR II LIMITED | ||
| Solely for the purposes set out in Section 5.3(d) and Section 5.16 | ||
| By: | /s/ Siak Chan Chen | |
| Name: | Siak Chan Chen | |
| Title: | Managing Partner | |
[Signature Page to Business Combination Agreement]
Exhibit 10.1
SPONSOR SUPPORT AGREEMENT
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2026, by and among (i) ST SPONSOR II LIMITED, a Cayman Islands exempted company (“Sponsor”), (ii) CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company (“SPAC”), and (iii) KQC QUANTUM, INC., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Parent, KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), KOREA QUANTUM COMPUTING CO., LTD. (“KQC Korea”), and Sponsor solely for the purposes specified therein, dated as of October 5, 2026 (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).
WHEREAS, Sponsor owns 255,000 SPAC Class A Ordinary Shares underlying the SPAC’s private placement units and 1,905,000 Founder Shares (collectively, the “Sponsor Shares”);
WHEREAS, in connection with the IPO, certain officers and directors of SPAC (each, an “Insider” and collectively, the “Insiders”) together with the Sponsor and SPAC entered into a letter agreement dated October 24, 2024 (the “Insider Letter”), pursuant to which Sponsor and the Insiders agreed, among other matters, to (i) vote any SPAC Class A Ordinary Shares owned by Sponsor or such Insider in favor of an initial business combination for which SPAC seeks approval, (ii) waive any redemption rights that Sponsor or such Insider may have in connection with the consummation of an initial business combination with respect to any SPAC Class A Ordinary Shares owned by Sponsor or such Insider, (iii) waive any rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and (iv) certain transfer restrictions with respect to the Sponsor Shares;
WHEREAS, SPAC’s Second Amended and Restated Memorandum and Articles of Association (as amended, the “SPAC Charter”) provides, among other matters, that the SPAC Class B Ordinary Shares will automatically convert (if not already converted at the election of the holder) into SPAC Class A Ordinary Shares upon the consummation of an initial business combination;
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, Parent, Merger Sub, KQC Korea and Sponsor are entering into the Business Combination Agreement, pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, (a) immediately prior to, and conditioned upon, the Effective Time, Parent will effect the Pre-Closing Recapitalization; and (b) Merger Sub will merge with and into SPAC, with SPAC surviving the Merger as a direct wholly owned subsidiary of Parent; (collectively, the “Transactions”);
WHEREAS, as a condition and inducement to Parent’s and KQC Korea’s willingness to enter into the Business Combination Agreement, Parent and KQC Korea have required that Sponsor enter into this Agreement.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:
1. Enforcement of Sponsor Voting Requirements, Transfer Restrictions and Redemption Waiver
(a) During the period from the date hereof until the earlier of the Closing and the valid termination of the Business Combination Agreement, for the benefit of Parent, (i) Sponsor agrees that it shall (A) cause all the Sponsor Shares owned by it to be counted as present at the SPAC Shareholder Meeting (including any adjournment or postponement thereof) for purposes of calculating a quorum thereat, (B) vote all Sponsor Shares in favor of the Transaction Proposals, including the SPAC Shareholder Approval (as defined in the Business Combination Agreement), (C) not redeem any Sponsor Shares, including in connection with the SPAC Shareholder Meeting or an Extension Meeting, and (D) comply with the transfer restrictions set forth in the Insider Letter with respect to the Sponsor Shares, in each case subject to the exceptions set forth in the Insider Letter, provided that, in the case of any permitted Transfer (as defined in the Insider Letter) pursuant to the terms of the Insider Letter, the transferee (the “Permitted Transferee”) must enter into a written agreement with Parent and SPAC agreeing to be bound by the provisions of this Agreement and the Insider Letter; and (ii) SPAC agrees (A) to enforce the Insider Letter in accordance with its terms, and (B) not to amend, modify or waive any provision of the Insider Letter without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned).
2. Representations and Warranties of Sponsor. Sponsor represents and warrants to SPAC and Parent, as follows:
(a) Authorization. Sponsor is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sponsor and no other proceedings on the part of Sponsor or Sponsor’s shareholders are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby except as have been obtained prior to the date of this Agreement. This Agreement has been duly and validly executed and delivered by Sponsor, and assuming the due execution and delivery by Parent and SPAC, constitutes the legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as limited by applicable bankruptcy, insolvency and similar Laws and general principles of equity.
(b) Consents and Approvals; No Violations.
(i) The execution, delivery and performance of this Agreement by Sponsor and the consummation by Sponsor of the transactions contemplated hereby do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, consent of, or other action by or in respect of any Governmental Authority on the part of Sponsor.
