CHAR SEC filings, in plain English
Everything Charlton Aria Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: On August 25, 2026, Charlton Aria Acquisition Corp issued an unsecured promissory note (the 'Working Capital Note') to its sponsor, ST Sponsor II Limited, for a principal amount of up to US$500,000. The note bears no interest except for default interest on overdue amounts at the prevailing short-term U.S. Treasury Bill rate, and is payable upon the earlier of the consummation of the initial business combination or liquidation. At the Sponsor's option, the note may be converted into private units at $10.00 per unit upon written notice given at least two business days prior to closing. The filing also notes that under the prospectus, no more than $3,000,000 in aggregate principal amount of notes issued to the Sponsor may be converted into such units. Why it matters: This creates a direct financial obligation and potential dilution event via conversion rights, which impacts the trust value dynamics and shareholder equity structure ahead of the redemption deadline of October 25, 2026. It confirms the sponsor's continued financial support mechanism and establishes specific terms for how working capital loans can become equity, subject to the $3,000,000 aggregate cap mentioned in the prospectus.
What changed: Amended Schedule 13G beneficial ownership report accompanied by two corporate Power of Attorney exhibits. This document is a routine compliance exhibit and internal administrative filing, not a merger agreement, resignation, interview transcript, investor presentation, or lawsuit. Regarding redemption calendars, trust distributions, extensions, deal progress, and sponsor conduct, the submission contains zero adjustments to Charlton Aria Acquisition Corp’s mechanics. The trust remains valued at $10.81 per share, the liquidation deadline stays fixed at October 25, 2026, and the SPAC’s search status proceeds without amendment. According to The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, the only documented change is an internal succession update to their reporting apparatus: each entity superseded a July 16, 2025 Power of Attorney with new instruments appointing the same roster of attorneys-in-fact, while dropping Mariana Audeves Martinez and Asheesh Bajaj. The renewed authorizations remain effective until July 2, 2027 (Goldman Sachs & Co. LLC) and July 8, 2027 (The Goldman Sachs Group, Inc.) or until revoked or terminated upon an individual’s departure. Scott Kilpatrick executed the firm-level power as Attorney-in-Fact on July 8, 2026, and Carey Ziegler executed the subsidiary power as Managing Director on July 2, 2026. The text discloses no information pertaining to customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel movements affecting Charlton Aria Acquisition Corp or any target. Why it matters: The filing demonstrates routine institutional housekeeping rather than strategic positioning. By renewing the internal designation of signatories authorized to submit Rule 13f-1 and Regulation 13D-G/13G disclosures, Goldman Sachs ensures uninterrupted regulatory compliance for its passive holding, but the exercise conveys no indication of voting intent, block disposition, extension advocacy, or active pursuit of a business combination. For investors tracking the October 25, 2026 redemption window and the $10.81 per-share trust benchmark, this submission registers as operationally inert.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Charlton Aria Acquisition Corporation, a blank-check SPAC searching for a target. The sponsor deposited $850,000 into the trust account on August 3, 2026, extending the deadline to October 25, 2026. The company had $7,194 cash outside the trust and a working capital deficit of $1,358,088. The trust held $91,885,042 on June 30, 2026, with a redemption value of $10.81 per share. The company borrowed $1,134,677 in working capital loans and reported $1,267,638 net income, primarily from trust interest. Former CEO and CFO resigned; new CEO and CFO appointed. Subsequent to quarter end, a new CFO (Paul Strickland) and two independent directors were appointed, and an additional $2.2 million was borrowed under working capital loans. Why it matters: The SPAC has extended its deadline to October 25, 2026, but has minimal cash outside the trust, a working capital deficit, and a going concern warning. It has borrowed heavily from the sponsor ($1.2 million as of June 30, growing to $2.2 million post-quarter) to fund operations and extension fees. No business combination has been announced. Management turnover continued with the resignation of the CFO and appointment of new directors. The high trust value ($10.81) and ticking deadline make this a high-risk, time-sensitive redemption decision for shareholders.
What changed vs 2026-06-17trust $90.2M → $91.9M +2%deadline 2026-07-25 → 2026-10-25sponsor loan $143K → $1.2Mtrust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $90.2M$91.9M
- Combination deadline
- 2026-07-252026-10-25
- Sponsor loans outstanding
- $143K$1.2M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.50M · unchanged
SpacBrain reads this as $1,654,029 was added to the trust between the two filings.
