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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.
W. R. Berkley Corporation filed an amended Schedule 13G reporting beneficial ownership of 878,975 Class A ordinary shares of Charlton Aria Acquisition Corporation (CUSIP G9877L107), representing 9.9% of the class. The filing shows shared voting and shared dispositive power over those shares, and is signed by Richard M. Baio on 05/07/2026.
Charlton Aria Acquisition Corporation extended the deadline to complete its initial business combination to July 25, 2026 after its sponsor, ST Sponsor II Limited, deposited $850,000 into the trust account on April 24, 2026. Under its governing documents, the company previously had until April 25, 2026 to close a deal, with up to two three‑month extensions available if the sponsor deposits $850,000 for each extension, for a total of $1,700,000.
To fund the latest extension, the company issued an unsecured, non‑interest‑bearing Extension Note for $850,000 to the sponsor, repayable on the earlier of a business combination or liquidation, with default interest at the prevailing short‑term U.S. Treasury Bill rate. It also issued a separate unsecured Working Capital Note of up to $500,000, partially reflecting about $263,681.50 of prior sponsor advances and allowing additional loans on similar terms. Units issuable upon conversion of these notes will be restricted from transfer until completion of a business combination and will have registration rights.
Charlton Aria Acquisition Corporation reported that Nasdaq has notified the company it is not in compliance with Listing Rule 5250(c)(1) because it did not file its Form 10-K for the year ended December 31, 2025 on time.
The notice does not immediately affect the listing or trading of the company’s units, Class A ordinary shares, or rights on The Nasdaq Stock Market. Charlton Aria has until June 15, 2026 to file the Form 10-K or submit a plan to regain compliance, and Nasdaq may grant an extension to October 12, 2026 if it accepts that plan.
The company states that it intends to file the Form 10-K as promptly as possible and, if it cannot do so by June 15, 2026, it plans to submit a compliance plan to Nasdaq.
Charlton Aria Acquisition Corporation notified the SEC that it could not timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company states it needs additional time to assemble information and anticipates filing no later than the fifteenth calendar day following the prescribed filing date.
The notification was signed by Jung Min Lee, Chief Executive Officer, on March 31, 2026.