Charlton Aria Acquisition Corp

false 0002024459 00-0000000 0002024459 2026-05-22 2026-05-22 0002024459 CHAR:UnitsConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToAcquireOneeighthOfOneClassOrdinaryShareMember 2026-05-22 2026-05-22 0002024459 CHAR:ClassOrdinarySharesParValue0.0001PerShareMember 2026-05-22 2026-05-22 0002024459 CHAR:RightsEachWholeRightToAcquireOneeighthOfOneClassOrdinaryShareMember 2026-05-22 2026-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 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) 221 W 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 to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “ Form 10-Q ”), 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. As disclosed in the Current Report on Form 8-K filed by the Company on April 21, 2026, the Company previously received a letter from the Listing Qualifications Department of Nasdaq on April 16, 2026, notifying the Company that it was not in compliance with 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. Nasdaq provided the Company 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 and Form 10-Q 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 and Form 10-Q as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file the Form 10-K and Form 10-Q by June 15, 2026, the Company intends to submit a compliance plan with Nasdaq. Item 7.01. Regulation FD Disclosure. On May 27, 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 May 27, 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: May 27, 2026 2