Charlton Aria Acquisition reports net income of $138,124 for Q3 2026

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☒ QUARTERLY REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June September 30, 2026

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(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

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Identification Number)

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year, if changed since last report)

(Address of principal executive offices and zip code)

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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Name of each exchange on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to acquire one-eighth of one Class A ordinary share CHARU The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Charlton Aria Acquisition Corporation

As of the date hereof, October 22, 2026, there were 8,840,000 of the registrant's 4,579,037 Class A ordinary shares, par value $0.0001 per share, and 2,125,000 of the registrant's 660,001 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

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Financial Statements (Unaudited) 5 changes

Balance Sheets as of June September 30, 2026 and December 31, 2025 (Unaudited) 1

Statements of Operations for the Three and Six Nine Months Ended June September 30, 2026 and 2025 (Unaudited) 2

Statements of Changes in Shareholders' Deficit for the Three and Six Nine Months Ended June September 30, 2026 and 2025 (Unaudited) 3

Statements of Cash Flows for the Six Nine Months Ended June September 30, 2026 and 2025 (Unaudited) 4 5

Notes to Unaudited Financial Statements 5 6

Controls and Procedures 1 change

PART II. – OTHER INFORMATION 26 31

Financial statements 186 changes

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Cash $ 7,194 $ 5,135

Prepaid expenses 49,267 8,156

Total Assets $ 91,941,503 $ 89,457,824

Liabilities and Shareholders' Deficit

Working capital loan - related party 1,235,558 100,881

Total Current Liabilities 1,414,549 198,508

Cash $ 30,962 $ 5,135

Prepaid expenses 27,322 8,156

Total current assets 56,461 58,284 13,291

Cash and investments held in trust account 91,885,042 93,579,630 89,444,533

Total assets $ 93,637,914 $ 89,457,824

Liabilities, Class A ordinary shares subject to possible redemption and shareholders' deficit

Accounts payable and accrued expenses $ 155,281 538,134 $ 33,877

Due to related parties 23,710 52,823 63,750

Working capital loans, related party 2,381,879 100,881

Total current liabilities 2,972,836 198,508

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Total Liabilities 3,114,549 1,898,508

Total liabilities 4,672,836 1,898,508

Commitments and contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $ 10.81 11.01 and $ 10.52 per share as of June September 30, 2026 and December 31, 2025, respectively 91,885,042 93,579,630 89,444,533

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Accumulated deficit ( 3,058,335 ) ( 1,885,464 )

Total Liabilities and Shareholders' Deficit $ 91,941,503 $ 89,457,824

these unaudited financial statements.

Accumulated deficit ( 4,614,799 ) ( 1,885,464 )

Total shareholders' deficit ( 3,058,088 4,614,552 ) ( 1,885,217 )

Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' deficit $ 93,637,914 $ 89,457,824

The accompanying notes are an integral part of these unaudited financial statements.

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Formation and operating costs $ 236,263 $ 127,380 $ 322,872 $ 297,632

Loss from operations ( 236,263 ) ( 127,380 ) ( 322,872 ) ( 297,632 )

Interest income - 776 1 3,083

Total other income 804,029 905,404 1,590,510 1,806,913

Net income $ 567,766 $ 778,024 $ 1,267,638 $ 1,509,281

Formation and operating costs $ 706,464 $ 109,077 $ 1,029,336 $ 406,709

Loss from operations ( 706,464 ) ( 109,077 ) ( 1,029,336 ) ( 406,709 )

Interest and dividends earned on cash and investments held in trust account 804,029 904,628 1,590,509 1,803,830 844,588 915,972 2,435,097 2,719,802

Interest income - 94 1 3,177

Total other income 844,588 916,066 2,435,098 2,722,979

Net income $ 138,124 $ 806,989 $ 1,405,762 $ 2,316,270

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Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 0.01 $ 0.07 $ 0.12 0.13 $ 0.14 0.21

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these unaudited financial statements.

Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.05 0.01 $ 0.07 $ 0.12 0.13 $ 0.14 0.21

The accompanying notes are an integral part of these unaudited financial statements.

