Charlton Aria Acquisition Corp 8-K, filed Oct 8, 2026
Charlton Aria Acquisition Corp (CHAR)
About this 8-K
Charlton Aria Acquisition Corp filed this 8-K on October 8, 2026, reporting on events of October 7, 2026.
Charlton Aria Acquisition Corporation agreed to combine with KQC Quantum, Inc., valuing KQC at approximately 80 million dollars; shareholders receive one KQC common share per Class A ordinary share, and existing KQC holders are expected to own 37 percent assuming no redemptions. AI summary
Items reported
- 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 7.01. Regulation FD Disclosure.
As previously disclosed in the Current Report on Form 8-K filed by Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”), on October 7, 2026 (the “Previous 8-K”), on October 6, 2026, the Company entered into a business combination agreement with KQC Quantum, Inc., a Delaware corporation (“Parent”), and the other parties thereto (the “Business Combination Agreement”). Capitalized terms used but not otherwise defined in this Current Report on Form 8-K have the meanings assigned to them in the Previous 8-K.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation (the “Investor Presentation”) that will be used by the Company in connection with the Transactions.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the script (the “Script”) to the Investor Presentation that will be used in a joint investor webcast (the “Webcast”) at 10:30 a.m. Eastern Time on Thursday, October 8, 2026 to discuss the transactions (the “Transactions”) contemplated by the Business Combination Agreement. The Webcast can be accessed on Parent’s website at www.kqcquantum.com/webcast.
The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2, 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.
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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.
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.
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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 | |
| 99.1 | Investor Presentation, dated October 2026. | |
| 99.2 | Script to Investor Presentation. | |
| 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 99.1
I N V E S T O R P R E S E N T A T I O N Prepare for quantum risk, accelerate innovation with quantum technology Quantum Security Quantum Computing KQC Quantum, Inc. | October 2026 KQC Quantum, Inc. and its subsidiary Korea Quantum Computing Co., Ltd. build quantum computing and security products for customers' systems, tested in finance, industry and public sector
ABOUT THIS PRESENTATION Disclaimer About this Presentation This presentation is provided for information purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a business combination between Charlton Aria Acquisition Corporation ("CHAR") and KQC Quantum, Inc. ("KQC Parent") and related transactions (the "proposed transaction") with Korea Quantum Computing Co., Ltd. ("KQC" or the "Company") and for no other purpose. All references to "KQC," the "Company," "we," "us" or "our" refer to the business of Korea Quantum Computing Co., Ltd. and its subsidiaries. The information contained herein does not purport to be all inclusive and none of KQC Parent, CHAR nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of the information in this presentation. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with KQC Parent, CHAR or their respective representatives, as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of KQC Parent, CHAR or the proposed transaction. Recipients of this presentation should each make their own evaluation of KQC Parent, CHAR and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. 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 Parent"), 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; • the other risks to be described in the registration statement on Form S-4 and CHAR's filings with the SEC; • risks relating to doing business in the Rep. of Korea, including Korean regulation, Foreign Exchange Transactions Act and other cross-border reqs, currency fluctuations and geopolitical conditions on the Korean peninsula; • KQC's financial statements not yet having been audited under PCAOB standards, potential material weaknesses in internal control over financial reporting, conversion to U.S. GAAP and the costs of operating as a U.S. public company; • uncertainty as to the U.S. federal income tax treatment of the Business Combination; • dilution from founder shares, rights, earnout shares, equity awards and convertible instruments; • KQC's limited operating history, history of losses, customer concentration and reliance on government-funded projects; and • the interests of the Sponsor and CHAR's directors and officers in the Business Combination, which may differ from those of public shareholders 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. © 2026 KQC Quantum, Inc. 2
ABOUT THIS PRESENTATION Disclaimer (Cont'd) Important Information and Where to Find It In connection with the Business Combination, KQC Parent 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 Parent. 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, www.sec.gov, or by request to Charlton Aria Acquisition Corporation, 221 W 9th St #848, Wilmington, DE 19801. Participation in the 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. Info about CHAR's directors and executive officers and their interests in CHAR is set out in CHAR's filings with the SEC. Add'l info about the interests of those participants will be included in the proxy statement/prospectus and the Extension proxy statement when available. 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. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of KQC, CHAR, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. All third-party names and logos are used for identification only and no endorsement is implied. Risk Factors For a description of certain risks relating to KQC, including its business and operations, and to the proposed transaction, we refer you to "Risk Factors" at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of October 6, 2026, unless otherwise indicated. References in this presentation to "$" are to the lawful currency of the United States. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which KQC operates are necessarily subject to a high degree of uncertainty and risk. No Projections This presentation does not contain financial projections of KQC, KQC Parent or the combined company. Product development timelines, launch dates and other milestones described in this presentation are management targets only. They are subject to significant risks and uncertainties, may not be achieved and should not be relied on as forecasts of future performance. Back-tested or simulated results are hypothetical, do not represent actual client or investment performance and are not indicative of future results. Financial Information KQC's financial statements are not yet audited under PCAOB standards and may change materially. © 2026 KQC Quantum, Inc. 3
LEADERSHIP Executive Team Source: Company information Ji Hoon Kweon Executive Chairman Joon Young Kim Chief Executive Officer Stephen Oh Executive Vice President Chief Technology Officer Jaesun Jin Senior Vice President Chief Business Officer Changhoi Kim Senior Vice President Chief Revenue Officer Sehwan Han Vice President Chief Financial Officer • Former Korea Head of Sales and Trading, ABN AMRO • Former Head of Corporate Finance Practice, Arthur D. Little Korea • Former Director General of Investment Promotion, Busan Metropolitan City • B.A., Yonsei University; M.S. in Economics, Iowa State University • Former MD, Cross-border Transactions, Kudos Financial Group • Former Senior Economist, SK Telecom SUPEX Research Institute • Former research professor, University of Southern California • Ph.D. in Economics, Claremont Graduate University • Former Vice President, Samsung Electronics • Former Vice President, Denali Software • Ph.D. in EE, Purdue University • Former Head of Data & AI Sales, IBM Korea • Former CIO, UBASE; Enterprise Architect, LG CNS • Former Head of Data & AI / Automation, IBM Korea • Sales leadership, Tibco Korea and Oracle Korea • Certified Public Accountant, 22 years' experience • Former Ernst & Young Han Young - audit, internal control, SOX and M&A advisory © 2026 KQC Quantum, Inc. 4
TRANSACTION OVERVIEW Charlton Aria Acquisition Corporation (Nasdaq: CHAR) Paul Strickland, Chief Financial Officer Jung Min Lee, Chief Executive Officer • Former International Financial Advisor, Merrill Lynch • Co-founder of MiLinks • M.S. in Finance, Johns Hopkins University • Nearly three decades of international business experience • Founder of Selkirk Global Holdings • B.A., University of Puget Sound CHAR Management Umesh Patel Stephen Markscheid • Managing Partner of Aerion Capital, a boutique investment firm • Director of ConnectM Technology Solutions • Former Director of Monterey Capital Acquisition Corp. • Audit Committee Financial Expert • Director, Chief Executive Officer, and Chief Financial Officer of Fuse Group Holding Inc. (OTC:FUST) • Director of Nova Lifestyle (Nasdaq:NVFY) Independent Directors CHAR management and its advisors have experience as investors and business leaders Sources: Charlton Aria Acquisition Corporation Information Notes: ¹ Charlton Aria Acquisition Corporation is a special purpose acquisition company with approximately $93.5 million cash-in-trust as of September 25, 2026 Wang Jo Cha Kyoungtak Kim • Senior Advisor to Giant Chemical Co., Ltd. • Outside director at major Korean financial institutions and public companies • Partner, Service Area Leader of Audit & Assurance at LEK Partners • 18yrs+ public accounting and auditing experience 5 © 2026 KQC Quantum, Inc.
