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Charlton Aria Acquisition Corporation Announces Receipt of Nasdaq Notice Regarding Delinquent Filing of Quarterly Report on Form 10-Q

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Charlton Aria Acquisition Corporation (Nasdaq: CHARR) received a Nasdaq notice for not timely filing its Form 10-Q for the quarter ended March 31, 2026, and remains delinquent on its Form 10-K for 2025. The notice does not immediately affect trading.

Nasdaq has given Charlton Aria until June 15, 2026, to file both reports or submit a compliance plan, with a possible extension to October 12, 2026, if the plan is accepted. The company intends to file the Form 10-K and Form 10-Q as soon as possible.

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Positive

  • Nasdaq allows Charlton Aria until June 15, 2026 to regain compliance or submit a plan
  • Potential 180-day extension to October 12, 2026 if Nasdaq accepts the company's compliance plan
  • The company states it intends to file the Form 10-K and Form 10-Q promptly

Negative

  • Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to late SEC filings
  • Both the 2025 Form 10-K and Q1 2026 Form 10-Q remain unfiled as of May 27, 2026
  • Need for a formal compliance plan and possible hearing adds regulatory uncertainty around listing status

News Market Reaction – CHARR

-13.12%
-13.12% Session close to close

In the May 28 session, CHARR declined 13.12%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -13.1% in the session following this news. A negative reaction despite this being ...
Analysis

The stock dropped -13.1% in the session following this news. A negative reaction despite this being primarily a procedural compliance update would fit the pattern of investors focusing on listing and reporting risk. The company now faces pressure to complete both Form 10-K and Form 10-Q filings or submit a plan by June 15, 2026, with a possible exception only through October 12, 2026. Earlier, a separate delinquency notice produced a 0% move, underscoring potentially inconsistent responses to similar news.

Key Figures

Quarter end: March 31, 2026 Fiscal year end: December 31, 2025 Compliance plan deadline: June 15, 2026 +3 more
6 metrics
Quarter end March 31, 2026 Period covered by delinquent Form 10-Q
Fiscal year end December 31, 2025 Period covered by delinquent Form 10-K
Compliance plan deadline June 15, 2026 Deadline to file reports or submit Nasdaq compliance plan
Potential exception length 180 calendar days Maximum exception period from Form 10-K due date
Extended compliance date October 12, 2026 Latest date to regain compliance if exception granted
Listing rule Nasdaq Rule 5250(c)(1) Rule governing timely filing of periodic reports

Historical Context

2 past events · Latest: Apr 27 (Positive)
Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Apr 27 Deadline extension Positive +154.9% Sponsor deposited funds to extend business combination deadline to July 25, 2026.
Apr 21 Nasdaq delinquency notice Negative +0.0% Nasdaq notice for failure to timely file Form 10-K for 2025 fiscal year.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent history shows a strong positive move on a business-combination extension, while Nasdaq delinquency notices have had limited immediate price impact.

Recent Company History

Over the past months, Charlton Aria Acquisition Corporation reported an extension of its business combination deadline, funded by a Sponsor deposit of $850,000, which lifted the deadline to July 25, 2026 and coincided with a 154.95% move the next day. Earlier, a Nasdaq notice about a delinquent Form 10-K filing produced a 0% 24-hour reaction. Today’s additional Nasdaq notice for a late Form 10-Q continues this pattern of compliance-related updates alongside prior deadline extensions.

Key Terms

form 10-q, form 10-k, nasdaq listing rule 5250(c)(1), nasdaq global market, +1 more
5 terms
form 10-q regulatory
"its failure to timely file its Quarterly Report on Form 10-Q for the period..."
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
form 10-k regulatory
"failure to timely file its Annual Report on Form 10-K for the fiscal year..."
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
nasdaq listing rule 5250(c)(1) regulatory
"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
nasdaq global market regulatory
"as required for continued listing on The Nasdaq Global Market."
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
hearings panel regulatory
"the Company may appeal that decision to a Hearings Panel."
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Wilmington, DE, May 27, 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 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 reported in a press release dated 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 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


FAQ

Why did Charlton Aria Acquisition (CHARR) receive a Nasdaq notice on May 27, 2026?

Charlton Aria received the Nasdaq notice for failing to timely file its Form 10-Q for March 31, 2026. According to the company, this noncompliance with Nasdaq Listing Rule 5250(c)(1) follows an earlier notice for its overdue 2025 Form 10-K annual report.

Does the Nasdaq delinquency notice immediately affect Charlton Aria (CHARR) stock trading?

The Nasdaq notice has no immediate effect on the listing or trading of Charlton Aria securities. According to the company, its shares remain listed on the Nasdaq Global Market while it works to file the delayed Form 10-K and Form 10-Q or submit a compliance plan.

What deadlines has Nasdaq given Charlton Aria (CHARR) to regain listing rule compliance?

Nasdaq has given Charlton Aria until June 15, 2026, to regain compliance or submit a plan. According to the company, it must file both the 2025 Form 10-K and Q1 2026 Form 10-Q by that date or present a detailed remediation plan.

How long an extension could Charlton Aria (CHARR) receive from Nasdaq to fix late filings?

If Nasdaq accepts Charlton Aria's compliance plan, the company may receive an extension until October 12, 2026. According to the company, this potential 180-day exception is measured from the original due date of the 2025 Form 10-K annual filing.

What is Charlton Aria Acquisition's plan to address its delinquent 10-K and 10-Q filings?

Charlton Aria states it intends to file the Form 10-K and Form 10-Q as promptly as possible. According to the company, if it cannot file by June 15, 2026, it plans to submit a formal compliance plan to Nasdaq for review.

Can Charlton Aria (CHARR) appeal if Nasdaq rejects its compliance plan for late filings?

If Nasdaq does not accept Charlton Aria's compliance plan, the company may appeal to a Hearings Panel. According to the company, this appeal process would follow a denial of its proposed plan to regain compliance with Listing Rule 5250(c)(1).