8-K
Charlton Aria Acquisition Corp (CHAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2026
| CHARLTON ARIA ACQUISITION CORPORATION | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Cayman Islands | 001-42386 | N/A |
| --- | --- | --- |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) |
221W 9^th^ St #848
Wilmington, DE 19801
(Address of principal executive offices)
909-214-2482
( Registrant’s telephone number, including area code)
Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, 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 |
| Class A ordinary shares, par value $0.0001 per share | CHAR | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-eighth of one Class A ordinary share | CHARR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure toSatisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 16, 2026, Charlton Aria Acquisition Corporation (the “ Company ”) received a letter (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Market. The Notice has no immediate effect on the listing or trading of the Company’s securities.
Nasdaq provided the Company 60 days, or until June 15, 2026, to submit a plan to regain compliance with the Rule (the “Plan”) if the Company has not filed Form 10-K by June 15, 2026. If Nasdaq accepts the Plan, the Company may be granted an exception of up to 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, to regain compliance with the Rule. In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.
The Company intends to file the Form 10-K as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file the Form 10-K by June 15, 2026, the Company intends to submit a compliance plan with Nasdaq.
Item 7.01. Regulation FD Disclosure.
On April 21, 2026, the Company issued a press release disclosing its receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated April 21, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: April 21, 2026 |
2
Exhibit 99.1
Charlton Aria Acquisition Corporation AnnouncesReceipt of Nasdaq Notice Regarding Delinquent Filing of Annual Report on Form 10-K
Wilmington, DE, April 21, 2026 (GLOBE NEWSWIRE) -- Charlton Aria Acquisition Corporation (Nasdaq: CHARU), a Cayman Islands exempted company (the “Company”) today announced that it has received a letter (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Market. The Notice has no immediate effect on the listing or trading of the Company’s securities.
Nasdaq provided the Company 60 days, or until June 15, 2026, to submit a plan to regain compliance with the Rule (the “Plan”) if the Company has not filed Form 10-K by June 15, 2026. If Nasdaq accepts the Plan, the Company may be granted an exception of up to 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, to regain compliance with the Rule. In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.
The Company intends to file the Form 10-K as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file the Form 10-K by June 15, 2026, the Company intends to submit a plan with Nasdaq.
About Charlton Aria Acquisition Corporation
Charlton Aria Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact Information:
Charlton Aria Acquisition Corp.
Mr. Jung Min Lee
Chairman, Chief Executive Officer, and Director
221 W 9th St #848
Wilmington, DE 19801
Email: jmlee@charltonaria.com