UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check
One): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR |
| |
|
| |
For
Period Ended: December 31, 2025
|
| |
|
| |
☐
Transition Report on Form 10-K |
| |
☐
Transition Report on Form 20-F |
| |
☐
Transition Report on Form 11-K |
| |
☐
Transition Report on Form 10-Q |
| |
☐
Transition Report on Form N-SAR |
| |
|
| |
For
the Transition Period Ended: ________________________ |
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
| Charlton
Aria Acquisition Corporation |
| Full
name of registrant: |
| Former
name if applicable: |
| |
| 221
W 9th St, #848 |
| Address
of principal executive office (Street and number): |
| |
| Wilmington,
Delaware, DE 19801 |
| City,
state and zip code |
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Charlton
Aria Acquisition Corporation (the “Company”) was unable to file its Annual Report on Form 10-K on a timely basis without
incurring undue hardship and expense, because the Company requires additional time to work internally to assemble certain information
to finalize the Form 10-K. The Company anticipates that it will file the Form 10-K no later than the fifteenth calendar day following
the prescribed filing date.
PART
IV -- OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| |
Jung
Min Lee, Chief Executive Officer |
|
+1 |
|
301-319-3177 |
| |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). |
| |
☒
Yes ☐ No |
| |
|
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
| |
☐
Yes ☒ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Charlton
Aria Acquisition Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
March 31, 2026 |
By |
/s/
Jung Min Lee |
| |
|
Jung
Min Lee |
| |
|
Chief
Executive Officer |
INSTRUCTION.
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).
