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The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of Class A ordinary shares of Charlton Aria Acquisition Corp. This amended Schedule 13G shows beneficial ownership of 388,670 Class A shares, representing 4.5% of the class.
Both entities report shared voting and dispositive power over all 388,670 shares and no sole voting or dispositive power. The filing is made on a joint basis under a joint filing agreement, with Goldman Sachs & Co. LLC identified as a subsidiary of The Goldman Sachs Group, Inc.
Charlton Aria Acquisition Corporation, a Cayman Islands SPAC, reported June 30, 2026 assets of $91,941,503, including $91,885,042 of cash and investments in its trust account and $56,461 of current operating assets.
For the three and six months ended June 30, 2026, it recorded net income of $567,766 and $1,267,638, driven mainly by interest and dividends on the trust account of $804,029 and $1,590,509, partly offset by formation and operating costs of $236,263 and $322,872.
The company held only $7,194 of cash outside the trust and had a working capital deficit of $1,358,088, supported by $1,235,558 of non‑interest‑bearing Working Capital Loans from its sponsor, including $850,000 deposited for an initial extension. A further $850,000 was deposited on August 3, 2026, moving the current business combination deadline to October 25, 2026. Management states that the limited liquidity, reliance on sponsor financing, and risk of not completing a business combination by this Combination Deadline raise substantial doubt about the company’s ability to continue as a going concern.
Charlton Aria Acquisition Corporation obtained a second three-month extension to complete an initial business combination after its sponsor, ST Sponsor II Limited, deposited $850,000 into the SPAC’s trust account on August 3, 2026, moving the deadline from July 25, 2026 to October 25, 2026.
In connection with this deposit, the company issued an unsecured, non-interest-bearing promissory note for $850,000 to the sponsor, payable at the earlier of a business combination or liquidation. At the sponsor’s option, the note may be converted into private units at $10.00 per unit, subject to a $3,000,000 aggregate cap on convertible sponsor notes and transfer restrictions until completion of a business combination.
Charlton Aria Acquisition Corporation appointed Paul Strickland as Chief Financial Officer and a director, effective July 22, 2026, with Board approval on July 24, 2026. On the same effective date, the Board named Kyoung Tak Kim and Wang Jo Cha as independent directors. As a result, Jung Min Lee ceased serving as acting Chief Financial Officer on July 22, 2026.
Kim joins the Board’s audit committee, bringing over 18 years of public accounting and audit experience, while Cha joins the compensation committee after four decades in public finance administration and capital markets regulation. The company entered into offer letters and indemnification agreements with the new appointees.
Charlton Aria Acquisition Corporation has regained compliance with Nasdaq’s reporting requirements after clearing earlier filing delays. The company was previously notified on April 16, 2026 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Form 10-K for the year ended December 31, 2025 and later its Form 10-Q for the quarter ended March 31, 2026. The Form 10-K was filed on May 28, 2026 and the Form 10-Q was filed on June 17, 2026. On June 23, 2026, Nasdaq informed the company that, based on the Form 10-Q filing, it now complies with the rule and the matter is closed.
Charlton Aria Acquisition Corporation, a blank check SPAC, reported net income of $699,872 for the quarter ended March 31, 2026, driven by $786,480 of interest and dividends on the $90,231,013 held in its trust account. Operating costs were modest at $86,609, and the trust balance supports the redemption value of 8,500,000 Class A shares.
Outside the trust, liquidity is tight, with cash of $4,597 and a working capital deficit of $271,825, partially funded by $142,881 of sponsor working capital loans. Management discloses substantial doubt about the company’s ability to continue as a going concern, noting it must complete a business combination by July 25, 2026 (after an $850,000 sponsor deposit to extend the deadline) or liquidate.
The SPAC changed leadership, with former CEO and CFO resignations and the appointment of Jung Min Lee as CEO and acting CFO. Disclosure controls and procedures were concluded to be not effective, and there is a $1,700,000 deferred underwriting fee contingent on completing a business combination.
Charlton Aria Acquisition Corporation filed its annual report as a blank check SPAC with no operating business and assets primarily in a trust account. The company reported 2025 net income of $2,982,042, driven mainly by $3,574,409 of dividends on trust investments, while still incurring formation and operating costs.
The SPAC raised $85,212,500 into its trust through its IPO, private placements and over-allotment, and had only $5,135 of cash outside the trust with a working capital deficit of $185,217 at year-end. Management discloses substantial doubt about the company’s ability to continue as a going concern if no business combination is completed.
The sponsor changed control in 2025 and deposited $850,000 to extend the business combination deadline to July 25, 2026, after which public shares will be redeemed if no deal closes. The company also received Nasdaq delinquency notices for late 10-K and 10-Q filings and is pursuing a compliance plan, while operating with identified material weaknesses in internal control over financial reporting.
Charlton Aria Acquisition Corporation reported that Nasdaq has notified it of noncompliance with Nasdaq Listing Rule 5250(c)(1) because the company did not timely file its Form 10‑Q for the quarter ended March 31, 2026. The company had already been cited for late filing of its Form 10‑K for the year ended December 31, 2025.
Nasdaq has given Charlton Aria until June 15, 2026 to either file both the Form 10‑K and Form 10‑Q or submit a plan to regain compliance. If Nasdaq accepts this plan, the company could receive up to 180 days from the Form 10‑K due date, through October 12, 2026, to cure the deficiency. The notice does not immediately affect the listing or trading of its securities, and the company states it intends to file the missing reports as promptly as possible.
Charlton Aria Acquisition Corporation notified the SEC under Rule 12b-25 that it could not timely file its quarterly report on Form 10-Q for the period ended March 31, 2026. The company states it needs additional time to assemble information and expects to file no later than the fifth calendar day following the prescribed due date. The notification is signed by CEO Jung Min Lee on May 15, 2026.
CHARLTON ARIA ACQUISITION CORPORATION — a Schedule 13G disclosure by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC reporting shared voting and dispositive power over 449,832 shares of Class A ordinary shares, representing 5.1% of the class. The filing is a joint statement documenting ownership attribution through Goldman Sachs reporting units and a broker/dealer subsidiary; it includes a joint filing agreement and exhibits identifying the subsidiary that holds the reported position.