The clause …“expenses 49,267 8,156 Total Current Assets 56,461 13,291 Cash and investments held in Trust Account 91,885,042 89,444,533 Total Assets $ 91,941,503 $ 89,457,824 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“business combination. In addition, if we are unable to complete an initial business combination within the Combination Deadline by October 25, 2026, unless further extended, the board of directors would proceed to commence a”…
SpacBrain reads this as the sponsor has advanced $1,092,677 more.
The clause …“of the lender. As of June 30, 2026 and December 31, 2025, the Company had borrowings of $1,235,558 and $100,881 under the Working Capital Loans, respectively. We believe we will need to raise additional funds in order to meet the”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report and accompanying exhibits (Promissory Note Exhibit 10.1, Press Release Exhibit 99.1) announcing Charlton Aria Acquisition Corp.’s second and final three-month extension of its initial business combination deadline, the associated trust deposit, and the issuance of an unsecured extension promissory note to its sponsor. According to the 8-K and Exhibit 99.1 issued by Chief Executive Officer Jung Min Lee, the sponsor ST Sponsor II Limited deposited $850,000 into the trust account on August 3, 2026, shifting the business combination deadline from July 25, 2026, to October 25, 2026. Under Item 2.03 and Exhibit 10.1, the company simultaneously issued an unsecured promissory note dated July 31, 2026, to the sponsor in the principal amount of $850,000. The note bears no interest except when overdue (at which point it accrues default interest at the prevailing short-term U.S. Treasury Bill rate), matures upon the earlier of a business combination or liquidation, and may be converted by the sponsor into private units consisting of one Class A ordinary share and one right to acquire one-eighth of one Class A ordinary share at $10.00 per unit upon written notice given at least two business days before closing. The 8-K notes this is the second of two permitted extensions, bringing total sponsor deposits to $1,700,000 in aggregate ($850,000 deposited previously on April 24, 2026, plus this $850,000). The promissory note explicitly states the sponsor waives all rights or claims to the trust account funds, so repayment would only draw from non-trust corporate assets. Why it matters: The filing locks the final redemption window and timeline to October 25, 2026, confirming the sponsor has utilized both available extension periods without exceeding the $1,700,000 cap. Public shareholders now have a fixed expiration date for their redemption rights or voting decisions ahead of liquidation if no deal closes. The structural terms of the extension note—specifically the unsecured status, the explicit waiver of recourse against trust proceeds, and the conversion mechanism at $10.00 per unit—align sponsor recovery incentives with standard SPAC public share economics while capping additional dilution exposure at $3,000,000 in aggregate convertible principal as noted in the prospectus cross-reference. Because this is the second and final extension under the disclosed Second Amended and Restated Memorandum and Articles of Association, failure to close by October 25, 2026, will trigger mandatory liquidation procedures with no contractual right to a third extension. Beyond mechanics, Exhibit 99.1 characterizes the registrant as a Cayman Islands exempted blank check company pursuing a merger, share exchange, asset acquisition, share purchase, recapitalization, or reorganization across any industry or geographic region, while the cover page and signature block identify Jung Min Lee as Chairman, Chief Executive Officer, and Director.