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For the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)

For the Three and SIX Nine Months Ended JUNE September 30, 2026

Balance, as of December 31, 2025 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,885,464 ) $ ( 1,885,217 )

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Balance, as of March 31, 2026 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,972,072 ) $ ( 1,971,825 )

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Extension fees deposit attributable to Class A ordinary shares subject to redemption - - - - - ( 850,000 ) ( 850,000 )

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Balance, as of June 30, 2026 340,000 $ 34 2,125,000 $ 213 $ - $ ( 3,058,335 ) $ ( 3,058,088 )

Remeasurement of carrying value to redemption value - - - - - ( 844,588 ) ( 844,588 )

Extension deposit attributable to Class A ordinary shares subject to redemption - - - - - ( 850,000 ) ( 850,000 )

Net income - - - - - 138,124 138,124

Balance, September 30, 2026 340,000 $ 34 2,125,000 $ 213 $ - $ ( 4,614,799 ) $ ( 4,614,552 )

The accompanying notes are an integral part of these unaudited financial statements.

For the Three and Nine Months Ended September 30, 2025

Balance, as of December 31, 2024 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,293,097 ) $ ( 1,292,850 )

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Balance, as of March 31, 2025 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,461,042 ) $ ( 1,460,795 )

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these unaudited financial statements.

Balance, as of June 30, 2025 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,587,646 ) $ ( 1,587,399 )

Remeasurement of carrying value to redemption value - - - - - ( 915,972 ) ( 915,972 )

Net income - - - - - 806,989 806,989

Balance, September 30, 2025 340,000 $ 34 2,125,000 $ 213 $ - $ ( 1,696,629 ) $ ( 1,696,382 )

The accompanying notes are an integral part of these unaudited financial statements.

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Net income $ 1,267,638 $ 1,509,281

Net income $ 1,405,762 $ 2,316,270

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Interest and dividends earned on cash and investments held in trust account ( 1,590,509 2,435,097 ) ( 1,803,830 2,719,802 )

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Prepaid expenses ( 41,111 ) ( 60,547 )

Prepaid expenses ( 19,166 ) ( 27,840 )

Accounts payable and accrued expenses 121,404 504,257 ( 31,192 17,772 )

Due to related parties ( 40,040 ) 10,927 ) 12,500 )

Net cash used in operating activities ( 282,618 555,171 ) ( 398,788 436,644 )

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Extension fee deposited into Trust Account ( 850,000 ) -

Extension deposits into trust account ( 1,700,000 ) -

Net cash used in investing activities ( 850,000 1,700,000 ) -

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Proceeds from working capital loan from a related party 1,134,677 -

Net Change in Cash 2,059 ( 398,788 )

Proceeds from working capital loans, related party 2,280,998 -

Net cash provided by financing activities 1,134,677 2,280,998 -

Net change in cash 25,827 ( 436,644 )

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Cash, end of period $ 7,194 $ 48,631

Supplemental Disclosure of Cash Flow Information:

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and 106 more changes in the filing

Forward-looking statements 32 changes

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its initial public offering (the "IPO" described below) filed with the Securities and Exchange Commission (the "SEC") on October 24, 2024 (File No. 333-282313) (the "Prospectus") the risk factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and the risk factors in the Company's definitive proxy statement filed with the SEC on October 7, 2026. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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The underwriters have been were granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any. On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the "Option Units"), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the "Additional Private Placement Units") to the sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $150,000. The Company also issued an additional 10,000 Representative Shares to the Representative.

Since our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business combination. We presently have no revenue and have had losses incurred formation and operating costs since inception. from incurring Our net income for the three and nine months ended September 30, 2026 and 2025 was attributable to interest and dividends earned on investments held in trust account, which exceeded our formation and operating costs. We have relied upon the sale of our securities and loans from the sponsor and other parties to fund our operations.

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Pursuant to the Second Amended and Restated Memorandum and Articles of Association of the Company, the Company had until April 25, 2026, or 18 months from the consummation of its initial public offering to consummate its initial business combination, provided that the Company may, but is not obligated to, extend the period of time to consummate an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination) if the Sponsor and/or its designees deposit into the trust account $850,000 for each three months extension, for an aggregate of up to $1,700,000.

On April 24, 2026, the Sponsor deposited $850,000 into the trust account, as a result of which, the Company has had until July 25, 2026 to complete its initial business combination (the "First Extension"). In connection with the First Extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of $850,000 to the Sponsor. The promissory note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company's initial business combination and the Company's liquidation.

On August 3, , 2026, the Sponsor deposited $850,000 into the trust account, as a result of which, the Company has had until October 25, 2026 to complete its initial business combination (the "Second Extension"). In connection with the Second Extension, the Company issued an unsecured promissory note dated July 31, 2026, in the principal amount of $850,000 to the Sponsor. The promissory note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company's initial business combination and the Company's liquidation.