(ii) The execution, delivery and performance by Sponsor of this Agreement, the consummation by Sponsor of the transactions contemplated by this Agreement and compliance by Sponsor with any of the provisions hereof do not and will not (A) conflict with or violate any provision of the governing documents of Sponsor in any material respect, (B) conflict with or violate any Law, Order or consent applicable to Sponsor or any of its properties or assets or (C) result in any material violation or breach of, or materially conflict with, or constitute (with or without notice or lapse of time or both) a material default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, result in the loss of any material benefit under, or result in the triggering of any material payments pursuant to, any of the terms, conditions or provisions of, any Contract to which Sponsor is a party, except in the case of clauses (B) and (C) above as would not reasonably be expected, either individually or in the aggregate, to impair in any material respect the ability of Sponsor to timely perform its obligations hereunder or consummate the transactions contemplated hereby.
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(c) Ownership of Sponsor Shares. (i) As of the date hereof, Sponsor is the sole record owner of 255,000 SPAC Class A Ordinary Shares and 1,905,000 Founder Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws, this Agreement and the Insider Letter), (ii) Sponsor has the sole voting power with respect to such Sponsor Shares, and (iii) Sponsor has not entered into any voting agreement (other than this Agreement and the Insider Letter) with or granted any Person any proxy (revocable or irrevocable) with respect to such Sponsor Shares.
(d) Contracts with SPAC. Except for (a) the Contracts disclosed in the SPAC Disclosure Schedules and (b) any Contract filed as an exhibit to a form, report, schedule, statement or other document that is publicly filed with the SEC, none of Sponsor nor any of the Affiliates of Sponsor is a party to any Contract with SPAC.
3. Further Assurances. Sponsor hereby agrees that it shall, from time to time, (a) execute and deliver, or cause to be executed and delivered, such Ancillary Agreements as may be necessary to satisfy any condition to the Closing under the Business Combination Agreement, in substantially the form previously provided to Sponsor as of the date of this Agreement, and (b) undertake commercially reasonable efforts to (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments and (ii) take, or cause to be taken, such actions, and do, or cause to be done, and assist and cooperate with the other parties in doing such things, in each case, as are reasonably necessary for the purpose of effectively carrying out the Transactions and this Agreement, in each case, where such efforts do not require Sponsor expenditures in excess of those contemplated by the Business Combination Agreement.
4. General.
(a) Termination. This Agreement shall terminate on the earlier to occur of (a) the Closing or (b) at such time, if any, as the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement; provided, however, that no termination of this Agreement shall relieve or release a party hereto from any obligations or liabilities for any Fraud or Wilful Breach of any representation, warranty, covenant or obligation under this Agreement. This Section 4 shall survive termination of this Agreement.
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(b) Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by internationally recognised overnight courier:
If to SPAC, to:
CHARLTON ARIA ACQUISITION CORPORATION
221 W 9th Street, #848
Wilmington, Delaware 19801
Attn: Jung Min Lee, Chief Executive Officer
Email: jmlee@charltonaria.com
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
Address: Level 34, 100 Bishopsgate
London EC2N 4AG
United Kingdom
Attn: Hamid Yunis
Email: hamid.yunis@pillsburylaw.com
If to Sponsor, to:
ST Sponsor II Limited
c/o Maples and Calder (Hong Kong) LLP
26th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Attention: Juno Huang
Email: juno.huang@maples.com
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
Address: Level 34, 100 Bishopsgate
London EC2N 4AG
United Kingdom
Attn: Hamid Yunis
Email: hamid.yunis@pillsburylaw.com
If to Parent, to:
KQC QUANTUM, INC.
9F, Units 905 to 908, 55 Centum Jungang-ro
Haeundae-gu, Busan, Republic of Korea
Attention: John Kim
Email: john.kim@kqchub.com
(c) Entire Agreement. This Agreement, together with the Business Combination Agreement, the Ancillary Agreements and each of the other documents and instruments referred to herein, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or thereof.
(d) Governing Law; Jurisdiction; Waiver of Jury Trial. Section 9.3 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.
(e) Remedies. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. The parties hereto agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party hereto is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party hereto shall allege, and each party hereto hereby waives the defense, that there is an adequate remedy at law, and each party hereto agrees to waive any requirement for the securing or posting of any bond in connection therewith.
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(f) Amendments and Waivers. This Agreement may be amended or modified only by a written instrument signed by Parent and SPAC and, in respect of any provision applicable to Sponsor, Sponsor. The observance of any term of this Agreement may be waived only by a written instrument signed by the party against whom enforcement of that waiver is sought. No failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof. No waiver of or exception to any term, condition or provision of this Agreement in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, condition or provision.
(g) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid, illegal or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.
(h) Assignment. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties; provided that Sponsor may transfer its rights and obligations with respect to any Sponsor Shares to a permitted transferee only if such transferee agrees in writing to be bound by the terms and conditions of this Agreement and the Insider Letter. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the parties hereto and their respective successors and permitted assigns.