What changed: Form 8-K Current Report filed July 28, 2026, reporting officer and director departures and appointments under Item 5.02, accompanied by Exhibit 10.1 (CFO Offer Letter), Exhibit 10.2 (Director Offer Letters), and Exhibit 10.3 (Indemnification Agreements). The Board states that on July 24, 2026, it approved effective July 22, 2026: the appointment of Mr. Paul Strickland as Chief Financial Officer and director; the appointment of Mr. Kyoung Tak Kim as independent director and audit committee member; and the appointment of Mr. Wang Jo Cha as independent director and compensation committee member. Accordingly, the filing reports that Mr. Jung Min Lee ceased serving as acting CFO. Regarding SPAC mechanics, the company remains in search status with no merger target identified, no time extension requested, and no amendments to the redemption calendar or trust structure. The CFO offer letter specifies annual cash compensation of USD$5,000, which accrues monthly but is deferred and payable in a single lump sum only upon business combination consummation within ten (10) business days post-consummation, with zero interest. Director offer letters state zero cash compensation for board service, noting that any stock-based compensation will require mutual agreement at a later date. The indemnification agreements contain a Section 26 clause where indemnitees waive any right, title, interest, or claim in the trust account. Why it matters: The filing preserves current trust liquidity during the search period by structuring all executive compensation as deferred obligations contingent on a completed business combination. The redemption deadline and trust value remain unaltered, with no deal progress or sponsor conduct deviations disclosed. The biographical attachments detail Mr. Kim's prior senior roles providing U.S. GAAP and IFRS audit services at KPMG LLP and LEK Partners LLC, and Mr. Cha's prior executive positions at the Korea Exchange (KRX), KOSCOM, and the Ministry of Strategy and Finance in South Korea, signaling anticipated post-combination financial oversight and regulatory navigation capabilities. All governance changes, compensation deferrals, trust account waivers, and personnel backgrounds are sourced directly from the Board resolutions, the attached offer letters, and the filed indemnification agreements.
What changed: A Current Report on Form 8-K filed under Item 8.01 Other Events announcing the closing of a Nasdaq Global Market listing compliance investigation. Nothing has altered the CHAR redemption timeline, trust mechanics, or extension posture. As detailed in the filing, The Nasdaq Stock Market LLC notified the Company on April 16, 2026, that it violated Nasdaq Listing Rule 5250(c)(1) for missing the filing window for its Annual Report on Form 10-K covering the fiscal year ended December 31, 2025. The Company submitted that 10-K on May 28, 2026, yet remained non-compliant until delivering its Quarterly Report on Form 10-Q for the period ended March 31, 2026 on June 17, 2026. Per a letter dated June 23, 2026, Nasdaq confirmed compliance and closed the matter. The filing makes no adjustments to the existing SPAC structural timeline or capital account. Why it matters: Repeated periodic-reporting delays signal administrative execution friction, which sponsors and deal trackers monitor as potential signals of diluting or delaying a merger. The filing contains zero claims regarding customer concentration, revenue streams, addressable market size, proprietary technology, commercial partnerships, ongoing litigation, or executive compensation changes. Chief Executive Officer Jung Min Lee executed the June 26, 2026 attestation confirming the Nasdaq resolution. Because the submission isolates purely regulatory remediation without financial or commercial metrics, investors should treat it as a listing-status preservation event that clears an immediate delisting hurdle but underscores operational lag ahead of the unmodified business combination deadline.
What changed: 10-Q quarterly report. The filing shows no deal announcement. Trust per share went to $10.62 from $10.52 due to interest income. The original 18-month deadline of April 25, 2026 was extended: on April 24, 2026, the sponsor deposited $850,000 to extend the deadline to July 25, 2026. Both the former CEO Will Garner (resigned Feb. 4, 2026) and former CFO Yuanmei Ma (resigned March 26, 2026) have left. The CEO/acting CFO position was filled by Jung Min Lee on March 26, 2026. The company had only $4,597 of cash and a $271,825 working capital deficit as of March 31, 2026, and management expresses substantial doubt about the company's ability to continue as a going concern. A new $500,000 working capital loan was agreed on April 17, 2026; about $0.3 million was drawn. Disclosure controls were not effective. Why it matters: The trust value is $10.62 per share, but the company has $4,597 in cash and a $271,825 working capital deficit, leading to a going concern warning. The CEO and CFO both resigned in early 2026 and were replaced by Jung Min Lee, who is now acting CFO. The sponsor extended the deadline to July 25, 2026, by depositing $850,000, but the company has no announced target and is burning cash. The company has not filed its reports on time (No to Entity Current Reporting Status), disclosure controls are ineffective, and it is a shell company. These points suggest a high-risk situation for public shareholders approaching a liquidation risk if no deal is done by late July 2026.
What changed vs 2025-11-12trust $88.6M → $90.2M +2%trust account, sponsor loans outstanding, combination deadline +21 moved · 4 with no prior record of ours
- Trust account
- $88.6M$90.2M
- Sponsor loans outstanding
- not previously extracted$143K
- Combination deadline
- 2026-07-25 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.50M · unchanged
SpacBrain reads this as $1,641,087 was added to the trust between the two filings.
