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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.