TRANSACTION OVERVIEW Business Combination STRUCTURE RATIONALE CAPITAL STRUCTURE VALUATION Sources: Business Combination Agreement dated October 6, 2026. Notes: ¹ CHAR trust account balance of approximately US$93.5 million as of September 25, 2026, before redemptions, including at the extension meeting. ² Assumes no redemptions; see the illustrative transaction slide for redemption scenarios. ³ Includes CHAR public shareholders, founder shares and shares issued on conversion of rights. • KQC MS Limited ("Merger Sub"), a Cayman Islands subsidiary of KQC Parent, will merge with and into CHAR, with CHAR surviving as a wholly owned subsidiary of KQC Parent • The transaction is targeted to close in H1 CY27, subject to the satisfaction of customary closing conditions • Upon closing, shares of the combined company are expected to trade on Nasdaq under ticker symbol "KQC" • Give KQC access to the U.S. public capital markets to fund the next stage of commercialization • Build the teams that convert customer pilots and proofs of concept into deployments, completing security certifications, and investing in computing capacity as customer demand is contracted • Strengthen KQC's standing with global technology partners and enterprise customers • Provide equity with which to attract and retain specialist talent • Charlton Aria shareholders will receive one KQC Parent common share for each Class A ordinary share. Each Charlton Aria right will convert into one-eighth of a KQC Parent common share • Minimum Cash Condition: US$30 million • KQC Pro-forma ownership: KQC fully diluted holders (incl. plan pool, closing grants and convertible debt) 37.1% 2 | All other holders 62.9%, assuming no redemptions 3 • Up to 1,500,000 earnout shares to KQC legacy holders in three tranches at $12.50, $15.00, and $20.00 • Use of proceeds: General corporate purposes • Pre-money KQC Parent equity valuation: US$80 million © 2026 KQC Quantum, Inc. 6 1
TRANSACTION OVERVIEW Illustrative SOURCES & USES PRO-FORMA OWNERSHIP2 KQC Fully Diluted1 (BCA) Sponsor: Founder Shares 6 Shares % Own • Notes: ¹ Per the BCA, KQC fully diluted shares equal $80.0M divided by the Reference Price and include the Equity Incentive Plan pool (10% of post-closing shares), Closing Grants and Convertible Debt shares. ² Trust of $93,522,049 at September 25, 2026 divided by 8,500,000 public shares; fixed at the Determination Date. ³ Up to the $2.5M De-SPAC Cost Cap in the BCA; certain costs are outside the cap. The deferred underwriting commission is not a De-SPAC Cost. ⁴ Trust balance is not cash to KQC; shown after redemptions, expenses, deferred underwriting and Sponsor note repayment; Pro forma Cash to Balance Sheet excludes KQC cash on hand and is before other accrued and unpaid Charlton Aria expenses at Closing and any Sponsor working capital notes, which will reduce it.. The $30.0M Minimum Net Cash Condition (BCA Section 6.1(g)) is measured on cash available at Closing, being trust funds remaining after redemptions plus any PIPE or backstop proceeds actually received. Pro-forma Cash to Balance Sheet is shown after expenses and may therefore be below $30.0M ⁵ Includes the 250,000-share D&O and advisor grant, which remains subject to CHAR Board approval and shareholder approval. ⁶ Forfeiture and deferral terms of Founder shares are still to be agreed upon. 7 Excludes up to 1,500,000 Earnout Shares (three tranches at $12.50, $15.00, $20.00), which are not issued at Closing. Sources: Company information; Business Combination Agreement; Charlton Aria trust statement as of September 25, 2026. CHAR Shareholders (Public, not Redeemed) Sponsor: Private Units TRANSACTION HIGHLIGHTS • Pre-money equity value of $80.0M under the Business Combination Agreement, with KQC shares valued at the Reference Price (trust redemption value per public share, $11.00 at September 25, 2026; final value set at the Determination Date) Valuation • Charlton Aria trust held approximately $93.5M at September 25, 2026 ($11.00 per public share), before any redemptions • Minimum cash condition of $30.0M; maximum redemption consistent with it is about 68% of public shares • Cash available at closing will be used for product development, commercial expansion, infrastructure, and other general corporate purposes Financing Structure • Merger Sub, a Cayman Islands subsidiary of KQC Parent, merges with and into CHAR, which survives as a wholly owned subsidiary of KQC Parent • One KQC Parent share per Class A ordinary share; one-eighth of a share per right PRO-FORMA VALUATION ($M) Shares Outstanding (M)5 Shares Price ($): Reference Price2 Equity Value No Redemption 50% Max (~68%) 11.0 19.6 215.4 11.0 15.3 168.6 11.0 13.8 151.9 Representative Shares Conversion of Rights D&O and Advisor Grant Total (Excl. Earnout Shares)7 8.50M 2.13M 0.26M 0.09M 1.09M 0.25M 19.58M 37.1% 43.4% 10.9% 1.3% 0.4% 5.6% 1.3% 100.0% No Redemption 7.27M Shares % Own 4.25M 2.13M 0.26M 0.09M 1.09M 0.25M 15.33M 47.4% 27.7% 13.9% 1.7% 0.6% 7.1% 1.6% 100.0% 50% Redemption 7.27M Shares % Own 2.73M 2.13M 0.26M 0.09M 1.09M 0.25M 13.81M 52.6% 19.8% 15.4% 1.8% 0.6% 7.9% 1.8% 100.0% Maximum (~68%) 7.27M No Redemption 50% Redemption Maximum (~68%) $173.5M $126.8M $110.0M Public Shares Remaining CHAR Cash in Trust, After Redemptions2 Existing KQC Shareholders (Rollover Equity) Existing KQC Shareholders (Rollover Equity)1 Total Sources Illustrative Transaction Fees and Expenses (De-SPAC Cost Cap)3 Deferred Underwriting Commission (Clear Street) Repayment of Sponsor Extension Notes (2 x $0.85M) Total Uses Pro-forma Cash to Balance Sheet4 8.50M 4.25M 2.73M $80.0M $80.0M $80.0M $93.5M $46.8M $30.0M $173.5M $126.8M $110.0M $80.0M $80.0M $80.0M $2.5M $2.5M $2.5M $1.7M $1.7M $1.7M $1.7M $1.7M $1.7M $87.6M $40.9M $24.1M © 2026 KQC Quantum, Inc. 7