On October 19, 2026, the Company held an extraordinary general meeting of its shareholders (the "Extension Meeting"). The shareholders approved, by special resolution, (i) an amendment to our second amended and restated memorandum and articles of association to extend the date by which the Company must complete an initial business combination from October 25, 2026 up to twelve times, by one month each time, to as late as October 25, 2027, and (ii) Amendment No. 1 to the Investment Management Trust Agreement to permit those extensions. For each one-month extension, the sponsor, or one or more of its affiliates or designees, must deposit into the trust account $0.03 for each public share that remains outstanding, up to $60,000 per extension. Each deposit will be treated as a loan to the Company.

In connection with the Extension Meeting, holders of 5,725,962 public shares exercised their right to redeem their shares for approximately $11.03 per share, or $63,157,704 in aggregate, paid from the trust account. Following the redemptions, 2,774,038 public shares remain outstanding, and $30,597,806 remained in the trust account. Each one-month extension therefore requires a deposit of $60,000.

On October 19, 2026, the sponsor converted 1,464,999 Class B ordinary shares into the same number of Class A ordinary shares, on a one-for-one basis, in accordance with the Company's memorandum and articles of association. The sponsor has acknowledged that the Class A ordinary shares it received on the conversion are not entitled to any distribution from the trust account. Following the conversion and the redemptions, 4,579,037 Class A ordinary shares and 660,001 Class B ordinary shares are issued and outstanding.

On October 27, 2026, the Company deposited $60,000 into the trust account to extend the Combination Deadline from October 25, 2026 to November 25, 2026. The Company funded the deposit from its operating account. On October 26, 2026, the Company requested, and Parent approved, an advance of $500,000 of De-SPAC Costs to the Company under Section 5.12 of the Business Combination Agreement, including the amount of the deposit. The advance is not repayable by the Company.

Proposed Business Combination

On October 6, 2026, 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, and the Sponsor. Pursuant to the Business Combination Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The Business Combination Agreement provides for an equity value of Parent of $80,000,000 and for up to 1,500,000 earnout shares. Closing is subject to customary conditions, including approval by the Company's shareholders, the effectiveness of a registration statement on Form S-4, approval for listing on Nasdaq, approval of an extension of the Company's deadline to complete a business combination, and aggregate cash available at closing, including funds remaining in the trust account after redemptions and the net proceeds of any private placement financing, of not less than $30,000,000. There can be no assurance that the transactions contemplated by the Business Combination Agreement will be completed.

Concurrently with the execution of the Business Combination Agreement, the Company, Parent and the Sponsor entered into a Sponsor Support Agreement, pursuant to which the Sponsor agreed, among other things, to vote all of its Class A ordinary shares underlying the Private Placement Units and its founder shares in favor of the proposals to be submitted to the Company's shareholders in connection with the transactions contemplated by the Business Combination Agreement, and not to redeem any such shares, including in connection with any meeting convened to approve an extension of the Combination Deadline. In addition, on October 6, 2026, the Company, Parent and certain stockholders of Parent entered into a Parent Support Agreement, pursuant to which such stockholders agreed, among other things, to vote their shares of Parent common stock in favor of the transactions contemplated by the Business Combination Agreement.

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We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 22, 2024 (inception) to June September 30, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest and dividends earned on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

For the three months ended June September 30, 2026, we had a net income of $567,766, $138,124, which consisted of interest and dividends earned on investments held in trust account of $804,029, $844,588, which was partially offset by formation and operating costs of $236,263. $706,464.

For the three months ended June September 30, 2025, we had a net income of $778,024, $806,989, which consisted of interest and dividends earned on investments held in trust account of $904,628 $915,972 and interest income of $776, $94, which was partially offset by formation and operating costs of $127,380. $109,077.

For the six nine months ended June September 30, 2026, we had a net income of $1,267,638, $1,405,762, which consisted of interest and dividends earned on investments held in trust account of $1,590,509 $2,435,097 and interest income of $1, which was partially offset by formation and operating costs of $322,872. $1,029,336.

For the six nine months ended June September 30, 2025, we had a net income of $1,509,281, $2,316,270, which consisted of interest and dividends earned on investments held in trust account of $1,803,830 $2,719,802 and interest income of $3,083, $3,177, which was partially offset by formation and operating costs of $297,632. $406,709.

