Charlton Aria Acquisition Files 8K - Entry Into -2

exceptions. Parent has also agreed to engage, and to cause KQC Korea to engage, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (the "PCAOB") and reasonably acceptable to the Company no later than 15 business days after the date of the Business Combination Agreement, to convert the historical financial statements of Parent and its subsidiaries from Korean generally accepted accounting principles to generally accepted accounting principles in the United States, and to deliver audited consolidated financial statements for each period required by Regulation S-X to be included in the Registration Statement, audited in accordance with the standards of the PCAOB, no later than November 30, 2026. Parent has further agreed to deliver such additional, updated or re-audited financial statements as are necessary in order that the Registration Statement contains financial statements satisfying the age requirements of Regulation S-X at the time the Registration Statement is declared effective including, if the Registration Statement has not been declared effective on or before February 14, 2027, to deliver audited.