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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):
May 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 22, 2026, Charlton
Aria Acquisition Corporation (the “Company”) received a letter (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq
Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for
the period ended March 31, 2026 (the “Form 10-Q”), as required for continued listing on The Nasdaq Global Market.
The Notice has no immediate effect on the listing or trading of the Company’s securities.
As disclosed in the Current
Report on Form 8-K filed by the Company on April 21, 2026, the Company previously received a letter from the Listing Qualifications Department
of Nasdaq on April 16, 2026, notifying the Company that it was not in compliance with the Rule as a result of its failure to timely file
its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required
for continued listing on The Nasdaq Global Market.
Nasdaq provided the Company
until June 15, 2026, to submit a plan to regain compliance with the Rule (the “Plan”) if the Company has not filed
Form 10-K and Form 10-Q by June 15, 2026. If Nasdaq accepts the Plan, the Company may be granted an exception of up to 180
calendar days from the Form 10-K’s due date, or until October 12, 2026, to regain compliance with the Rule. In the event the
Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.
The Company intends to
file the Form 10-K and Form 10-Q as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file
the Form 10-K and Form 10-Q by June 15, 2026, the Company intends to submit a compliance plan with Nasdaq.
Item 7.01. Regulation FD Disclosure.
On May 27, 2026, the Company issued a press release
disclosing its receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated May 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 27, 2026 |
|
|
Exhibit 99.1
Charlton Aria Acquisition Corporation Announces
Receipt of Nasdaq Notice Regarding Delinquent Filing of Quarterly Report on Form 10-Q
Wilmington, DE, May 27, 2026 (GLOBE
NEWSWIRE) -- Charlton Aria Acquisition Corporation (Nasdaq: CHARU), a Cayman Islands exempted company (the “Company”)
today announced that it has received a letter (the “Notice”) from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule
5250(c)(1) (the “Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for
the period ended March 31, 2026 (the “Form 10-Q”), as required for continued listing on The Nasdaq Global
Market. The Notice has no immediate effect on the listing or trading of the Company’s securities.
As reported in a press release dated April 21,
2026, the Company previously received a letter from the Listing Qualifications Department of Nasdaq on April 16, 2026, notifying the Company
that it was not in compliance with the Rule as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Market.
Nasdaq provided the Company until June 15, 2026,
to submit a plan to regain compliance with the Rule (the “Plan”) if the Company has not filed Form 10-K and Form 10-Q
by June 15, 2026. If Nasdaq accepts the Plan, the Company may be granted an exception of up to 180 calendar days from the Form 10-K’s
due date, or until October 12, 2026, to regain compliance with the Rule. In the event the Plan is not accepted by Nasdaq, the Company
may appeal that decision to a Hearings Panel.
The Company intends to
file the Form 10-K and Form 10-Q as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file
the Form 10-K and Form 10-Q by June 15, 2026, the Company intends to submit a plan with Nasdaq.
About Charlton Aria Acquisition Corporation
Charlton Aria Acquisition
Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose
of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry
or geographic region.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the
terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed
in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contact Information:
Charlton Aria
Acquisition Corp.
Mr. Jung Min Lee
Chairman, Chief Executive Officer, and Director
221 W 9th St #848
Wilmington, DE 19801
Email: jmlee@charltonaria.com
