Every 8-K that Charlton Aria Acquisition Corporation Units (CHARU) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CHARU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CHARU filings page.
Charlton Aria Acquisition Corp. disclosed that its audit committee did not satisfy Nasdaq’s requirement for at least three members meeting independence criteria from at least August 25, 2026. The company said it believes it regained compliance on October 22, 2026.
Director Kyoung Tak Kim, a partner of Leading Edge Advisory Inc. (LEA), served on the audit committee while the company paid LEA a $30,000 invoice under an accounting consulting agreement. The agreement and invoice predated Kim’s board appointment; the company paid the invoice in full on August 25. The board then removed Kim from the audit committee and appointed Wang Jo Cha, while appointing Kim to the compensation committee. Kim remains a director. The company said its units, Class A ordinary shares and rights continue to trade on Nasdaq.
Charlton Aria Acquisition Corp. shareholders approved extending the deadline to complete a business combination from October 25, 2026 to October 25, 2027, in up to twelve one-month extensions, assuming a business combination has not occurred. The company amended its charter and trust agreement to allow the extensions.
Each extension requires a deposit into the trust account by the Sponsor or one or more affiliates or designees of $0.03 per public share remaining outstanding after redemptions, capped at $60,000 per one-month extension. As of October 15, 2026, holders had exercised and not reversed redemption rights for 5,725,962 public shares, at approximately $11.03 per share redeemed.
ST Sponsor II Limited converted 1,464,999 Class B ordinary shares into 1,464,999 Class A ordinary shares; the converted shares are not entitled to trust-account distributions. After the conversion and meeting, the company had 4,579,037 Class A ordinary shares outstanding. The extension and trust amendment each received 7,721,514 votes for and 199,595 against.
Charlton Aria Acquisition Corp. (CHAR) furnished an investor presentation and webcast script on its proposed combination with KQC Quantum, Inc., under an agreement entered October 6, 2026. The agreement sets KQC Parent’s pre-money equity valuation at US$80 million; CHAR Class A shareholders would receive one KQC Parent common share per share, and each CHAR right would convert into one-eighth of a KQC Parent common share.
Assuming no redemptions, KQC fully diluted holders are projected to own 37.1% of the combined company and all other holders 62.9%. Up to 1,500,000 earnout shares may be issued to KQC legacy holders in three tranches at $12.50, $15.00 and $20.00. CHAR’s trust held approximately US$93.5 million as of September 25, 2026, but that balance is not cash to KQC. The US$30 million minimum cash condition is measured at closing; cash available depends on redemptions, financing and expenses.
The parties currently expect closing by June 30, 2027, subject to shareholder approvals, an effective registration statement, Nasdaq listing approval and other conditions. KQC says its financial statements have not yet been audited under PCAOB standards and may change materially.
Charlton Aria Acquisition Corporation (CHAR) entered into an agreement on October 6, 2026, for KQC Quantum, Inc. to acquire it through a merger in which CHAR would survive as KQC’s wholly owned subsidiary. The agreement sets an $80 million Equity Value; KQC’s announcement describes the transaction as an approximately $80 million pre-money valuation at $11.00 per share. CHAR Class A holders are to receive one KQC share per share, and each CHAR right is to convert into one-eighth of a KQC share. The agreement says the per-share consideration is expected to equal one share after a required recapitalization.
Closing is expected in the first half of 2027 and depends on CHAR shareholder approval, an effective Form S-4, Nasdaq listing approval and other conditions, including at least $30 million in cash after redemptions and any private-placement proceeds. CHAR’s trust held approximately $93.5 million as of September 25, 2026; cash at closing depends on redemptions. CHAR intends to seek an extension of its October 25, 2026 business-combination deadline. KQC legacy holders may earn up to 1.5 million additional shares through three price-triggered tranches during the five years after closing.
Charlton Aria Acquisition Corp (CHAR) entered into a new working capital financing arrangement with its sponsor, ST Sponsor II Limited. On August 25, 2026, the company issued an unsecured Working Capital Note allowing the sponsor to lend up to US$500,000 for working capital. The note bears no interest except default interest at the prevailing short-term U.S. Treasury Bill rate and is payable on the earlier of the company’s initial business combination or its liquidation. At the sponsor’s option, amounts under the note may be converted into private units, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, at a $10.00 per unit conversion price, subject to an aggregate cap of $3,000,000 in convertible sponsor notes under the prospectus. Any units issued on conversion will be restricted from transfer, with limited exceptions, until completion of the initial business combination and will have registration rights.