INVESTMENT HIGHLIGHTS KQC at a glance: two quantum businesses, one open stack Founded December 2021 · HQ Busan, office in Seoul · Quantum security and quantum computing, with AI built into every product 8 Urgent, regulation-driven demand PQC migration takes 3–5 years; NIST targets deprecating RSA and ECC by 2030 and disallowing them by 2035. Products, not just projects Qubiteer AI quantum solver and QuantumSpan trust control plane. Tested on customer systems Paid PQC PoCs with IBK and LS ITC; optimization and materials projects with Busan Transportation, POSCO Holdings and Hanlim Pharm. Open and Vendor-neutral by design One environment for superconducting, trapped-ion, neutral-atom, photonic and annealing hardware; existing HSM, PKI and KMS stay in place. Defensible IP and external proof Patents: 1 granted · 8 pending · 2 PCT; FIDO certified; ISO/IEC 27001; WEF · C4IR Korea Frontiers 2025. Deep industry domain knowledge Proven problem-modeling expertise across Optimization, Material Science & Discovery, Finance and Security — backed by a growing faculty advisory board. © 2026 KQC Quantum, Inc.
THE PROBLEM · COMPUTING Where classical computing stops — quantum optimization begins Scheduling, allocation and materials problems explode combinatorially; today teams settle for heuristics and leave value on the table. 9 Sequence combinations for 20 items 2.4×1018 possible combinations (20!) → At 1 billion evaluations per second 77 yrs for exhaustive search Where KQC has applied quantum optimization Crew and route scheduling Busan Transportation Battery-materials screening POSCO Holdings Drug-candidate discovery Hanlim Pharm But adoption runs into three walls A high barrier to entry Without quantum physicists and complex mathematical modeling, it is hard even to begin. A fragmented ecosystem Hardware, algorithms and frameworks are scattered, so an integrated environment is hard to assemble. Uncertain ROI The benefit cannot be predicted before adoption, and validated cases are scarce. KQC's answer: define the problem in business language, run the best method, verify the result. © 2026 KQC Quantum, Inc.
THE PROBLEM · SECURITY Two clocks are already running — and the migration has no owner Data harvested today can be decrypted later, and roots of trust take years to replace — the migration has to finish first. 10 Deadlines now written into policy Deadlines, not forecasts 2024 NIST finalizes the first PQC standards (FIPS 203 · 204 · 205) 2026 Korea expands its PQC pilot to five critical sectors 2027 US new National Security System acquisitions must be CNSA 2.0- compliant 2030 US federal high-value systems: PQC key establishment EU high-risk systems migrated NIST (draft) RSA · ECC-112 deprecated 2031 US federal high-value systems: PQC signatures 2035 NIST (draft) RSA · ECC disallowed EU full transition If a program starts now Enterprise migration takes 3–5 years → it lands in 2029–2031 little margin before 2030–2035 1 Confidentiality clock Harvest now, decrypt later Data encrypted today can be captured now and decrypted later. Long-lived financial, health and defense records are exposed the moment they are taken. 2 Authenticity clock Forge later Roots of trust, certificates and firmware signing take years to replace — they must be quantum-safe before an attacker can forge signatures. The gap: nobody owns the migration Every tool does its own slice well Crypto scanners find crypto PKI / CLM issue & rotate HSM · KMS protect keys Secret managers store & lease MISSING Which assets move, in what order, who approves each wave — and how do we prove it is done? Today: spreadsheets and one-off SI projects across several vendor consoles. Sources: NIST FIPS 203/204/205 (Aug 2024); NIST IR 8547 (initial public draft); NSA CNSA 2.0; US EO 14412 (Jun 2026), OMB M-26-15; EU NIS Cooperation Group PQC roadmap (Jun 2025); Korean government PQC pilot announcement (May 2026). © 2026 KQC Quantum, Inc.
OUR SOLUTION Two businesses on one vendor-neutral stack Research-stage technology turned into products that run on customers' own systems and data. 11 Quantum Security Migrate to post-quantum cryptography today; authorize AI and machine actions next — on the infrastructure customers already run. QuantumSpan Control plane for the post-quantum transition MAQOR Approve Authorization for AI-agent actions MAQOR Sign PQC-hybrid FIDO2 biometric key · 1Q 2027 QuHSM In-house PQC HSM · GA target 2Q 2027 Quantum Computing Industry-specific quantum and hybrid algorithms, delivered through software and joint R&D. Qubiteer AI quantum solver · in development Joint R&D Materials, pharma, transport Multi-QPU access Superconducting, trapped-ion, neutral-atom, photonic and annealing AI built in Natural-language modeling and agents inside every product Open architecture No lock-in to one vendor, framework or hardware Proven execution Paid PoCs and projects in finance, public sector and manufacturing World-class R&D In-house algorithms and a faculty advisory board © 2026 KQC Quantum, Inc.