The clause …“expenses 7,461 8,156 Total Current Assets 12,058 13,291 Cash and investments held in Trust Account 90,231,013 89,444,533 Total Assets $ 90,243,071 $ 89,457,824 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause …“of the lender. As of March 31, 2026 and December 31, 2025, the Company had borrowings of $142,881 and $100,881 under the Working Capital Loans, respectively. 20 We believe we will need to raise additional funds in order to meet the”…
The clause …“business combination. In addition, if we are unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further extended, the board of directors would proceed to commence a voluntary”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual report on Form 10-K for fiscal year ended December 31, 2025, filed by Charlton Aria Acquisition Corporation (CHAR), a blank-check SPAC still searching for a business combination target. Trust value per share increased to $10.52 as of Dec 31, 2025 (from $10.10 at Dec 31, 2024) due to interest/dividends. Sponsor deposited $850,000 on April 24, 2026 to extend the combination deadline to July 25, 2026; a further extension to Oct 25, 2026 is possible with another deposit. A change in control of the sponsor occurred on May 13, 2025 — original shareholder Sunny Tan Kah Wei sold 100% of sponsor to Sovereign Global Trust LLC, whose sole member is Valley Point Limited, controlled by Chen Siak Chan. The CEO (Will Garner) and a director (Mark Chaney) resigned in February 2026; CFO/director Yuanmei Ma resigned March 24, 2026. Jung Min Lee was appointed CEO, chairman and acting CFO on March 26, 2026. The company received Nasdaq non-compliance notices for late filing of the 10-K and 10-Q; it has until June 15, 2026 to submit a plan. A working capital loan of up to $500,000 from sponsor was arranged on April 17, 2026. As of Dec 31, 2025, cash outside trust was only $5,135 with a working capital deficit of $185,217, raising substantial doubt about going concern. No business combination has been announced. Why it matters: Provides audited financials confirming trust value, redemption mechanics, extension status, and sponsor/management changes — all essential for evaluating redemption timing, sponsor alignment, and deal risk. The sponsor change of control and management departures signal potential shift in strategy or commitment. The going concern warning and Nasdaq listing threat increase the pressure to close a deal quickly. Investors should monitor whether another extension deposit occurs before July 25, 2026.
What changed vs 2025-03-24trust $85.9M → $89.4M +4%trust account, sponsor loans outstanding, combination deadline +21 moved · 4 with no prior record of ours
- Trust account
- $85.9M$89.4M
- Sponsor loans outstanding
- not previously extracted$101K
- Combination deadline
- 2026-07-25 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.50M · unchanged
SpacBrain reads this as $3,574,409 was added to the trust between the two filings.
The clause …“expenses 8,156 9,365 Total Current Assets 13,291 456,784 Cash and investments held in Trust Account 89,444,533 85,870,124 Total Assets $ 89,457,824 $ 86,326,908 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause …“the option of the lender. As of December 31, 2025 and 2024, the Company had borrowings of $100,881 and $0 under the Working Capital Loans. We believe we will need to raise additional funds in order to meet the expenditures required”…
The clause …“(see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further extended, the Company’s board of directors would proceed to commence a”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Current Report on Form 8-K disclosing a Nasdaq Listing Qualifications Department delisting notice and furnishing a Regulation FD press release. Mechanics: The filing confirms no alteration to the redemption calendar, trust value per share ($10.81), extension timeline, business combination progress, or sponsor conduct. Substance: As disclosed in the filing and press release executed by Chairman and Chief Executive Officer Jung Min Lee, the Company received a Nasdaq notice on May 22, 2026, citing noncompliance with Listing Rule 5250(c)(1) for the delayed filing of its Form 10-K (fiscal year ended December 31, 2025) and its Form 10-Q (quarter ended March 31, 2026). Nasdaq set a June 15, 2026, deadline to submit a compliance plan if both reports remain unfiled. If Nasdaq accepts the plan, the Company may receive a 180-calendar-day exception from the 10-K due date, extending the cure window until October 12, 2026. The Company reserves the right to appeal a rejected plan to a Hearings Panel. The press release describes the entity as a Cayman Islands blank check company targeting combinations outside industry or geographic restrictions, includes a forward-looking statements disclaimer, and lists Wilmington, Delaware as the executive contact address. Why it matters: Exchange listing compliance directly governs public market access, shareholder liquidity, and the practical feasibility of completing a deSPAC transaction before termination. The delinquent periodic reports eliminate near-term financial transparency, leaving investors unable to verify trust account interest accumulation, administrative expense drawdowns, or sponsor promissory note status. A missed June 15, 2026, filing or a subsequent Nasdaq Hearings Panel rejection would likely trigger forced delisting to an over-the-counter or alternative quotation venue, which typically compresses trading spreads, raises redemption friction, and heightens pressure to liquidate prior to the fixed October 25, 2026 deadline rather than execute a merger.
