Charlton Aria Acquisition Corp
For the period ended Mar 31, 2026. Filed Jun 17, 2026.
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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.
Mar 31, 2026 · Filed Jun 17, 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 March 31,2026
☐ 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 Islands | N/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)
(302) 319-3177
(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 class | Trading Symbol | Name 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 share | CHARU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, $0.0001 par value | CHAR | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-eighth of one Class A ordinary share | CHARR | The 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 June 16, 2026, there were 8,546,704 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 INFORMATION | 1 |
|---|---|
| Item 1. FINANCIAL STATEMENTS (UNAUDITED) | 1 |
| Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited) | 1 |
| Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 2 |
| Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 3 |
| Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 4 |
| Notes to Unaudited Financial Statements | 5 |
| Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 17 |
| Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 22 |
| Item 4. CONTROLS AND PROCEDURES | 22 |
| PART II – OTHER INFORMATION | 23 |
| Item 1. LEGAL PROCEEDINGS | 23 |
| Item 1A. RISK FACTORS | 23 |
| Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES | 23 |
| Item 3. DEFAULTS UPON SENIOR SECURITIES | 24 |
| Item 4. MINE SAFETY DISCLOSURES | 24 |
| Item 5. OTHER INFORMATION | 24 |
| Item 6. EXHIBITS | 24 |
| SIGNATURES | 25 |
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