(i) Costs and Expenses. Except as otherwise provided in the Business Combination Agreement, including Section 5.12 thereof, each party to this Agreement will pay its own costs and expenses relating to the negotiation, execution, delivery and performance of this Agreement.
(j) No Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. No party hereto is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party hereto. Without in any way limiting the rights or obligations of any party hereto under this Agreement, prior to the Closing, (i) no party hereto shall have the power by virtue of this Agreement to control the activities and operations of any other and (ii) no party hereto shall have any power or authority by virtue of this Agreement to bind or commit any other party hereto. No party hereto shall hold itself out as having any authority or relationship in contravention of this Section 4(j).
(k) Publicity. Section 5.19 of the Business Combination Agreement shall apply to this Agreement mutatis mutandis.
(l) Capacity as Shareholder. Sponsor signs this Agreement solely in its capacity as a shareholder of SPAC, and not in its capacity as a director (including “director by deputization”), officer or employee of SPAC, if applicable. Nothing herein shall be construed to: (i) restrict, limit, prohibit or affect any actions or inactions by Sponsor or any representative of Sponsor, as applicable, serving in the capacity of a director or officer of SPAC or any Subsidiary of SPAC, acting in such person’s capacity as a director or officer of SPAC or any Subsidiary of SPAC (it being understood and agreed that the Business Combination Agreement contains provisions that govern the actions or inactions by the directors and officers of SPAC with respect to the Merger and the other Transactions) or (ii) prohibit, limit or restrict the exercise of any fiduciary duties as director or officer of SPAC that is otherwise permitted by, and done in compliance with, the terms of the Business Combination Agreement (and in each case of clauses (i) and (ii), without limiting Sponsor’s obligations hereunder in its capacity as a shareholder of SPAC).
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(m) Affiliates. In this Agreement, the term “Affiliate”, when used with respect to a particular Person, means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlled by” and “under common Control with” have correlative meanings.
(n) No Recourse. This Agreement may be enforced only against the parties that have executed and delivered it. No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or Representative of any party shall have any liability for any obligation of that party under this Agreement.
(o) Headings; Interpretation. The headings and subheadings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “hereof,” “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (iv) the term “or” means “and /or”; (v) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends, and such phrase shall not simply mean “if’; and (vi) references to “written” or “in writing” include in electronic form. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.
(p) Counterparts. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.
(q) New Securities. In the event that, during the period from the date hereof until the earlier of the Closing and the valid termination of the Business Combination Agreement, (i) any SPAC Class A Ordinary Shares, Founder Shares, SPAC Rights or other securities of SPAC are issued to Sponsor in respect of the Sponsor Shares pursuant to any stock or share dividend, stock split, share subdivision, recapitalization, reclassification, combination or exchange of SPAC securities owned by Sponsor or otherwise, then such securities acquired by Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted Sponsor Shares, or (ii) Sponsor purchases or otherwise acquires beneficial ownership of, or acquires the right to vote, any SPAC Class A Ordinary Shares, Founder Shares, SPAC Rights or other securities of SPAC after the date of this Agreement by any means not contemplated by Section 4(q)(i) herein, then such securities shall be subject to the terms of Section 1 of this Agreement to the same extent as if they constituted Sponsor Shares owned by Sponsor as of the date hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Sponsor Support Agreement as of the date first written above.
| SPAC: | ||
| CHARLTON ARIA ACQUISITION CORPORATION | ||
| By: | /s/ Jung Min Lee | |
| Name: | Jung Min Lee | |
| Title: | Chief Executive Officer and Director | |
| Sponsor: | ||
| ST SPONSOR II LIMITED | ||
| By: | /s/ Siak Chan Chen | |
| Name: | Siak Chan Chen | |
| Title: | Managing Partner | |
| Parent: | ||
| KQC QUANTUM, INC. | ||
| By: | /s/ Ji Hoon Kweon | |
| Name: | Ji Hoon Kweon | |
| Title: | Director, President and CEO | |
[Signature Page – Sponsor Support Agreement]
Exhibit 10.2
PARENT SUPPORT AGREEMENT
This Parent Support Agreement (this “Agreement”) is made as of October 6, 2026 by and among (i) CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company (“SPAC”), (ii) KQC QUANTUM, INC., a Delaware corporation (“Parent”), and (iii) the undersigned stockholders of Parent (collectively, the “Holders” and each, a “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of the date hereof, by and among SPAC, Parent, KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and KOREA QUANTUM COMPUTING CO., LTD. (“KQC Korea”) (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).
