Charlton Aria Acquisition Corporation Announces Receipt of Nasdaq Notice Regarding Delinquent Filing of Annual Report on Form 10-K

Rhea-AI Summary

Charlton Aria Acquisition Corporation (Nasdaq: CHARR) received a Nasdaq notice for failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and is non‑compliant with Nasdaq Listing Rule 5250(c)(1).

The Notice does not immediately affect listing or trading. Nasdaq gave the company until June 15, 2026 to file or submit a compliance plan; if accepted, an exception could extend the deadline to October 12, 2026. The company intends to file the Form 10-K promptly and, if necessary, to submit a plan to regain compliance.

Positive

• Nasdaq notice has no immediate effect on listing or trading
• Company intends to file Form 10-K promptly to regain compliance
• Possible 180-day exception to regain compliance until October 12, 2026

Negative

• Failed to timely file Form 10-K for fiscal year ended December 31, 2025
• Non-compliance with Nasdaq Listing Rule 5250(c)(1) could risk delisting
• Company must file or submit a plan by June 15, 2026 to avoid escalation

Market Context

This announcement highlights a compliance risk centered on Charlton Aria’s failure to timely file it...

Analysis

This announcement highlights a compliance risk centered on Charlton Aria’s failure to timely file its Form 10-K for the year ended December 31, 2025. Nasdaq has provided until June 15, 2026 to file the report or submit a plan, with a possible extension of up to 180 days to regain compliance. Investors may focus on whether the company meets these milestones and how quickly normal reporting cadence is restored.

Key Figures

10-K fiscal year end: December 31, 2025 Plan deadline: June 15, 2026 Initial relief period: 60 days +2 more

5 metrics

10-K fiscal year end December 31, 2025 Fiscal year covered by delinquent Form 10-K

Plan deadline June 15, 2026 Deadline to file Form 10-K or submit compliance plan to Nasdaq

Initial relief period 60 days Time given to file Form 10-K or submit plan

Maximum exception period 180 calendar days Potential extension from Form 10-K due date to regain compliance

Extended compliance date October 12, 2026 Latest date to regain compliance if exception granted

Key Terms

form 10-k, nasdaq listing rule 5250(c)(1), nasdaq global market, hearings panel

4 terms

form 10-k regulatory

"its failure to timely file its Annual Report on Form 10-K for the fiscal year"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

nasdaq global market regulatory

"as required for continued listing on The Nasdaq Global Market."

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

hearings panel regulatory

"the Company may appeal that decision to a Hearings Panel."

A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Wilmington, DE, April 21, 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 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. The Notice has no immediate effect on the listing or trading of the Company's securities.

Nasdaq provided the Company 60 days, or 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 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 as promptly as possible in order to regain compliance with the Rule. If the Company is unable to file the Form 10-K 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

FAQ

What did Charlton Aria (CHARR) receive from Nasdaq on April 21, 2026?

The company received a Nasdaq notice of non-compliance for a late Form 10-K filing. According to the company, the Notice cites Rule 5250(c)(1) and gives until June 15, 2026 to file or submit a plan to regain compliance.

Does the Nasdaq notice for CHARR immediately affect the stock listing or trading?

No, the notice does not immediately affect listing or trading of CHARR shares. According to the company, Nasdaq's Notice is procedural and allows time for the company to file the Form 10-K or submit a compliance plan.

What deadline did Nasdaq give Charlton Aria (CHARR) to regain compliance?

Nasdaq gave CHARR until June 15, 2026 to file or submit a compliance plan. According to the company, if Nasdaq accepts the plan, an exception could extend the filing deadline to October 12, 2026.

What happens if Nasdaq does not accept CHARR's compliance plan?

If Nasdaq does not accept the plan, CHARR may appeal to a Hearings Panel. According to the company, appeal rights exist but failure to file could still lead to further listing actions.

How does Charlton Aria plan to address the Nasdaq non-compliance notice?

The company intends to file the Form 10-K as promptly as possible to regain compliance. According to the company, if unable to file by June 15, 2026, it will submit a plan to Nasdaq seeking additional time.