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): June 23, 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 8.01 Other Events.

 

As previously disclosed in the Current Report on Form 8-K filed by Charlton Aria Acquisition Corporation (the “Company”) on April 21, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 16, 2026, 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 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. On May 28, 2026, the Company filed the Form 10-K; however, the Company remained out of compliance with the Rule because it subsequently failed to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”). On June 17, 2026, the Company filed the Form 10-Q.

 

On June 23, 2026, the Company received a letter from Nasdaq stating that, based on the Company’s filing of the Form 10-Q, Nasdaq had determined that the Company complies with the Rule. Accordingly, Nasdaq has advised the Company that this matter is now closed.

 

 

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: June 26, 2026