WHEREAS, concurrently with the execution and delivery of this Agreement, SPAC, Parent, Merger Sub, KQC Korea and Sponsor are entering into the Business Combination Agreement, pursuant to which, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, (a) immediately prior to, and conditioned upon, the Effective Time, Parent will effect the Pre-Closing Recapitalization; and (b) Merger Sub will merge with and into SPAC, with SPAC surviving the Merger as a direct wholly owned subsidiary of Parent (collectively, the “Transactions”);
WHEREAS, as of the date hereof, each Holder is the sole record holder and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used) owner of, and has full voting power over, the number of shares of common stock of Parent (“Parent Common Stock”) set forth under such Holder’s name on the signature page hereto (such Holder’s Parent Common Stock shall be referred to herein as such Holder’s “Subject Stock”); and
WHEREAS, as a condition and inducement to SPAC’s willingness to enter into the Business Combination Agreement, SPAC has required that the Holders enter into this Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Covenant to Vote in Favor of Transactions and Other Actions in Connection with the Transactions. Each Holder agrees, with respect to all of the Subject Stock:
(a) during the period from the date hereof until the earlier of the Closing and the valid termination of the Business Combination Agreement (the “Interim Period”), at each meeting of the stockholders of Parent (the “Parent Stockholders”) or any class or series thereof, and in each written consent or resolution of any of the Parent Stockholders in which such Holder is entitled to vote or consent as a stockholder of Parent (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours after Parent requests such delivery), such Holder hereby unconditionally and irrevocably agrees to be present for such meeting or otherwise be counted as present thereat for the purpose of establishing a quorum and to vote (in person or by proxy), or consent to any action by written consent or resolution, in accordance with the applicable provisions of Parent’s organizational documents, including its bylaws and certificate of incorporation, and with respect to, as applicable, the Subject Stock (i) in favor of the adoption and approval of the Pre-Closing Recapitalization, the Merger, the Business Combination Agreement, the Ancillary Agreements, any amendments to Parent’s Organizational Documents, and all of the other Transactions (and any actions required in furtherance thereof), (ii) in favor of the other matters set forth in the Business Combination Agreement, and (iii) against: (A) any Acquisition Proposal and any and all other proposals (x) for the acquisition of Parent, (y) that could reasonably be expected to delay or impair the ability of Parent to consummate the Pre-Closing Recapitalization, the Merger or any of the other Transactions, or (z) which are in competition with or materially inconsistent with the Business Combination Agreement or the Ancillary Agreements; (B) other than as contemplated by the Business Combination Agreement or the Ancillary Agreements, any material change in (x) the present capitalization of Parent or any amendment of Parent’s organizational documents or (y) Parent’s corporate structure or business; or (C) any other action or proposal involving any Group Company that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled;
(b) to promptly execute and deliver all related documentation and take such other action in support of the Pre-Closing Recapitalization, the Merger, the Business Combination Agreement, any Ancillary Agreements and any of the other Transactions as shall reasonably be requested by Parent or SPAC in order to carry out the terms and provisions of this Section 1, including (i) any actions by written consent of the Parent Stockholders presented to such Holder, and (ii) any applicable Ancillary Agreements (including a Lock-Up Agreement, which shall be entered into by certain Holders), customary instruments of conveyance and transfer, and any consent, waiver, governmental filing and similar or related documents;
(c) except as contemplated by the Business Combination Agreement or the Ancillary Agreements, not make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Subject Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that the stockholders of Parent vote in favor of adoption of the Business Combination Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations of the parties under the Business Combination Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement);
(d) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Pre-Closing Recapitalization, the Merger, the Business Combination Agreement, the Ancillary Agreements and any of the Transactions; and
(e) that each Holder hereby unconditionally and irrevocably waives any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that such Holder may have in respect of the Transactions, whether such rights arise from Parent’s Organizational Documents, any other agreement, contract and/or arrangement (whether written or unwritten), at law or otherwise.
2. Grant of Proxy. Each Holder, with respect to all of such Holder’s Subject Stock, hereby irrevocably grants to, and appoints, SPAC and any designee of SPAC (determined in SPAC’s sole discretion) as such Holder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in such Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Subject Stock owned (whether beneficially or of record) by such Holder as of the date hereof and as of immediately prior to the Effective Time, with respect to any vote related to the Business Combination Agreement and the Transactions. The proxy granted by such Holder pursuant to this Section 2 is irrevocable and is granted in consideration of SPAC entering into this Agreement and the Business Combination Agreement and incurring certain related fees and expenses. Each Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Business Combination Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable. Each Holder agrees, until this Agreement is terminated in accordance with Section 5(a), to vote its Subject Stock in accordance with Section 1.
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3. Other Covenants.