PRODUCT · QUANTUM COMPUTING Qubiteer — AI quantum solver for business users Define the problem in business language, run the best method, verify the result — currently in development. 12 1 AI Interpreter Extracts constraints and objective from natural language and builds the model. › 2 Pre-Decision Engine Decides first whether quantum is needed; compares classical, hybrid and quantum cost and time. › 3 Auto-Compiler Converts the model to QUBO / Ising; handles Hamiltonians and circuit mapping. › 4 Hybrid Orchestrator Distributes work across CPU, GPU and QPU; diagnoses and recovers failures. Access Natural-language chat (no-code) · CLI / Python SDK · REST API Backends D-Wave Advantage · GPU · Kubernetes · public cloud New user experience Chat-style modeling with validated industry templates (Vertical Model Store). Multi-algorithm routing VQE, SQD, QAOA and more; dynamic routing recommends the best combination. Cost-optimized Blocks unnecessary QPU spend before it happens. Open & extensible Qiskit, Cirq, PennyLane and in-house libraries via adapters. Pilot domains: crew scheduling · materials science · portfolio optimization © 2026 KQC Quantum, Inc.
PRODUCT · QUANTUM SECURITY QuantumSpan — the control plane for the post-quantum transition Scanners find cryptography; PKI, HSM and secrets tools change it. QuantumSpan decides, orchestrates and proves the entire migration. 13 01 Discover Any scanner or CBOM 02 Assess Risk · HNDL priority 03 Define target profile Hybrid PQC per asset class 04 Plan migration waves Order · scope · fallback 05 Govern & approve Policy check · human sign-off 06 Execute & orchestrate Adapters drive existing tools 07 Validate & evidence Re-scan · Evidence Package One control plane over the stack customers already own DISCOVERY INPUTS Any scanner · CBOM imports · cloud / Kubernetes · CI/CD QUANTUMSPAN · COMMON CONTROL PLANE CCAM canonical asset model Target profiles & policy Playbook library Orchestrator & approvals Validation & evidence EXECUTION Through existing PKI / CA, HSM / KMS and secret managers — PQC-ready issuance where a stack can't yet CRYPTO PROVIDERS Keys stay in the customer's own HSM or KMS — vendor-neutral, validated compatibility matrix · QuHSM (roadmap) From project to recurring platform revenue Assessment PoC & build Subscription CryptoOps Expansion platform conversion one-off recurring platform revenue Productized as playbooks P1 internal PKI · P2 TLS hybrid key exchange · P3 RSA key transport Nothing ripped out Customers keep their HSM, PKI and KMS vendors; we govern the change Audit-grade proof Every wave closes with a re-scan and an Evidence Package PROVEN IN PoCs HSM-backed PQC PKI · dynamic credentials & revocation · hybrid ML-DSA signing RELEASE 1 release candidate targeted for March 2027 © 2026 KQC Quantum, Inc.
PRODUCT · MAQOR & PHYSICAL AI Agents and robots share one rule — no approved Permit, no action An agent's payment and a robot's weld raise one question — who authorized this exact action? KQC answers both the same way with PQC. 14 One authorization pattern — two places it runs 1 · APPROVE 2 · ISSUE PERMIT 3 · VERIFY AT THE GATE 4 · PROVE AI AGENTS MAQOR CFO approves a $2.4M payment with a fingerprint on MAQOR Sign MAQOR Approve binds a one-time Permit to that exact payment Execution Gate re-checks the request and consumes the Permit once Evidence made inside the key — change one digit and the action fails PHYSICAL AI QuHSM Operator or policy approves a high- risk command, e.g. torch on MAQOR issues a Permit scoped to that robot, tool and time window QuHSM beside the actuator: enable = Permit AND safety interlock Every release and denial is signed and linked to its approval AI-ACTION AUTHORIZATION · KQC MAQOR Proof that a person approved this exact action MAQOR Approve — Permit, Execution Gate and SDK; sold standalone · MVP 4Q 2026 MAQOR Sign — Biometric FIDO Auth, Support PQC; evidence made in-key · 1Q 2027 Standard profile — works with existing passkeys; hardware never forced PHYSICAL AI SECURITY · KQC QuHSM The same Permit, enforced in hardware at the actuator Permit AND safety — a compromised robot computer cannot act on its own QuHSM — PQC HSM, USB or PCB-mount, tamper detect, zeroization · GA 2Q 2027 QuantumSpan — supplies policy and keys; ANDed with safety, never replacing it All dates are management targets · payment example illustrative · Physical AI combines QuHSM, MAQOR Permits and QuantumSpan policy High Assurance profile — works with MAQOR Sign only; PQC based Evidence; Patent Pending © 2026 KQC Quantum, Inc.
