Top leaders exit Charlton Aria Acquisition (CHAR) as CEO and director resign

Rhea-AI Filing Summary

Charlton Aria Acquisition Corporation disclosed that its Chairman, Chief Executive Officer and director, Robert W. Garner, resigned all his positions effective February 2, 2026. On February 4, 2026, director Mark Chaney also resigned from the board.

The company states that neither former director had any known disagreement with Charlton Aria on operations, policies, or practices. As of this report, Yuanmei Ma, Umesh Patel and Stephen Markscheid remain on the board, and Ms. Ma continues to serve as Chief Financial Officer. The board plans a broad search to fill the vacated leadership and board roles.

Positive

• None.

Negative

• Simultaneous leadership and board turnover: The immediate resignation of the Chairman/CEO/director and a separate director reduces board depth and creates near-term leadership uncertainty until replacements are appointed.

Insights

Corporate governance analyst

CHAR loses its CEO/Chair and a director, raising leadership continuity questions.

Charlton Aria Acquisition Corporation reports the immediate resignation of Chairman, CEO and director Robert W. Garner, followed two days later by director Mark Chaney. Both departures are described as free of known disagreements with the company’s operations, policies or practices.

The remaining board now consists of Yuanmei Ma, Umesh Patel and Stephen Markscheid, with Ms. Ma also continuing as CFO. Concentrating both finance leadership and interim continuity demands on a smaller group can strain governance structures in a special purpose vehicle.

The board indicates it is committed to a wide search to replace the CEO/Chair and the departing director. How quickly new leadership and board members are identified, and their backgrounds once disclosed in future filings, will help clarify the company’s strategic direction after these changes.

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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): February 5, 2026 (February 2, 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 9^th 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

On February 2, 2026, Mr. Robert W. Garner, then Chairman, CEO and director of Charlton Aria Acquisition Corporation (“CHAR” or the “Company”) notified the board of directors (the “Board”) of the Company, that he has decided to resign all the positions he held at the Company, effective immediately.

Thereafter, on February 4, 2026, Mr. Mark Chaney, a member of the Board, notified the Board, that he has decided to resign as a member of the Board, effective immediately.

Neither Mr. Garner or Mr. Chaney had no known disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As of the date hereof, Ms. Yuanmei Ma, Mr. Umesh Patel and Mr. Stephen Markscheid remain members of the Board, and Ms. Ma remains as the CFO of the Company. The Board is committed to conducting a wide search to fill the positions vacated by Mr. Garner and Mr. Chaney.

1

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/ Yuanmei Ma
	Name:	Yuanmei Ma
	Title:	Chief Financial Officer
Date: February 5, 2026

2

FAQ

What leadership changes did CHAR report in this 8-K filing?

Charlton Aria Acquisition Corporation reported that Chairman, CEO and director Robert W. Garner resigned all positions effective February 2, 2026, and director Mark Chaney resigned effective February 4, 2026. Both resignations were immediate and significantly alter the company’s leadership and board composition.

Did CHAR disclose any disagreements related to the director resignations?

The company states that neither Robert W. Garner nor Mark Chaney had any known disagreement with Charlton Aria Acquisition Corporation on matters related to operations, policies, or practices. This language indicates the departures are not being attributed to internal disputes in the disclosure.

Who remains on Charlton Aria Acquisition Corporation’s board after the resignations?

After the resignations, board members Yuanmei Ma, Umesh Patel and Stephen Markscheid continue to serve. The filing also notes that Ms. Ma remains as the company’s Chief Financial Officer, combining ongoing finance leadership with continued board participation during the transition.

What roles did Robert W. Garner hold at CHAR before resigning?

Robert W. Garner simultaneously served as Chairman, Chief Executive Officer and director of Charlton Aria Acquisition Corporation. The filing explains that on February 2, 2026, he decided to resign from all these positions, effective immediately, leaving a key leadership gap for the board to address.

How does CHAR plan to address the leadership vacancies created by these resignations?

The company indicates that its board is committed to conducting a wide search to fill the positions vacated by Robert W. Garner and Mark Chaney. This suggests an external or broad candidate review process to restore full board and executive leadership strength.

Does Yuanmei Ma retain an executive role at Charlton Aria Acquisition Corporation?

Yes. The filing specifies that Yuanmei Ma remains a member of the board and continues to serve as Chief Financial Officer. This provides continuity in the company’s financial leadership while the board seeks replacements for the departed Chairman/CEO and director.