(a) No Transfers. Each Holder agrees that during the Interim Period it shall not, and shall cause its Affiliates not to, without SPAC’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”) any or all of the Subject Stock; (B) enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Stock; (C) grant any proxies or powers of attorney with respect to any or all of the Subject Stock; (D) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or Parent’s organizational documents, as in effect on the date hereof, or disclosed under such Holder’s name on the signature page hereto (the “Disclosed Exceptions”)) with respect to any or all of the Subject Stock; (E) except as provided in this Agreement, deposit any Subject Stock in a voting trust or subject any Subject Stock to any arrangement or agreement with respect to the voting of such Subject Stock (other than a Post-Closing Stockholders Agreement), unless specifically requested to do so by Parent and SPAC in connection with the Business Combination Agreement, the Ancillary Agreements or the Transactions; or (F) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting such Holder’s ability to perform its obligations under this Agreement. Parent hereby agrees that it shall not permit any Transfer of the Subject Stock in violation of this Agreement. Each Holder agrees with, and covenants to, SPAC that such Holder shall not request that Parent register the Transfer (book-entry or otherwise) of any certificate or uncertificated share representing any Subject Stock during the Interim Period without the prior written consent of SPAC, and Parent hereby agrees that it shall not effect any such Transfer.
(b) Changes to Subject Stock. In the event of an equity distribution, or any change in the equity interests of Parent by reason of any equity distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Stock” shall be deemed to refer to and include the Subject Stock as well as all such equity distributions and any securities into which or for which any or all of the Subject Stock may be changed or exchanged or which are received in such transaction. Each Holder agrees during the Interim Period to notify SPAC and Parent promptly in writing of the number and type of any changes to such Holder’s ownership of or voting rights with respect to the Subject Stock, upon such Holder’s acquisition or commitment to acquire any additional Subject Stock or upon any other changes involving such Holder relating to the equity interests of Parent or securities convertible into or exercisable for equity interests of Parent.
(c) Compliance with Business Combination Agreement. Each Holder agrees during the Interim Period not to take or agree or commit to take any action that would make any representation or warranty of such Holder contained in this Agreement inaccurate in any material respect. Each Holder further agrees that it shall use its commercially reasonable efforts to cooperate with SPAC to effect the Merger, all other Transactions, the Business Combination Agreement, the Ancillary Agreements and the provisions of this Agreement. During the Interim Period, each Holder shall not authorize or permit any of its Representatives to, directly or indirectly, take any action that Parent is prohibited from taking pursuant to Section 5.1 of the Business Combination Agreement (unless SPAC shall have consented thereto).
(d) Registration Statement. During the Interim Period, each Holder agrees to provide to SPAC, Parent and their respective Representatives any information regarding such Holder or the Subject Stock that is reasonably requested by SPAC, Parent or their respective Representatives for inclusion in the Registration Statement.
(e) Publicity. No Holder shall issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written approval of Parent and SPAC. Each Holder hereby authorizes Parent and SPAC to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), such Holder’s identity and ownership of the Subject Stock and the nature of such Holder’s commitments and agreements under this Agreement, the Business Combination Agreement and any other Ancillary Agreements.
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(f) No Solicitation. Each Holder agrees to be bound by and subject to Section 5.8 of the Business Combination Agreement to the same extent as such provisions apply to Parent, as if such Holder was a party thereto.
4. Representations and Warranties of Holders. Each Holder hereby represents and warrants to SPAC and Parent as follows:
(a) Binding Agreement. Such Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the Laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Holder is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by such Holder have been duly authorized by all necessary corporate, limited liability or partnership action on the part of such Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles). Such Holder understands and acknowledges that SPAC is entering into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by such Holder.
(b) Ownership of Subject Stock. As of the date hereof, such Holder has beneficial ownership over the Subject Stock set forth under such Holder’s name on the signature page hereto, is the lawful owner of such Subject Stock, has the sole power to vote or cause to be voted such Subject Stock (to the extent the Subject Stock has associated voting rights), and has good and valid title to such Subject Stock, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or Parent’s organizational documents, as in effect on the date hereof, and other than the Disclosed Exceptions. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Holder pursuant to arrangements made by such Holder. Except for the Subject Stock of Parent set forth under such Holder’s name on the signature page hereto and except for the Disclosed Exceptions, as of the date of this Agreement, such Holder is not a beneficial owner or record holder of any: (i) equity securities of Parent, (ii) securities of Parent having the right to vote on any matters on which the holders of equity securities of Parent may vote or which are convertible into or exchangeable for, at any time, equity securities of Parent or (iii) options, warrants or other rights to acquire from Parent any equity securities or securities convertible into or exchangeable for equity securities of Parent.
(c) No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other Person is necessary for the execution of this Agreement by such Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of such Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any contract or obligation to which such Holder is a party or by which such Holder or any of the Subject Stock or its other assets may be bound, or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair such Holder’s ability to perform its obligations under this Agreement in any material respect.
