Charlton Aria (CHAR) files 12b-25 notifying late Form 10-K; expects filing within 15 days

Rhea-AI Filing Summary

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.

Key Figures

Fiscal period end: December 31, 2025 Extension window: fifteenth calendar day Notification date: March 31, 2026 +2 more

5 metrics

Fiscal period end December 31, 2025 Form 10-K period end

Extension window fifteenth calendar day May be filed no later than the fifteenth calendar day following the prescribed filing date

Notification date March 31, 2026 Date the Form 12b-25 was signed

Company phone 301-319-3177 Contact listed for Charlton Aria CEO

Registered address 221 W 9th St, #848, Wilmington, Delaware, DE 19801 Principal executive office address

Key Terms

Rule 12b-25, prescribed filing date, Form 10-K

3 terms

Rule 12b-25 regulatory

"The reasons described in reasonable detail in Part III of this form could not be eliminated"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

prescribed filing date regulatory

"no later than the fifteenth calendar day following the prescribed filing date"

Form 10-K regulatory

"Annual Report on Form 10-K on a timely basis"

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.

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.

2

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).

3

FAQ

Why did Charlton Aria (CHAR) file a Form 12b-25?

They filed because the company could not complete its Form 10-K on time and requires more internal time to assemble information. The notice states the delay relates to internal work needed to finalize the Annual Report for the period ended December 31, 2025.

When does CHAR expect to file the late Form 10-K?

Charlton Aria expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. The Form 12b-25 explicitly uses the phrase "no later than the fifteenth calendar day following the prescribed filing date."

Who signed the Form 12b-25 for CHAR and when?

The notification was signed by Jung Min Lee, Chief Executive Officer, on March 31, 2026. The signature block in the filing shows Lee signed on behalf of Charlton Aria Acquisition Corporation.

Does the Form 12b-25 say other periodic reports are missing for CHAR?

No. The filing answers "Yes" to having filed all other periodic reports required under Section 13 or 15(d) in the preceding 12 months. The form includes that direct affirmative response.

Will the late filing indicate a significant change in CHAR's results of operations?

The filing indicates neither anticipated significant changes nor attaches an explanation of changes in results. The checkbox question about significant change is present, but no narrative quantitative change is provided.