Charlton Aria (NASDAQ: CHAR) delays Q1 2026 10-Q, files 12b-25 notice

Rhea-AI Filing Summary

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.

Key Figures

Period Ended: March 31, 2026 Expected Filing Window: fifth calendar day Notice Date: May 15, 2026 +1 more

4 metrics

Period Ended March 31, 2026 Form 10-Q period end

Expected Filing Window fifth calendar day per Rule 12b-25 relief for quarterly reports

Notice Date May 15, 2026 date notification was signed

Contact Phone +1 301-319-3177 CEO contact provided in filing

Key Terms

Rule 12b-25, Form 10-Q, fifth calendar day, undue hardship and expense

4 terms

Rule 12b-25 regulatory

"could not be filed without unreasonable effort or expense"

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.

Form 10-Q financial

"quarterly report on Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

fifth calendar day regulatory

"file its quarterly report on Form 10-Q no later than the fifth calendar day"

undue hardship and expense other

"could not file on a timely basis without incurring undue hardship and expense"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐ Form10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended: March 31, 2026

☐ 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)

221 W 9th St, #848

Wilmington, Delaware, DE 19801

Address of Principal Executive Office (Street and Number)

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, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach Extra Sheets if Needed)

Charlton Aria Acquisition Corporation (the “Company”) was unable to file its quarterly report on Form 10-Q for the period ended March 31, 2026 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-Q. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file its quarterly report on Form 10-Q no later than the fifth calendar day following the prescribed filing date.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact 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 reports) been filed? If answer is no, identify report(s). ☐  Yes    ☒  No   The Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2025.

(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: May 15, 2026	By:	/s/ Jung Min Lee
	Name:	Jung Min Lee
	Title:	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 for Q1 2026?

The company says it needs additional time to assemble certain information to finalize the Form 10-Q. The notification cites undue hardship and expense if filed on time and requests relief under Rule 12b-25.

When does CHAR expect to file the delayed Form 10-Q for March 31, 2026?

Charlton Aria states it endeavors to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, per the Rule 12b-25 relief it invoked on May 15, 2026.

Who signed Charlton Aria's Form 12b-25 notification?

The notification is signed by Jung Min Lee, Chief Executive Officer, and includes a contact telephone number. The signature block is dated May 15, 2026 in the filing excerpt.

Does the 12b-25 filing indicate material changes to CHAR's results?

The form asks whether a significant change in results is anticipated and the checkbox in the provided excerpt is unchecked. No quantitative change in results is disclosed in the excerpt.

What does Rule 12b-25 relief permit Charlton Aria to do?

Under Rule 12b-25(b), the company may request relief to file late without penalty and state an expected filing date. Charlton Aria invoked that rule and cited the need for additional internal assembly of information.