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New CFO and two directors join Charlton Aria (Nasdaq: CHAR)

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of appointments July 22, 2026 Date when the new CFO and independent directors’ roles became effective
Board approval date July 24, 2026 Date the Board approved and ratified the officer and director appointments
Par value per Class A ordinary share $0.0001 Par value of Charlton Aria’s Class A ordinary shares listed on Nasdaq
Unit composition one Class A share and one Right Each unit consists of one Class A ordinary share and one Right
Right conversion ratio one-eighth of one Class A ordinary share Each whole Right entitles the holder to acquire one-eighth of one Class A ordinary share
independent director regulatory
"the appointment of Mr. Kyoung Tak Kim as an independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
audit committee financial
"Mr. Kyoung Tak Kim as an independent director of the Company and a member of the Board’s audit committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
compensation committee financial
"Mr. Wang Jo Cha as an independent director of the Company and a member of the Board’s compensation committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
indemnification agreement regulatory
"an indemnification agreement with each of Mr. Strickland, Mr. Kim, and Mr. Cha"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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

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FAQ

What change did Charlton Aria Acquisition (CHAR) make to its CFO position?

Charlton Aria appointed Paul Strickland as Chief Financial Officer and director, effective July 22, 2026. At the same time, Jung Min Lee ceased serving as acting CFO, while continuing as Chief Executive Officer and signing the report in that capacity.

Who are the new independent directors of Charlton Aria Acquisition (CHAR)?

The company added Kyoung Tak Kim and Wang Jo Cha as independent directors, effective July 22, 2026. Kim brings extensive audit and advisory experience, while Cha offers four decades in public finance administration, capital markets regulation, and exchange leadership roles in South Korea.

Which board committees will the new CHAR directors serve on?

Kyoung Tak Kim will serve on Charlton Aria’s audit committee, and Wang Jo Cha will serve on the compensation committee, both effective July 22, 2026. These appointments expand committee leadership with backgrounds in auditing, financial oversight, and capital markets operations.

What experience does new CFO Paul Strickland bring to CHAR?

Paul Strickland brings nearly three decades of international business experience across finance, entertainment, private equity, agriculture, mining, manufacturing, and technology. He leads Selkirk Global Holdings and has held numerous officer and director roles at small public companies, focusing on restructuring and corporate governance.
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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): July 28, 2026 (July 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 9th 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

 

Appointment of Chief Financial Officer and Independent Directors

 

On July 24, 2026, the Board of Charlton Aria Acquisition Corporation (the “Company”) approved and ratified: (i) the appointment of Mr. Paul Strickland as the Company’s Chief Financial Officer and a director of the Company, effective July 22, 2026, (ii) the appointment of Mr. Kyoung Tak Kim as an independent director of the Company and a member of the Board’s audit committee, effective July 22, 2026, and (iii) the appointment of Mr. Wang Jo Cha as an independent director of the Company and a member of the Board’s compensation committee, effective July 22, 2026. Accordingly, Mr. Jung Min Lee ceased to serve as the acting Chief Financial Officer of the Company, effective July 22, 2026.

 

In connection with the appointments, the Company entered into a CFO offer letter with Mr. Strickland, a director offer letter with each of Mr. Kim and Mr. Cha, and an indemnification agreement with each of Mr. Strickland, Mr. Kim, and Mr. Cha.

 

Mr. Paul Strickland has nearly three decades of international business experience across the finance, entertainment, private equity, agriculture, mining, manufacturing, and technology sectors. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings, Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors, focusing on restructuring activities and corporate governance issues. He served as secretary and director of Supurva Healthcare Group, Inc. from 2017 to 2024. He has served as secretary and director of Hallmark Venture Group, Inc. from 2020 to present, secretary and director of VG Life Sciences, Inc. from 2017 to 2026, secretary and director of Jammin Java Corp from 2017 to present, secretary and director of High Performance Beverages Co. from 2017 to 2023, secretary and director of Humble Energy, Inc. from 2020 to 2024, secretary and director of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May 2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the sole director and officer of iTOKK, Inc. In September 2024, Mr. Strickland became the Court-appointed Receiver of Global Tech Industries Group, Inc., a position he still currently holds. In March of 2025, Mr. Strickland became the sole director and officer of EVIO, Inc. In October of 2025, he became a Director and Secretary of QuantGates Systems, Inc. until April 2026. Education: He received his Bachelor's Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget Sound in 1998. He is fluent in Mandarin Chinese.

 

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Mr. Kyoung Tak Kim has over 18 years of experience in public accounting, auditing, and accounting advisory services. From 2007 to 2021, he served as a Senior Manager at KPMG LLP, where he provided U.S. GAAP and IFRS audit services, assurance services, and accounting advisory services for public and private companies in the United States and South Korea. Since 2022, he has served as a Partner of LEK Partners LLC and Service Area Leader for the firm's Audit and Assurance practice, where he performs financial statement audits and provides accounting advisory services to public and private companies in the United States and South Korea. Mr. Kim is a licensed Certified Public Accountant in New York, New Jersey, Georgia, and South Korea and is a member of the American Institute of Certified Public Accountants (AICPA) and the Korean Institute of Certified Public Accountants (KICPA). Mr. Kim received a Bachelor of Science in Accounting from Chosun University in South Korea.

 

Mr. Wang Jo Cha has four decades of experience in public finance administration, capital markets regulation, and exchange operations in South Korea. From July 2021 to June 2025, he served as an Advisor to CNPLUS Co., Ltd., where he provided securities exchange and financial advisory services, and since December 2025, he has served as Senior Advisor to Giant Chemical Co., Ltd. Prior to these roles, Mr. Cha served with the Ministry of Strategy and Finance of South Korea (formerly the Ministry of Finance and Economy), where he held positions including Deputy Director of the Tax & Policy Bureau and Director of the Human Resources and Operations Team. He subsequently led the task force responsible for the establishment of the Korea Exchange (KRX) and later held senior executive positions at KRX and its technology affiliate, KOSCOM, including Executive Managing Director of the KOSPI Market, Executive Managing Director of Management Support, and Executive Managing Director of KOSCOM. Following his exchange career, he served as a Consulting Advisor at Deloitte Anjin Korea and Korea Representative of Logical Standard (N.Y.). Mr. Cha has also served as an outside director of Woori Financial Group, Hyundai Savings Bank, and Korea Technology Finance Corporation (KIBO), and previously served as Chief Executive Officer of Ace-biomed Co., Ltd. and Vice President of CN Plus Co., Ltd. Mr. Cha received a Bachelor of Laws from Dong-A University.

 

Other than as disclosed herein, none of Mr. Strickland, Mr. Kim, or Mr. Cha holds any position with the Company or has any family relationship with any director or executive officer of the Company, and there are no transactions involving any of Mr. Strickland, Mr. Kim, or Mr. Cha that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Copies of the CFO offer letter with Mr. Strickland, the form of director offer letter, and the form of indemnification agreement are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K. The foregoing descriptions of the offer letters and indemnification agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the applicable offer letter and indemnification agreement.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   CFO Offer Letter, entered into by and between the Company and Mr. Paul Strickland on July 22, 2026
10.2   Form of Director Offer Letter
10.3   Form of Indemnification Agreement

 

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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: July 28, 2026    

 

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Filing Exhibits & Attachments

7 documents