TRACTION Tested on real customer systems and data Paid proofs of concept and joint projects with regulated finance, industrial groups and public agencies. 15 Quantum Security — Finance · Enterprise · Public IBK Industrial Bank LS ITC PQC tested where security requirements are strictest. • PQC feasibility validation meeting financial-sector security standards • Pursuing certifications and audit evidence where required by regulated industries • Migration methodology — asset discovery, prioritization, phased rollout — applied on customer systems Quantum Computing — Manufacturing · Bio · Public Busan Transportation POSCO Holdings Hanlim Pharm Busan City · ETRI Quantum algorithms on fundamentally different classes of problems. • Large-scale schedule optimization — dispatch, crew, routes • Materials discovery and molecular design • Drug-candidate discovery with hybrid quantum–classical models C4IR Korea × World Economic Forum Korea Frontiers Program 2025 — selected as one of 30 innovative companies Hanwha Systems © 2026 KQC Quantum, Inc. PQC-based PoC completed (non-commercial)
PROOF POINTS In-house algorithms, measurable results on real data Work does not stop at a paper — it is confirmed on customers' operating data. 16 >4,500× faster than a classical single-CPU run Busan Transportation · government project Crew scheduling satisfying every shift, rest and service rule, optimized with quantum annealing. Up to 10× potential reduction in materials R&D time (based on research) POSCO Holdings 1.3×10¹⁵ transition-metal arrangements in an NCM811 cathode: quantum annealer screens first, DFT refines MASLD drug-candidate discovery Hanlim Pharm HSD17B13 inhibitors derived with a QCBM-LSTM hybrid generative model and large-scale virtual screening Up to 95% fewer qubits, 93% faster Computation, and +76% higher IoU Quantum image segmentation · in-house CASSQD SQD × CASSCF, smooth reaction profile Quantum chemistry · in- house algorithm © 2026 KQC Quantum, Inc. Reoptimizes core, active, and virtual orbitals along the reaction path, overcoming limitations of fixed-orbital SQD, with MC-PDFT, AFQMC, or SC-NEVPT2 accounting for the remaining dynamical correlation Road extraction dataset benchmarked against DeepLabv3, SAM, and QUBO-based optimization.
MARKET OPPORTUNITY Quantum is moving from the lab into enterprise budgets Two markets with different timing: quantum computing value compounds through 2035; PQC migration is mandated now. 17 POST-QUANTUM CRYPTOGRAPHY Mandated now NIST finalized the first post-quantum cryptography standards in 2024 and plans to deprecate RSA and ECC by 2030 and disallow them by 2035. Enterprises must inventory their cryptography and migrate keys, certificates and identities within that window. QUANTUM COMPUTING Pilots to production Enterprises are moving from research into paid pilots in scheduling, materials and finance. Value comes from applications that run across several hardware platforms and fit existing systems, not from owning a quantum processor. The regulatory clock 2024 NIST finalizes first three PQC standards 2029 Google · Cloudflare migration targets 2030 NIST IR 8547 (draft): RSA · ECC deprecated 2035 Quantum-vulnerable algorithms disallowed Sources: NIST FIPS 203, 204 and 205 (Aug 2024); Google Cloud – Post Quantum Cryptography Roadmap; NIST IR 8547 (initial public draft). © 2026 KQC Quantum, Inc.
BUSINESS MODEL Land with a project, expand into recurring platform revenue Each line starts with a paid engagement and grows into subscriptions, attach sales and usage. 18 Business line Land Recurring revenue Expansion Quantum Security Readiness assessment · paid PoC · integration QuantumSpan platform subscription + hardware attach (MAQOR Sign · QuHSM) More apps, workloads, HSMs and agents per customer; managed operations Quantum Computing Joint R&D projects · paid pilots on customer data Qubiteer subscription and usage fees; reusable industry models Follow-on workloads; IP-linked projects with industrial partners Asset-light by design KQC does not build quantum processors. Hardware partners supply capacity; KQC captures value in the application, platform and trust layers. © 2026 KQC Quantum, Inc.
GO-TO-MARKET Three complementary channels to reach enterprise customers Direct sales today; hyperscaler marketplaces and technology partners are planned channels to reach enterprise buyers worldwide. 19 C H A N N E L 0 1 Direct enterprise sales public sector · manufacturing • Paid PoC on customer systems, then production rollout • Creates reference customers and reusable domain models • Feeds product requirements back into the platform C H A N N E L 0 2 Hyperscaler marketplaces (planned) AWS · Microsoft Azure · Google Cloud • QuantumSpan and Qubiteer to be offered in cloud marketplaces • Customers buy against committed cloud spend, through existing procurement • Co-sell reaches global enterprises without a local sales force in every country C H A N N E L 0 3 Technology partners CBOM · system integrators · Physical AI platforms • Data-Warehouse GmbH: crypto discovery • System integrators bundle KQC into migration and optimization programs • Physical AI platforms embed QuHSM and the trust layer Together Direct sales build references, marketplaces widen reach, partners embed KQC in larger programs — turning validated products into recurring platform revenue. Hyperscaler marketplace listings and co-sell programs are go-to-market targets. © 2026 KQC Quantum, Inc.
COMPETITIVE POSITIONING KQC sits in the application and trust layer Global hardware makers and cloud platforms are our suppliers and channels, not our competitors. 20 Hardware OEMs Global cloud platforms KQC Core asset Quantum processors Distribution and compute Customer problems, use cases, trust platform Capital intensity Very high High Low Enterprise customer access Limited / indirect Broad but generic Direct, domain-level delivery Revenue model System sales, QCaaS Usage-based Projects → platform subscriptions + attach Relationship to KQC Supply partner Marketplace & co-sell channel — What makes the position defensible Domain models on real data Validated models for transport, materials, pharma and finance are reused across customers. Vendor neutrality Five quantum modalities and multi-HSM support — customers avoid lock-in, we avoid dependence. Trust footprint Once QuantumSpan runs a customer's keys and policies, it becomes operating infrastructure. IP tied to products Every filed patent maps to a shipped or roadmap product. Hardware access alone is not a moat; KQC's defensibility builds with each deployment. © 2026 KQC Quantum, Inc.
IP & CERTIFICATIONS A product roadmap backed by patent filings and external validation Patent filings tied to shipped and roadmap products — AI-agent authorization, custody, zero trust, Physical AI, FHE, quantum optimization. 21 12 1· 8 ·2 granted · pending · PCT 3 in final preparation Certifications & external validation FIDO Certification Level 1 MAQOR Sign; CTAP 2.1 Certification, 2026 ISO/IEC 27001 Information security management system certified — March 2026 Programs & selections 2025 Quantum Advantage Challenge · WEF × C4IR Korea Frontiers Program 2025 Regulatory alignment KpqC roadmap · e-finance and closed networks · KCMVP certification in preparation KIPO filings incl. two PCT applications; one patent granted. Pending applications are subject to examination; scope is not guaranteed. Patent (abridged title) Linked product Status Hybrid optimization orchestration & loopback diagnosis Qubiteer Filed Separated user-information and key-security devices MAQOR Sign Granted HSM wallet control via capability tokens QuantumSpan · MAQOR Sign Filed PQC-authenticated digital-asset custody QuantumSpan Filed Zero-trust gateway with short-lived HSM credentials QuantumSpan Filed Physical AI action control with HSM permits QuHSM (Physical AI) Filed Unsupervised Image Segmentation Using Quantum Annealing QC algorithm(In-house) Filed Evaluation-key packages for accelerated FHE FHE platform Filed HW based Human Authorization for AI Agents MAQOR Approve, MAQOR Sign Filed Permit-Mandate Protocol for AI Agents MAQOR Approve Prep Physical AI with Silent Authenticator device QuHSM (Physical AI) Prep Physical AI with Scope-Bounded Sub-Authorization QuHSM (Physical AI) Prep inventions in portfolio © 2026 KQC Quantum, Inc.