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(d) No Inconsistent Agreements. Such Holder hereby covenants and agrees that, except for this Agreement, such Holder (i) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Stock (other than a voting, stockholders’ or similar agreement among Holders and/or other stockholders of Parent that by its terms becomes effective only from and after the Closing and does not affect the voting or Transfer of the Subject Stock during the Interim Period, a “Post-Closing Stockholders Agreement”), (ii) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Subject Stock (other than under a Post-Closing Stockholders Agreement) and (iii) except for the Disclosed Exceptions, has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of such Holder contained herein untrue or incorrect in any material respect or have the effect of preventing such Holder from performing any of its material obligations under this Agreement.
5. Waiver and Release of Claims. Each Holder covenants and agrees as follows:
(a) Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in Section 5(d)), each Holder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other Person claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties”; provided, for the avoidance of doubt, that SPAC shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge SPAC, Parent, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Closing, in each case to the extent arising out of or relating to such Holder’s capacity as a current or former stockholder of Parent or holder of any other equity securities of Parent (or securities convertible into equity securities of Parent) (each a “Claim” and, collectively, the “Claims”).
(b) Holder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, Holder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases with respect to the specified subject matter notwithstanding the discovery or existence of any such additional facts or different understandings of law.
(c) Holder understands that Holder has the right not to release existing Claims of which Holder is not aware, unless Holder voluntarily chooses to waive this right. Having been so apprised, Holder elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 5, in each case, effective as of the Closing. Holder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 5 and that, without such waiver, SPAC and Parent would not have agreed to the terms of this Agreement.
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(d) Notwithstanding the foregoing provisions of this Section 5 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of the Business Combination Agreement, this Agreement, any of the Ancillary Agreements, or any other document, certificate or contract executed or delivered in connection with the Business Combination Agreement, as each such agreement or instrument may be amended in accordance with its terms and the terms set forth in (A) the Business Combination Agreement or (B) this Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any Claims for indemnification, exculpation, contribution, set-off, reimbursement, advancement of expenses or similar rights pursuant to any organizational document of Parent or KQC Korea or any indemnity or similar agreement entered into by Parent or KQC Korea with or for the benefit of a Releasing Party set forth on under such Holder’s name on the signature page hereto, in each case in effect immediately prior to the Closing, or any rights or Claims under any applicable insurance policy (including any directors’ and officers’ liability insurance policy or tail policy), including any such rights or Claims of a Releasing Party arising from service as a present or former director or officer of Parent or KQC Korea, and including, in each case, protection in respect of acts, omissions, events or circumstances occurring or existing at or prior to the Closing, whether or not such rights or Claims are contemplated by or fall within the scope of Section 5.19 of the Business Combination Agreement; provided that this clause (ii) preserves rights otherwise available under the applicable documents, agreements and policies, subject to their respective terms, and does not itself create or expand any indemnification, advancement or insurance obligation or amend Section 5.19 or Section 9.4 of the Business Combination Agreement, (iii) any Claims for compensation, reimbursement of expenses or benefits payable to such Holder in his, her or its capacity as an officer, director, employee, consultant or contractor of any Group Company; or (iv) any Claims for obligations pursuant to, or other rights set forth in, any employment or similar agreement between Holder, on the one hand, and any Group Company, on the other hand, together with any other agreements, documents, instruments or certificates contemplated by the foregoing, as well as any other employment related rights that such Holder has by Contract or pursuant to applicable Law.
6. Miscellaneous.
(a) Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of SPAC, Parent or any Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of SPAC and Parent, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time), or (iii) the date of termination of the Business Combination Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 6 shall survive the termination of this Agreement.
(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of each Holder are personal to such Holder and may not be assigned, transferred or delegated by operation of Law or otherwise without the prior written consent of SPAC and Parent, and any purported assignment, transfer or delegation without such consent shall be null and void; provided that no such assignment shall relieve the assigning party of its obligations hereunder. Each of Parent and SPAC may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of any Holder.
(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party.
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(d) Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Courts for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Courts. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6(g) (and in the case of any Holder, the address set forth on such Holder’s signature page). Nothing in this Section 6(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.
(e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(e).
(f) Interpretation. The titles and subtitles contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs, including any defined terms, include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; (iv) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”; and (v) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
(g) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
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If to a Holder, to the address set forth on such Holder’s signature page to this Agreement.
If to SPAC, to:
CHARLTON ARIA ACQUISITION CORPORATION
221 W 9th Street, #848
Wilmington, Delaware 19801
Attn: Jung Min Lee, Chief Executive Officer
Email: jmlee@charltonaria.com
with a copy (which shall not constitute notice) to:
Pillsbury Winthrop Shaw Pittman LLP
Address: Level 34, 100 Bishopsgate
London EC2N 4AG
United Kingdom
Attn: Hamid Yunis
Email: hamid.yunis@pillsburylaw.com
If to Parent, to:
KQC QUANTUM, INC.