Formation and operating costs increased by $597,387 for the three months, and by $622,627 for the nine months, ended September 30, 2026 compared with the same periods in 2025, mainly because of professional fees of $564,145 and $614,145, respectively, incurred in connection with the proposed business combination with KQC Quantum, Inc. Interest and dividends earned on investments held in the trust account decreased by $71,384 for the three months, and by $284,705 for the nine months, ended September 30, 2026, because of lower yields on the money market funds held in the trust account, partly offset by a higher trust balance following the extension deposits.

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The Company's liquidity needs through June 30, 2026 had been satisfied through a payment from the sponsor of $25,000 for the founder shares to cover certain offering costs and the proceeds from the public offering and private placements.

The Company's liquidity needs through September 30, 2026 were satisfied through the payment of $25,000 by the sponsor for the founder shares, the proceeds of the IPO and the private placements held outside the trust account, and loans from the sponsor under the Working Capital Loans.

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As of June September 30, 2026, the Company had cash of $7,194 $30,962 and working capital deficit of $1,358,088. $2,914,552. The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that these conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. Management's plan in addressing this uncertainty is through the Working Capital Loans, as defined in Note 5 of the financial statements, and the funding of De-SPAC Costs by KQC Quantum, Inc. under Section 5.12 of the Business Combination Agreement, as described in Note 6 of the financial statements. In addition, if the Company is unable to complete an initial business combination within by the Combination Deadline, by which may be extended month to month to as late as October 25, 2026, unless further extended, 2027, the Company's board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company's plans to consummate an initial business combination will be successful within the Combination Deadline. As a result, management has determined that such additional condition also raises substantial doubt about the Company's ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For the six nine months ended June September 30, 2026, there was $282,618 $555,171 of cash used in operating activities resulting from interest and dividend earned on investments held in trust account of $1,590,509, $2,435,097, the increase in prepaid expenses of $41,111, $19,166, and the decrease in due to related parties of $40,040. $10,927. The changes were offset by net income of $1,267,638, $1,405,762, and the increase in accounts payable and accrued expenses of $121,404. $504,257.

For the six nine months ended June September 30, 2025, there was $398,788 $436,644 of cash used in operating activities resulting from interest and dividend earned on investments held in trust account of $1,803,830, $2,719,802, the increase in prepaid expenses of $60,547, $27,840, and the decrease in accounts payable and accrued expenses of $31,192, $17,772. The changes were partially offset by net income of $2,316,270 and the decrease increase in due to related parties of $12,500. The changes were offset by net income of $1,509,281.

For the six nine months ended June September 30, 2026, there was $850,000 $1,700,000 of cash used in investing activities resulting from extension fee deposited into trust account of $850,000. $1,700,000.

For the six nine months ended June September 30, 2025, there were no investing activities.

For the six nine months ended June September 30, 2026, there was $1,134,677 $2,280,998 of cash provided by financing activities resulting from proceeds from working capital loan from a related party of $1,134,677. $2,280,998, consisting of $1,700,000 of extension loans and $580,998 of loans to fund our working capital needs.

For the six nine months ended June September 30, 2025, there were no financing activities.

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In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor (together, the "insiders") or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $3,000,000 of such loans (the "Working Capital Loans") may be convertible into Units of the Company, at a price of $10.00 per Unit (the "Working Capital Units") at the option of the lender. As of June September 30, 2026 and December 31, 2025, the Company had borrowings of $1,235,558 $2,381,879 and $100,881 under the Working Capital Loans, respectively. In addition, under Section 5.12 of the Business Combination Agreement, KQC Quantum, Inc. is responsible for De-SPAC Costs up to $2,500,000, without reimbursement, and on October 26, 2026 the Company requested an advance of $500,000 under that section (see Notes 6 and 9 to the financial statements). As of September 30, 2026, KQC Quantum, Inc. had made no advance to the Company.

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection with such initial business combination. In addition, if we are unable to complete an initial business combination within by the Combination Deadline, by which may be extended month to month to as late as October 25, 2026, unless further extended, 2027, the board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution. There is no assurance that our plans to consummate an initial business combination will be successful within the Combination Deadline. As a result, management has determined that such additional condition also raises substantial doubt about our ability to continue as a going concern.

Following the redemptions at the Extension Meeting, $30,597,806 remained in the trust account, compared with the $30,000,000 minimum cash condition in the Business Combination Agreement. Further redemptions in connection with the shareholder vote on the business combination could prevent that condition from being met unless the Company obtains other financing, such as a private placement.

