Charlton Aria Acquisition Corp
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
CHAR$10.97+0.1%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-086235
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001213900-26-116231
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 68 current paragraphs.
39 unchanged; 17 reworded; 12 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Proposed Business Combination
Current report
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.
Current report
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.
Current report
For the three months ended September 30, 2026, we had a net income of $138,124, which consisted of interest and dividends earned on investments held in trust account of $844,588, which was partially offset by formation and operating costs of $706,464.
Current report
For the three months ended September 30, 2025, we had a net income of $806,989, which consisted of interest and dividends earned on investments held in trust account of $915,972 and interest income of $94, which was partially offset by formation and operating costs of $109,077.
Current report
For the nine months ended September 30, 2025, we had a net income of $2,316,270, which consisted of interest and dividends earned on investments held in trust account of $2,719,802 and interest income of $3,177, which was partially offset by formation and operating costs of $406,709.
Current report
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.
Current report
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.
Removed paragraphs (3)
Previous report
For the three months ended June 30, 2026, we had a net income of $567,766, which consisted of interest and dividends earned on investments held in trust account of $804,029, which was partially offset by formation and operating costs of $236,263.
Previous report
For the three months ended June 30, 2025, we had a net income of $778,024, which consisted of interest and dividends earned on investments held in trust account of $904,628 and interest income of $776, which was partially offset by formation and operating costs of $127,380.
Previous report
For the six months ended June 30, 2025, we had a net income of $1,509,281, which consisted of interest and dividends earned on investments held in trust account of $1,803,830 and interest income of $3,083, which was partially offset by formation and operating costs of $297,632.
Reworded paragraphs (17)
Previous wording
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 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.
Current wording
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.
Previous wording
The underwriters have been 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.
Current wording
The underwriters 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.
Previous wording
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 since inception from incurring 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.
Current wording
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 incurred formation and operating costs since inception. 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.
Previous wording
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 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.
Current wording
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.
Previous wording
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 (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.
Current wording
On April 24, 2026, the Sponsor deposited $850,000 into the trust account, as a result of which, the Company 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.
Previous wording
On August 3, 2026, the Sponsor deposited $850,000 into the trust account, as a result of which, the Company has 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.
Current wording
On August 3, 2026, the Sponsor deposited $850,000 into the trust account, as a result of which, the Company 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.
Previous wording
For the six months ended June 30, 2026, we had a net income of $1,267,638, which consisted of interest and dividends earned on investments held in trust account of $1,590,509 and interest income of $1, which was partially offset by formation and operating costs of $322,872.
Current wording
For the nine months ended September 30, 2026, we had a net income of $1,405,762, which consisted of interest and dividends earned on investments held in trust account of $2,435,097 and interest income of $1, which was partially offset by formation and operating costs of $1,029,336.
Previous wording
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.
Current wording
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.
Previous wording
As of June 30, 2026, the Company had cash of $7,194 and working capital deficit of $1,358,088. 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. In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by October 25, 2026, unless further extended, 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.
Current wording
As of September 30, 2026, the Company had cash of $30,962 and working capital deficit of $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 by the Combination Deadline, which may be extended month to month to as late as October 25, 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.
Previous wording
For the six months ended June 30, 2026, there was $282,618 of cash used in operating activities resulting from interest and dividend earned on investments held in trust account of $1,590,509, the increase in prepaid expenses of $41,111, and the decrease in due to related parties of $40,040. The changes were offset by net income of $1,267,638, and the increase in accounts payable and accrued expenses of $121,404.
Current wording
For the nine months ended September 30, 2026, there was $555,171 of cash used in operating activities resulting from interest and dividend earned on investments held in trust account of $2,435,097, the increase in prepaid expenses of $19,166, and the decrease in due to related parties of $10,927. The changes were offset by net income of $1,405,762, and the increase in accounts payable and accrued expenses of $504,257.
Previous wording
For the six months ended June 30, 2025, there was $398,788 of cash used in operating activities resulting from interest and dividend earned on investments held in trust account of $1,803,830, the increase in prepaid expenses of $60,547, the decrease in accounts payable and accrued expenses of $31,192, and the decrease in due to related parties of $12,500. The changes were offset by net income of $1,509,281.
Current wording
For the nine months ended September 30, 2025, there was $436,644 of cash used in operating activities resulting from dividend earned on investments held in trust account of $2,719,802, the increase in prepaid expenses of $27,840, and the decrease in accounts payable and accrued expenses of $17,772. The changes were partially offset by net income of $2,316,270 and the increase in due to related parties of $12,500.
Previous wording
For the six months ended June 30, 2026, there was $850,000 of cash used in investing activities resulting from extension fee deposited into trust account of $850,000.
Current wording
For the nine months ended September 30, 2026, there was $1,700,000 of cash used in investing activities resulting from extension fee deposited into trust account of $1,700,000.
Previous wording
For the six months ended June 30, 2025, there were no investing activities.
Current wording
For the nine months ended September 30, 2025, there were no investing activities.
Previous wording
For the six months ended June 30, 2026, there was $1,134,677 of cash provided by financing activities resulting from proceeds from working capital loan from a related party of $1,134,677.
Current wording
For the nine months ended September 30, 2026, there was $2,280,998 of cash provided by financing activities resulting from proceeds from working capital loan from a related party of $2,280,998, consisting of $1,700,000 of extension loans and $580,998 of loans to fund our working capital needs.
Previous wording
For the six months ended June 30, 2025, there were no financing activities.
Current wording
For the nine months ended September 30, 2025, there were no financing activities.
Previous wording
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 30, 2026 and December 31, 2025, the Company had borrowings of $1,235,558 and $100,881 under the Working Capital Loans, respectively.
Current wording
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 September 30, 2026 and December 31, 2025, the Company had borrowings of $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.
Previous wording
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 the Combination Deadline by October 25, 2026, unless further extended, 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.
Current wording
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 by the Combination Deadline, which may be extended month to month to as late as October 25, 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.