9F, Units 905 to 908, 55 Centum Jungang-ro
Haeundae-gu, Busan, Republic of Korea
Attention: John Kim
Email: john.kim@kqchub.com
(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of SPAC, Parent and each Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
(i) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
(j) Specific Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such Holder, money damages will be inadequate and Parent and SPAC will not have an adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder in accordance with their specific terms or were otherwise breached. Accordingly, Parent and SPAC shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by any such Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.
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(k) Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.
(l) No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among the Holders, Parent and SPAC, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Parent Stockholders entering into voting agreements with Parent or SPAC. No Holder is affiliated with any other holder of Subject Stock entering into a voting or support agreement with Parent or SPAC in connection with the Business Combination Agreement and each Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Parent or SPAC any direct or indirect ownership or incidence of ownership of or with respect to any Subject Stock.
(m) Further Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
(n) Entire Agreement. This Agreement (together with the Business Combination Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of SPAC or any of the obligations of any Holder under any other agreement between such Holder and SPAC or any certificate or instrument executed by such Holder in favor of SPAC, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of SPAC or any of the obligations of such Holder under this Agreement.
(o) Counterparts. This Agreement may be executed and delivered (including by electronic signature or by email in portable document format) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| SPAC: | ||
| CHARLTON ARIA ACQUISITION CORPORATION | ||
| By: | /s/ Jung Min Lee | |
| Name: | Jung Min Lee | |
| Title: | Chief Executive Officer and Director | |
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| PARENT: | ||
| KQC QUANTUM, INC. | ||
| By: | /s/ Ji Hoon Kweon | |
| Name: | Ji Hoon Kweon | |
| Title: | Director, President and CEO | |
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| HOLDER: ________________________ Address: _________________ ____________________________ Email: Shares of Parent Common Stock: 361,060 Disclosed Exceptions (Sections 3(a)(D), 4(b) and 4(d)), if any: None. Indemnification Agreement (Section 5(d)), if any: None. |
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| HOLDER: ________________________ Address: _________________ ____________________________ Email: Shares of Parent Common Stock: 362,060 Disclosed Exceptions (Sections 3(a)(D), 4(b) and 4(d)), if any: None. Indemnification Agreement (Section 5(d)), if any: None. |
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| HOLDER: ________________________ Address: _________________ ____________________________ Email: Shares of Parent Common Stock: 95,834 Disclosed Exceptions (Sections 3(a)(D), 4(b) and 4(d)), if any: None. Indemnification Agreement (Section 5(d)), if any: None. |
IN WITNESS WHEREOF, the parties have executed this Parent Support Agreement as of the date first written above.
| HOLDER: ________________________ Address: _________________ ____________________________ Email: Shares of Parent Common Stock: 91,667 Disclosed Exceptions (Sections 3(a)(D), 4(b) and 4(d)), if any: None. Indemnification Agreement (Section 5(d)), if any: None. |
Exhibit 99.1
KQC Quantum, Inc. and Charlton Aria Acquisition Corporation Announce Definitive Business Combination Agreement to Take Korea’s Enterprise Quantum Computing and Quantum-Safe Security Company Public on Nasdaq
KQC helps enterprises put quantum computing and post-quantum cryptography to work through Qubiteer, its AI-driven hybrid quantum platform, access to multiple quantum technologies, and quantum-safe security products
Combined company, KQC Quantum, Inc., expected to list on Nasdaq; proceeds to fund product commercialization and the conversion of customer pilots into deployments
Transaction Highlights
| ● | Enterprise quantum, built for adoption. KQC works in the layer between quantum hardware and industry: it defines customer problems, builds the models, runs them on the most suitable classical, quantum or hybrid resource, and integrates the results. Its Qubiteer platform, currently in development, uses AI to turn business problems into solvable models and to select the best-fit solver. |
| ● | Hardware-agnostic by design. KQC provides access to third party quantum systems across superconducting, trapped-ion, neutral-atom, photonic and quantum annealing platforms, allowing it to match each workload to the most suitable technology as quantum hardware evolves. |
| ● | Industrial and financial references. KQC has completed quantum computing projects with POSCO Holdings in battery materials and with Busan Transportation Corporation in urban rail scheduling, and paid post-quantum security proofs of concept with Industrial Bank of Korea (IBK) and LS ITC. |
| ● | A second growth engine in quantum-safe security. Following the finalization of the first U.S. post-quantum cryptography standards in 2024, KQC supplies and integrates quantum-safe hardware security, authentication and key-management products for enterprises beginning their migration. |
| ● | Transaction terms. The transaction values KQC at a pre-money equity value of $80 million, with KQC shareholders receiving shares of the combined company valued at $11.00 per share. Existing KQC shareholders will roll 100% of their equity into the combined company. |
| ● | Capital. Charlton Aria’s trust account held approximately $93.5 million as of September 25, 2026. The cash available at closing will depend on redemptions by Charlton Aria shareholders. |
| ● | Timing. The transaction is expected to close in the first half of 2027 subject to approval by Charlton Aria shareholders, an extension of Charlton Aria’s business combination deadline and other customary closing conditions. |
WILMINGTON, Del. and BUSAN, South Korea, October 7, 2026 (GLOBE NEWSWIRE) -- 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.