PARTNERSHIPS & ECOSYSTEM Vendor-neutral technology, open research network Multiple quantum systems in one environment, backed by research institutes, universities and a faculty advisory board. 22 G L O B A L T E C H N O L O G Y P A R T N E R S Quantum hardware · crypto discovery D-Wave Quantum annealing Pasqal Neutral atom Data-Warehouse Cryptographic discovery (CBOM) for PQC migration Workloads are routed to the best-fit modality R & D N E T W O R K Institutes · societies · universities Research institutes & public partners ETRI Busan Metropolitan City KIOST Korean Society for Bioinformatics Universities of our faculty advisors KAIST Seoul National Univ. Pusan National Univ. Korea Univ. DGIST Myongji Univ. Sunchon National Univ. Kumoh National Inst. of Tech. Univ. of Washington Advisors span quantum algorithms, chemistry, life sciences, materials, logistics and finance Open innovation KQC does not replace what customers already run. In security, existing HSM, PKI and KMS stay in place; in computing, Qiskit, Cirq, PennyLane and in-house libraries connect through adapters — so KQC moves with the standards and the hardware. © 2026 KQC Quantum, Inc.
ROADMAP & MILESTONES From gathering use cases to complete industry solutions We located where classical computing hits its limits across industries, then widened reach by reusing proven algorithms. 23 PHASE 1 2023 – 2024 Exploring use cases • Identified classical limits across industries • Accumulated use cases with domain experts Bio · Pharma · Finance · Chemicals · Materials · Aviation · Ports PHASE 2 · NOW 2025 – 2027 References and scale • Reused Phase 1 algorithms in new industries • Packaged industry solutions from references • Commercial track via paid finance PoCs and government programs Mobility · Healthcare · Urban Planning · Telecom and more PHASE 3 2028 – 2030 Complete solutions • Integrated, adoption-ready industry solutions • Runs on whichever quantum and classical resources fit Defense · Energy · Space Exploration Next product milestones (KQC targets) Jun 2026 Qubiteer alpha completed QuHSM enterprise GA 2Q 2027 Physical AI design partners MAQOR Sign production release 1Q 2027 QuantumSpan R1 release candidate © 2026 KQC Quantum, Inc.
THE OPPORTUNITY Growth capital to turn validation into repeatable revenue Investment will be directed at the milestones that convert paid PoCs and launches into recurring customers. 24 1 Ship the products QuantumSpan R1 GA, QuHSM enterprise module and MAQOR Sign to production. 2 Convert customers Turn paid PoCs in finance and the public sector into production deployments; drive paid Qubiteer adoption. 3 Deepen R&D and IP Industry models, hybrid algorithms and PCT-stage patent protection. 4 Scale go-to-market Enterprise sales, hyperscaler marketplace listings and co-sell, partner channels and international expansion. Milestones we will report against ✓Paid customers and production deployments ✓Platform subscription revenue and retention ✓Product GA dates delivered ✓Gross margin by offering © 2026 KQC Quantum, Inc.
K Q C · K O R E A Q U A N T U M C O M P U T I N G ir@kqcquantum.com | www.kqcquantum.com/investor Quantum value is measured in customer results KQC puts quantum computing and quantum-safe security to work
ABOUT THIS PRESENTATION Summary of Risk Factors The below list of risk factors has been prepared solely for purposes of the proposed business combination (the "Business Combination") of Charlton Aria Acquisition Corporation ("CHAR") and KQC Quantum, Inc. ("KQC Parent") and solely for potential investors in the Business Combination, and not for any other purpose. All references to "KQC," the "Company," "we," "us" or "our" refer to the business of Korea Quantum Computing Co., Ltd. and its subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and CHAR, with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the proposed transactions between the Company and CHAR. The risks presented in such filings will be consistent with those that would be required for a public company in its securities law filings, including with respect to the business and securities of the Company and CHAR and the proposed transactions between the Company and CHAR, and may differ significantly from and be more extensive than those presented below. Investing in securities (the "Securities") to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company's consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Business Combination, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company's business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company's business financial condition and/or operating results. If any of these risks or uncertainties actually occur, the value of the Company's equity securities may decline, and any investor in the Business Combination may lose all or part of its investment. Risks Related to our Business Capital Requirements and Cost Fluctuations. Our business and our future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to our stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common shares, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Development. KQC is early stage, with a limited operating history and history of losses, and its products are not yet certified or at pilot or proof-of-concept stage (Qubiteer and QuantumSpan are in development). Our technical roadmap and plans for further commercialization include technology that is being developed but may never become available or meet desired technical specifications or generate recurring revenue, and we face significant barriers in our continued development efforts. If we cannot successfully overcome those barriers, our business will be negatively impacted. Strategy Execution. If we cannot successfully execute our strategy, including in response to changing customer needs and new technologies and other market requirements, the increased rigors of operating a public company, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed. Competition. Even if we are successful in developing products within our pipeline, and executing our strategy, competitors in the industry may achieve technological breakthroughs that render our quantum technology obsolete or inferior to other products. Our Industry. The quantum computing industry and post-quantum security markets are in their early stages and volatile, and if they do not develop, if they develop slower than we expect, if they develop in a manner that does not require use of our quantum solutions, if they encounter negative publicity, if they are subject to regulatory matters in the Republic of Korea and the United States, or if our solutions do not drive commercial engagement, the growth of our business will be harmed. Loss of Patent Protections & Cybersecurity. Any failure to obtain, maintain and protect our intellectual property rights, or any system breach, could impair our ability to protect and commercialize our proprietary products and technology and cause us to lose our competitive advantage. Growth Rates. Our success will depend upon our ability to expand, scale our operations, and increase our sales and support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all. © 2026 KQC Quantum, Inc. 26