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We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Controls and procedures 3 changes

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Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of June September 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer Certifying Officers concluded that, as of June September 30, 2026, our disclosure controls and procedures were not effective due to the material weakness in our internal controls as a result of control over financial reporting resulting from inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

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This Quarterly Report on Form 10-Q (the "Quarterly Report") does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

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During the period covered by this Quarterly Report On Form 10-Q, July 22, 2026, Paul Strickland was appointed Chief Financial Officer, and Jung Min Lee, our Chief Executive Officer, ceased to serve as acting Chief Financial Officer. Other than this change, there have been were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 1 change

As a smaller reporting company, we are not required to include risk factors in this Quarterly Report. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are include any of the risks described in our Prospectus, our Annual Report on Form 10-K for the year ended December 31, 2025, and our definitive proxy statement filed with the SEC on October 7, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of Other than the date of this Quarterly Report, risk factors set forth in our definitive proxy statement filed with the SEC on October 7, 2026, there have been no material changes to the risk factors disclosed in our Prospectus and our Annual Report on Form 10-K for the year ended December 31, 2025.

Unregistered sales of stock 4 changes

On April 17, 2026, the Company issued an unsecured promissory note to the Sponsor in the principal amount of up to US$500,000 (the "Working Capital Note") partially evidencing the loans provided previously by the Sponsor and partially allowing the Sponsor to provide additional loans thereunder. The Working Capital Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier of the consummation of the Company's initial business combination and the Company's liquidation.

On April 24, 2026, the sponsor deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination. In connection with the extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of US$850,000 to the Sponsor (the "First Extension Note"). The First Extension Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company's initial business combination and the Company's liquidation.

On July 31, 2026, the Company issued an unsecured promissory note in the principal amount of $850,000 to the sponsor (the "Second Extension Note"), and on August 3, 2026, the sponsor deposited $850,000 into the trust account as a result of which, to extend the Company has until October Combination Deadline from July 25, 2026 to complete its initial business combination. In connection with the extension, October 25, 2026. On August 25, 2026, the Company issued an unsecured promissory note dated July 31, 2026, to the sponsor in the principal amount of US$850,000 up to the Sponsor $500,000 (the "Second Extension "Working Capital Note"). The Second Extension Neither note does not bear bears interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and the outstanding principal each is payable on the earlier of the consummation of the Company's initial business combination and the Company's liquidation. At the sponsor's option, amounts outstanding under each note may be converted into private placement units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, subject to the $3,000,000 limit on convertible Working Capital Loans. The notes were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.

There has been no material change in the planned use of the proceeds from the IPO and the private placements as described in the Prospectus. In October, 2026, $63,157,704 was paid from the trust account to holders of 5,725,962 public shares who redeemed their shares in connection with the Extension Meeting.

Other information 1 change

During the quarter ended September 30, 2026, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Exhibits 25 changes

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. on Form 10-Q.

1 unchanged paragraph

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 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2026)

3.1 Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Company, adopted October 19, 2026 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on October 22, 2026)

10.1 CFO Offer Letter, dated July 22, 2026, between the Company and Paul Strickland (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2026)

10.2 Form of Director Offer Letter (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2026)

10.3 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2026)

10.4 Promissory Note, dated July 31, 2026, issued by the Company to the sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 5, 2026)

10.5 Working Capital Note, dated August 25, 2026, issued by the Company to the sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 27, 2026)

10.6 Amendment No. 1 to the Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 22, 2026)

10.7 Promissory Note, dated April 23, 2026, issued by the Company to the sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2026)

10.8 Promissory Note, dated April 17, 2026, issued by the Company to the sponsor (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2026)

10.9 Sponsor Support Agreement, dated October 6, 2026, by and among the Company, Parent and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2026)

10.10 Parent Support Agreement, dated October 6, 2026, by and among the Company, Parent and the stockholders of Parent party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2026)

31.1* Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

3 unchanged paragraphs

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

1 unchanged paragraph

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

1 unchanged paragraph

101.LAB* Inline XBRL Taxonomy Extension Labels Label Linkbase Document

2 unchanged paragraphs

** Furnished herewith.

2 unchanged paragraphs

Date: August 6, November 5, 2026 By: /s/ Jung Min Lee

Chief Executive Officer (Principal Executive Officer)

(Principal Executive Officer)

Date: August 6, November 5, 2026 By: /s/ Paul Strickland

Chief Financial Officer

Chief Financial Officer (Principal Financial and Accounting Officer)