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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.
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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.
About KQC
KQC Quantum Inc. is the Delaware parent company of Korea Quantum Computing Co., Ltd. (“KQC”), which was founded in 2021 and is headquartered in Busan, South Korea, with an office in Seoul. KQC helps enterprises put quantum computing and quantum-safe security to work. Its Qubiteer platform uses AI to turn business problems into models that can be solved with classical, quantum or hybrid methods; KQC provides access to multiple quantum technologies, including systems from D-Wave; and it supplies and integrates post-quantum cryptography products for financial, industrial and public-sector customers. For more information, visit www.kqcquantum.com.
About Charlton Aria Acquisition Corporation
Charlton Aria Acquisition Corporation (Nasdaq: CHAR) is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
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Contacts
Charlton Aria Acquisition Corporation
Paul Strickland, Chief Financial Officer
paul@charltonaria.com
KQC Investor Relations
Chris Mammone
Managing Director, The Blueshirt Group
ir@kqcquantum.com
KQC Media Relations (U.S.)
Joon Young Kim, Chief Executive Officer
Jeehun Hwang, Senior Technical Advisor
press@kqcquantum.com
Important Information About the Proposed Transaction and Where to Find It
In connection with the Business Combination, KQC intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement will include a proxy statement of CHAR and a prospectus of KQC. In connection with the Extension, CHAR intends to file a proxy statement with the SEC. After they have been filed and, where applicable, declared effective, the definitive proxy statements will be mailed to CHAR’s shareholders as of the applicable record dates. SHAREHOLDERS OF CHAR AND OTHER INTERESTED PERSONS ARE URGED TO READ THESE DOCUMENTS, ANY AMENDMENTS TO THEM AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHAR, KQC, THE BUSINESS COMBINATION AND THE EXTENSION. These documents, once available, can be obtained free of charge at the SEC’s website, or by request to Charlton Aria Acquisition Corporation, 221 W 9th St #848, Wilmington, DE 19801
No Offer or Solicitation
This communication is for informational purposes only. It does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or a solicitation of any vote or approval, in any jurisdiction. No securities shall be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Full disclosure available at: www.kqcquantum.com
Participants in Solicitation
CHAR, KQC and their respective directors and executive officers may be deemed participants in the solicitation of proxies from CHAR’s shareholders in connection with the Business Combination and the Extension. Information about CHAR’s directors and executive officers and their interests in CHAR is set out in CHAR’s filings with the SEC. Additional information about the interests of those participants will be included in the proxy statement/prospectus and the Extension proxy statement when available.
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Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. These include statements about the proposed business combination (the “Business Combination”) between Charlton Aria Acquisition Corporation (“CHAR”) and KQC Quantum, Inc. (“KQC”), the expected timing of the Business Combination, the proposed extension of CHAR’s deadline to complete a business combination (the “Extension”), the anticipated benefits of the Business Combination, and KQC’s business strategy, products, customer projects, commercial milestones and future operations. Forward-looking statements can generally be identified by words such as “believe,” “expect,” “intend,” “plan,” “anticipate,” “may,” “will,” “should,” “could,” “would,” “potential,” “seek,” “target,” “aim” and similar expressions. These statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are outside the parties’ control. Actual results may differ materially.
Factors that could cause actual results to differ include, among others:
| ● | the risk that the Business Combination is not completed on time or at all; | |
| ● | failure to obtain the approval of CHAR’s shareholders for the Business Combination or the Extension; | |
| ● | the level of redemptions by CHAR’s public shareholders and the amount of cash available at closing; | |
| ● | failure to satisfy the minimum cash condition or any other closing condition; | |
| ● | failure to obtain or maintain the listing of the combined company’s securities on Nasdaq; | |
| ● | KQC’s ability to commercialize its products and convert pilots and proofs of concept into production deployments and recurring revenue; | |
| ● | the early stage of development of the quantum computing and post-quantum security markets; | |
| ● | competition, technological change and reliance on third-party hardware and partners; | |
| ● | regulatory matters in the Republic of Korea and the United States; | |
| ● | the costs of the Business Combination and of operating as a public company; and | |
| ● | the other risks to be described in the registration statement on Form S-4 and CHAR’s filings with the SEC. |
Forward-looking statements speak only as of the date they are made. Except as required by law, neither CHAR nor KQC undertakes any obligation to update or revise them
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