CHAR · Charlton Aria Acquisition Corporation

Charlton Aria Acquisition Corporation, a Cayman Islands-based blank check company formed for business combination purposes, faces a critical regulatory inflection point following receipt of a Nasdaq non-compliance notice under Listing Rule 5250(c)(1). The core issue is the untimely filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 — a foundational disclosure required for continued listing on The Nasdaq Global Market. While the Notice carries no immediate trading impact, it initiates a strict 60-day clock ending June 15, 2026, within which the Company must either file the overdue report or submit a detailed plan demonstrating how it will regain compliance. Nasdaq’s acceptance of such a plan could grant up to 180 calendar days from the original Form 10-K due date — pushing the final compliance deadline to October 12, 2026. Failure to meet either deadline triggers escalation, including potential referral to a Hearings Panel and, ultimately, delisting proceedings. For investors, this signals heightened execution risk in the Company’s post-IPO operational readiness and governance discipline — particularly consequential for a SPAC nearing its de-SPAC deadline, where timely financial reporting is essential to maintaining market credibility and enabling potential business combination disclosures. The absence of any disclosed reason for the delay, mitigation timeline, or internal controls commentary further amplifies uncertainty around management’s ability to resolve the matter promptly.