Charlton Aria Acquisition Corporation obtained a second three-month extension to complete an initial business combination after its sponsor, ST Sponsor II Limited, deposited $850,000 into the SPAC’s trust account on August 3, 2026, moving the deadline from July 25, 2026 to October 25, 2026.
In connection with this deposit, the company issued an unsecured, non-interest-bearing promissory note for $850,000 to the sponsor, payable at the earlier of a business combination or liquidation. At the sponsor’s option, the note may be converted into private units at $10.00 per unit, subject to a $3,000,000 aggregate cap on convertible sponsor notes and transfer restrictions until completion of a business combination.
Charlton Aria Acquisition Corporation appointed Paul Strickland as Chief Financial Officer and a director, effective July 22, 2026, with Board approval on July 24, 2026. On the same effective date, the Board named Kyoung Tak Kim and Wang Jo Cha as independent directors. As a result, Jung Min Lee ceased serving as acting Chief Financial Officer on July 22, 2026.
Kim joins the Board’s audit committee, bringing over 18 years of public accounting and audit experience, while Cha joins the compensation committee after four decades in public finance administration and capital markets regulation. The company entered into offer letters and indemnification agreements with the new appointees.
Charlton Aria Acquisition Corporation has regained compliance with Nasdaq’s reporting requirements after clearing earlier filing delays. The company was previously notified on April 16, 2026 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Form 10-K for the year ended December 31, 2025 and later its Form 10-Q for the quarter ended March 31, 2026. The Form 10-K was filed on May 28, 2026 and the Form 10-Q was filed on June 17, 2026. On June 23, 2026, Nasdaq informed the company that, based on the Form 10-Q filing, it now complies with the rule and the matter is closed.
Charlton Aria Acquisition Corporation reported that Nasdaq has notified it of noncompliance with Nasdaq Listing Rule 5250(c)(1) because the company did not timely file its Form 10‑Q for the quarter ended March 31, 2026. The company had already been cited for late filing of its Form 10‑K for the year ended December 31, 2025.
Nasdaq has given Charlton Aria until June 15, 2026 to either file both the Form 10‑K and Form 10‑Q or submit a plan to regain compliance. If Nasdaq accepts this plan, the company could receive up to 180 days from the Form 10‑K due date, through October 12, 2026, to cure the deficiency. The notice does not immediately affect the listing or trading of its securities, and the company states it intends to file the missing reports as promptly as possible.
Charlton Aria Acquisition Corporation extended the deadline to complete its initial business combination to July 25, 2026 after its sponsor, ST Sponsor II Limited, deposited $850,000 into the trust account on April 24, 2026. Under its governing documents, the company previously had until April 25, 2026 to close a deal, with up to two three‑month extensions available if the sponsor deposits $850,000 for each extension, for a total of $1,700,000.
To fund the latest extension, the company issued an unsecured, non‑interest‑bearing Extension Note for $850,000 to the sponsor, repayable on the earlier of a business combination or liquidation, with default interest at the prevailing short‑term U.S. Treasury Bill rate. It also issued a separate unsecured Working Capital Note of up to $500,000, partially reflecting about $263,681.50 of prior sponsor advances and allowing additional loans on similar terms. Units issuable upon conversion of these notes will be restricted from transfer until completion of a business combination and will have registration rights.
Charlton Aria Acquisition Corporation reported that Nasdaq has notified the company it is not in compliance with Listing Rule 5250(c)(1) because it did not file its Form 10-K for the year ended December 31, 2025 on time.
The notice does not immediately affect the listing or trading of the company’s units, Class A ordinary shares, or rights on The Nasdaq Stock Market. Charlton Aria has until June 15, 2026 to file the Form 10-K or submit a plan to regain compliance, and Nasdaq may grant an extension to October 12, 2026 if it accepts that plan.
The company states that it intends to file the Form 10-K as promptly as possible and, if it cannot do so by June 15, 2026, it plans to submit a compliance plan to Nasdaq.
Charlton Aria Acquisition Corporation reported significant leadership changes. On March 24, 2026, Chief Financial Officer and director Yuanmei Ma resigned from both roles, and the company stated her resignation did not involve any disagreement over operations, policies, or practices.
On March 26, 2026, the board appointed Jung Min Lee as the new Chief Executive Officer and a director, effective immediately. He was also named acting Chief Financial Officer until a full-time CFO is hired. The filing outlines Mr. Lee’s prior experience in international financial services, investment consulting, and corporate advisory roles.
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.