CHARLTON ARIA ACQUISITION CORPORATION — a Schedule 13G disclosure by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC reporting shared voting and dispositive power over 449,832 shares of Class A ordinary shares, representing 5.1% of the class. The filing is a joint statement documenting ownership attribution through Goldman Sachs reporting units and a broker/dealer subsidiary; it includes a joint filing agreement and exhibits identifying the subsidiary that holds the reported position.
W. R. Berkley Corporation filed an amended Schedule 13G reporting beneficial ownership of 878,975 Class A ordinary shares of Charlton Aria Acquisition Corporation (CUSIP G9877L107), representing 9.9% of the class. The filing shows shared voting and shared dispositive power over those shares, and is signed by Richard M. Baio on 05/07/2026.
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 notified the SEC that it could not timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company states it needs additional time to assemble information and anticipates filing no later than the fifteenth calendar day following the prescribed filing date.
The notification was signed by Jung Min Lee, Chief Executive Officer, on March 31, 2026.
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.
Charlton Aria Acquisition Corp. director Mark John Chaney filed a Form 4 that contains no reported stock transactions but includes an important remark. The filing states that on February 4, 2026, Mr. Chaney resigned from his position as a director of the company.
Charlton Aria Acquisition Corporation reported Q3 results typical of a SPAC focused on finding a merger partner. The company held $88.59 million in its trust account as of September 30, 2025, backing 8,500,000 redeemable Class A shares at $10.42 per share. Cash outside the trust was $10,775, leaving working capital of $3,618.
Results were driven by investment earnings on trust assets, not operations. For the quarter, net income was $806,989, primarily from $915,972 of interest and dividends earned on the trust. For the nine months, net income totaled $2,316,270 on $2,719,802 of trust income.
Management disclosed substantial doubt about the company’s ability to continue as a going concern given limited cash outside the trust and the timeline to complete a business combination by April 25, 2026 (with two optional three‑month extensions requiring deposits of $850,000 each). A deferred underwriting fee of $1.7 million remains payable at closing of a business combination. As of November 11, 2025, shares outstanding were 8,840,000 Class A and 2,125,000 Class B.