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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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.
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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 | ||
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