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Charlton Aria Acquisition Corp

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

CHAR$10.97+0.1%Stored close · as of Nov 5, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File Number 001-42386

Charlton Aria Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

221 W 9th St, #848

Wilmington, Delaware 19801

(Address of principal executive offices and zip code)

909-214-2482

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-eighth of one Class A ordinary shareCHARUThe Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par valueCHARThe Nasdaq Stock Market LLC
Rights, each whole right to acquire one-eighth of one Class A ordinary shareCHARRThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of November 11, 2025, there were 8,840,000 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,125,000 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Charlton Aria Acquisition Corporation

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION1
Item 1. FINANCIAL STATEMENTS (UNAUDITED)1
Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)1
Statements of Operations for the Three Months Ended September 30, 2025 and 2024, for the Nine Months Ended September 30, 2025, and For The Period from March 22, 2024 (Inception) Through September 30, 2024 (Unaudited)2
Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2025, for the Three Months Ended September 30, 2024, and for the Period from March 22, 2024 (Inception) Through September 30, 2024 (Unaudited)3
Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period From March 22, 2024 (Inception) Through September 30, 2024 (Unaudited)4
Notes to Unaudited Financial Statements5
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK21
Item 4. CONTROLS AND PROCEDURES21
PART II – OTHER INFORMATION22
Item 1. LEGAL PROCEEDINGS22
Item 1A. RISK FACTORS22
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES22
Item 3. DEFAULTS UPON SENIOR SECURITIES22
Item 4. MINE SAFETY DISCLOSURES22
Item 5. OTHER INFORMATION22
Item 6. EXHIBITS23
SIGNATURES24

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