ABOUT THIS PRESENTATION Summary of Risk Factors (Cont'd) Strategic Partners. If we are unable to maintain our current strategic partnerships or we are unable to develop future collaborative partnerships, or successfully conclude prior partnerships, our future growth and development could be negatively impacted. Certain of our strategic development and partnership arrangements or expected strategic partnerships could be terminated or may not materialize into contract partnership arrangements on a long-term basis or at all. We may also not be able to successfully engage target customers or convert early trial deployments of our technology into meaningful orders in the future. Third Parties. We depend on, and anticipate that we will continue to depend on, various third-party suppliers, contractors, customers, strategic partners, and government-funded projects in order to sustain and grow our business, an example of which includes D-Wave. Our ability to commercialize and scale is also dependent upon components we must source from electronics and other industries. Shortages or supply interruptions in any of these components will adversely impact our financial performance. Customer Concentration. A significant portion of our revenue to date has been derived from a small number of customers and from government-funded projects. Most of our engagements are pilots, proofs of concept or joint projects that may not convert into production deployments or recurring revenue. The loss of, or a reduction in business from, any significant customer, or any change in government funding priorities, could materially and adversely affect our business. Restructuring of the GPU Business. We have restructured our former GPU business and concluded certain prior partnerships. The restructuring may give rise to costs, disputes, loss of revenue or management distraction and our historical results may not be indicative of the performance of our current business. Risks Related to the Business Combination Transaction Costs. Both CHAR and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions, such as failure to obtain the approval of CHAR's shareholders for the Business Combination or the Extension are not satisfied or waived or failure to satisfy the minimum cash condition before the Combination Deadline, as it may be extended, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Redemption. If a significant number of shares of CHAR's Class A ordinary shares is elected to be redeemed in connection with the Business Combination, the share ownership of the Combined Company will be highly concentrated, which will reduce the public "float" and may have a depressive effect on the market price of the shares of the Combined Company. Redemptions may also significantly reduce the amount of cash available to the Combined Company following the Business Combination. Value of Securities. If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of CHAR's securities or, following the consummation of the Business Combination, the value of the Combined Company's securities, may decline. Stock Exchange Approvals. There can be no assurance that the Combined Company's securities will be approved for Nasdaq listing on the chosen stock exchanges or that the Combined Company will be able to comply with the continued listing standards of such stock exchanges. Conflicts of Interest. The Sponsor, as well as CHAR's officers and directors, may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether we are an appropriate target for CHAR's initial business combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. © 2026 KQC Quantum, Inc. 27
ABOUT THIS PRESENTATION Summary of Risk Factors (Cont'd) 28 Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company's business, including CHAR, and our ability to consummate the Business Combination, and results of operations. Risks Relating to Korea. Substantially all of our operations, employees and customers are located in the Republic of Korea. We are subject to Korean laws and regulations, including the Foreign Exchange Transactions Act and other requirements that apply to cross-border investment, payments and transfers of funds and these may restrict or delay transactions between the combined company and KQC. Fluctuations in the value of the Korean won against the U.S. dollar may adversely affect our reported results. Political, economic and military conditions on the Korean peninsula, including tensions with North Korea, could disrupt our operations and adversely affect the value of the combined company's securities. Financial Reporting and Internal Controls. Our financial statements have not yet been audited in accordance with PCAOB standards and are being converted to U.S. GAAP. The audited financial statements may differ materially from any financial information previously provided. We may identify material weaknesses in our internal control over financial reporting. If we fail to remediate them or to maintain effective controls, we may be unable to report our results accurately or on a timely basis, which could result in a loss of investor confidence and regulatory action. We will also incur significant legal, accounting and other costs as a U.S. public company. Tax. The U.S. federal income tax treatment of the Business Combination, including whether it qualifies as a tax-deferred reorganization, is uncertain. Holders could be subject to tax as a result of the Business Combination or of exercising redemption rights. Holders should consult their own tax advisor. Dilution. Holders of CHAR's securities will experience significant dilution as a result of the Business Combination. This will include dilution from the Sponsor's founder shares and private units, the conversion of rights, any earnout shares, awards under the equity incentive plan and shares issuable under convertible debt and other convertible instruments. Further issuances after closing could cause additional dilution and depress the market price of the combined company's securities. Concentrated Ownership. Following closing, KQC's principal shareholders, including our Founder and Chairman, are expected to hold a significant percentage of the combined company's voting power. They will be able to exert significant influence over matters requiring shareholder approval, including the election of directors and significant corporate transactions, and their interests may differ from those of other shareholders. © 2026 KQC Quantum, Inc.
Exhibit 99.2
KQC and Charlton Aria Business Combination Announcement
Webcast Transcript
Opening and Introduction
Paul Strickland | Chief Financial Officer and Director, Charlton Aria Acquisition Corporation
Hello. I am Paul Strickland, Chief Financial Officer of Charlton Aria Acquisition Corporation.
Today, Charlton Aria and KQC Quantum Inc. announced a definitive business combination agreement. Subject to closing conditions and listing approval, KQC is expected to become a Nasdaq-listed company trading under the ticker symbol KQC.
Our investment thesis is about enterprise adoption: turning advances in quantum technology into applications customers can use and security they can implement. KQC has completed customer projects and paid security proofs of concept. Growth capital is intended to help turn that experience and expertise into repeatable products.
This presentation includes forward-looking statements. Please review the accompanying disclosures and SEC filings. I’ll now turn it over to Chairman Kweon who will explain the strategy, John Kim will then describe the products and customer work, and I’ll conclude our prepared remarks by outlining the transaction. We will not be taking Q&A during this discussion.
The Investment Case
Ji Hoon Kweon | Founder and Chairman, KQC
Thank you, Paul. I am Ji Hoon Kweon, Chairman of KQC.
As quantum technology moves into the broader economy, where will value accrue? Our conviction is that a meaningful share of that value will come from solving some of the largest problems enterprises face today. That is exactly where KQC is focused.
