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Charlton Aria Acquisition Corp

For the period ended Jun 30, 2026. Filed Aug 6, 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.

Jun 30, 2026 · Filed Aug 6, 2026

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 June 30,2026

☐ 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 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)

(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 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 the date hereof, 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 June 30, 2026 and December 31, 2025 (Unaudited)1
Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)2
Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)3
Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)4
Notes to Unaudited Financial Statements5
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS19
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK24
Item 4. CONTROLS AND PROCEDURES25
PART II – OTHER INFORMATION26
Item 1. LEGAL PROCEEDINGS26
Item 1A. RISK FACTORS26
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES26
Item 3. DEFAULTS UPON SENIOR SECURITIES26
Item 4. MINE SAFETY DISCLOSURES26
Item 5. OTHER INFORMATION26
Item 6. EXHIBITS26
SIGNATURES27

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