Charlton Aria Acquisition Corp 8-K

What Happened

• Charlton Aria Acquisition Corp (CHAR) reported in an 8-K filed May 27, 2026 that it received a Nasdaq Listing Qualifications notice on May 22, 2026 stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) for failing to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The Company previously received a related notice on April 16, 2026 for its late Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The notices do not have any immediate effect on the listing or trading of CHAR’s securities.

Key Details

• Notice received: May 22, 2026 (related prior notice: April 16, 2026).
• Missing filings: 2025 Form 10-K and Q1 2026 Form 10-Q (failure to timely file).
• Nasdaq deadline/plans: Company has until June 15, 2026 to file the reports or submit a plan to regain compliance; if Nasdaq accepts a plan, CHAR could receive up to 180 days (until October 12, 2026) to regain compliance.
• Next steps: CHAR intends to file the Form 10-K and Form 10-Q as promptly as possible; if unable to file by June 15 it will submit a compliance plan and may appeal any Nasdaq decision to a Hearings Panel.

Why It Matters

• For investors, the notices signal regulatory risk tied to the company’s delayed SEC filings. Continued failure to file could lead to delisting proceedings, which would affect liquidity and could limit investor ability to trade shares on the Nasdaq Global Market. For now, trading continues, but investors should monitor whether CHAR files the overdue reports, whether Nasdaq accepts any compliance plan, and any subsequent announcements about remediation or potential appeals.