We founded the company in Busan in 2021, with a strategy centered on two areas: quantum computing applications and quantum security. These opportunities are developing on different timelines, so we have built two distinct but complementary paths to enterprise adoption.
Quantum security can be deployed today. In 2024, NIST finalized its first three post-quantum cryptography standards, which has accelerated the need for organizations to identify vulnerable systems, test compatibility, and protect their keys and identities. KQC supplies and integrates security products while also developing software to help customers manage this critical transition.
At the same time, in quantum computing, we focus on building software, industry-specific models, and practical delivery capabilities. Qubiteer is our proprietary technology platform designed to help customers use classical, quantum, or hybrid methods depending on the problem they are trying to solve.
By providing access to different quantum technologies, including D-Wave, we can remain flexible as the underlying hardware continues to improve. John will explain in more detail how this works in practice.
1
From a commercial perspective, the logic is straightforward. We start with a specific customer problem, demonstrate useful results, and then look to reuse the model, software, or integration approach across additional workloads.
In quantum computing, our planned business model combines subscription and usage-based fees. In quantum security, the model combines products, integration, support, and the software platform capabilities we are developing.
We are still at an early stage in this broader transition, so the next important milestones are production adoption and repeat usage. We intend to measure our progress through indicators such as paying customers, pilot-to-production conversion, customer retention, and gross margin by offering.
With my experience in finance and investment, I tend to take a disciplined approach to how we allocate capital. We focus on what matters most: product engineering, customer implementation, security certification, and strong public-company controls.
As we grow, our capital will be directed toward areas that strengthen the business and support commercial scale. That means continuing to invest in our quantum computing platform, expanding our quantum security capabilities, and supporting customer deployments that can lead to recurring revenue.
We also want to remain flexible, so that infrastructure investment grows together with actual customer demand rather than ahead of it.
Korea is our home market and our starting point, but the industrial and financial problems we are addressing are global.
As we grow, we intend to expand selectively through partners and reusable solutions, building shareholder value through the quality and repeatability of our business.
John, please take us through the products and the customer experience behind this strategy.
Customer Delivery
Joon Young Kim | Chief Executive Officer, Korea Quantum Computing Co., Ltd.
Thank you, Chairman. I am John Kim, Chief Executive Officer of Korea Quantum Computing.
Our work begins with the customer’s pain points, data, and operating constraints. Our proprietary AI and quantum platform Qubiteer, uses AI to help translate a business problem into a mathematical model. It compares classical, quantum and hybrid approaches and presents results against the business objective. Our ultimate aim is to make advanced methods accessible within a repeatable workflow.
This approach is grounded in hands-on project experience, and I’ll briefly touch on a few recent examples. In battery materials, we completed a research engagement that combined quantum optimization with first-principles calculations to evaluate candidate structures more effectively. In urban rail, we completed a government-funded research project modeling train and crew scheduling constraints. Each completed project adds to a library of industry models that can be repurposed for related problems, and we are now building on this foundation with more advanced follow-on research in both areas. In battery research, for example, we are applying image segmentation to solid-state battery microstructures to quantify nanoparticle distribution, particle size and specific surface area at the pixel level, giving us a precise understanding of the material’s electrical and thermal properties.
2
In quantum-safe security, software alone is not enough. That is why we supply and integrate hardware security modules (HSMs) through our partnership with manufacturers. We have completed paid proofs of concept testing post-quantum security and compatibility with enterprise systems. Our primary focus now is to convert that validation into production deployments and ongoing support.
We are also developing QuantumSpan to help customers inventory cryptographic assets and manage migration across existing security infrastructure. Our authentication and embedded security products complement that roadmap. We distinguish products in development from capabilities available today.
Across both businesses, our delivery discipline is the same: define the customer’s requirements, assess results against an appropriate baseline, and make the solution reliable enough for repeated use. Product adoption and repeat usage will show how successfully we turn that work into a scalable business.
That concludes my remarks. Now Paul will explain the proposed transaction.
The Proposed Transaction
Paul Strickland | Chief Financial Officer and Director, Charlton Aria Acquisition Corporation
Thank you, John.
The proposed transaction is intended to support KQC’s next stage of commercialization. Under the agreement, a Cayman Islands subsidiary of KQC will merge into Charlton Aria, which will survive as a wholly owned subsidiary of KQC. KQC common stock is expected to trade on Nasdaq under ticker symbol KQC, subject to listing approval.
Charlton Aria shareholders will receive one KQC common share for each Class A ordinary share. Each Charlton Aria right will convert into one-eighth of a KQC common share.
The agreement values KQC at a pre-money equity value of approximately 80 million dollars, at a price per share equal to the trust redemption value of a Charlton Aria Class A ordinary share. Existing KQC shareholders will roll all of their equity into the combined company, with expected ownership of 37 percent assuming no redemptions.
Charlton Aria’s trust held approximately 93.5 million dollars as of September 25, 2026, although this is not the amount of growth capital assured to KQC. Cash at closing will depend on shareholder redemptions, any additional financing, transaction expenses and other closing obligations. The final disclosures will explain those assumptions and the applicable minimum cash condition.
Both boards have approved the agreement. A fairness opinion was presented to the Charlton Aria board before it approved the agreement.
Charlton Aria’s current business combination deadline is October 25, 2026. An extension requires shareholder approval, and we intend to seek that approval. KQC intends to file a registration statement on Form S-4 containing business, financial and risk disclosures, together with the proxy statement and prospectus.
Closing also requires the registration statement to become effective, the required shareholder approvals, Nasdaq listing approval and satisfaction of the remaining conditions in the agreement, including a minimum cash condition of thirty million dollars, expiration of the U.S. antitrust waiting period, and required Korean regulatory filings. The parties currently expect closing by June 30, 2027, the outside date under the agreement, subject to those conditions.
Please read the transaction filings and extension materials when available. These documents will be accessible through the SEC and the investor relations website at www.kqcquantum.com.
In closing, KQC is building applications and security for enterprise quantum adoption. We believe its customer experience and product strategy provide a solid foundation for growth. As the company now enters the phase of proving out repeatable adoption, supported by disciplined execution, we look forward to sharing that progress with the market. Thank you.
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