What changed: A Form 12b-25 Notification of Late Filing, classified as a routine SEC compliance exhibit, formally advising the Securities and Exchange Commission that Charlton Aria Acquisition Corporation could not submit its Form 10-Q for the quarterly period ended March 31, 2026, by the statutory deadline. Chief Executive Officer Jung Min Lee attributes the delay to the need for additional internal time to assemble information required to finalize the quarterly report, setting a new filing target at the fifth calendar day following the original due date. Under Part IV(2) of the same form, the company explicitly acknowledges it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Neither the late-filing notification nor the admission of an unpaid 10-K mechanically modifies the publicly tracked redemption deadline of October 25, 2026, nor does it recalculate the documented trust value of $10.81 per share or suspend the timer toward mandatory liquidation. Why it matters: For investors tracking redemption windows, trust value stability, and sponsor conduct, cumulative reporting lapses increase compliance visibility and may constrain the sponsor's ability to execute a merger within the remaining timeframe. Rule 12b-25 relief prevents immediate trading halts or delisting actions for the specific quarter, but it carries no extension to the charter's business combination period and offers no protection against shareholder redemptions triggered after October 25, 2026. The filing contains zero operational substance: Chief Executive Officer Jung Min Lee makes no claims about customers, revenue, market size, strategy, technology, partnerships, or litigation, and there are no updates regarding sponsor equity allocations, lock-up terms, or changes to redemption mechanics.
What changed: Routine compliance exhibit accompanying a Schedule 13G beneficial ownership report filed May 12, 2026 by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, consisting solely of dual Powers of Attorney for internal regulatory filing authorization. Nothing bearing on redemption deadlines, trust value, extension windows, merger progress, or sponsor conduct has changed. The only update is administrative: the filers re-designated multiple named employees to act as Attorneys-in-Fact for submitting Rule 13f-1 and Regulation 13D-G reports. Executed on July 16, 2025, the instruments explicitly supersede prior authorizations dated July 29, 2024, and October 1, 2024, remain valid until July 16, 2026, and are revocable at will by the company. Why it matters: The document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel; no executive or sponsor made forward-looking statements. For investors tracking Charlton Aria Acquisition Corp., this filing confirms routine beneficial ownership reporting and updated internal compliance signatory authority, but provides no actionable intelligence on deal targeting, trust distribution mechanics, or shareholder redemptions.
What changed: A Form 8-K Current Report that accompanies Exhibits 10.1 and 10.2 (executed promissory note agreements) and Exhibit 99.1 (a press release), formally documenting the entry into material definitive agreements, the creation of direct financial obligations, unregistered sales of equity securities, and a Regulation FD announcement. According to Item 2.03 and the press release dated April 27, 2026, ST Sponsor II Limited deposited $850,000 into the trust account on April 24, 2026, extending the Company’s deadline to complete an initial business combination from April 25, 2026, to July 25, 2026. Per the filing, the Company issued an unsecured Extension Note for US$850,000 (dated April 23, 2026) and a Working Capital Note for up to US$500,000 (dated April 17, 2026). Chief Executive Officer Jung Min Lee confirmed that the Sponsor has already advanced approximately $263,681.50 in working capital since the IPO. The signed notes state the debt bears no interest except default accrual at the prevailing short-term U.S. Treasury Bill rate, matures on the earlier of a business combination or liquidation, and converts into private units by dividing the principal by $10.00, up to a maximum of $3,000,000 under the Prospectus. The Sponsor contractually waived all rights to the Trust Account Funds, agreeing to seek recovery only from non-trust assets upon liquidation. The filing reiterates the charter provision allowing two additional three-month extensions for $850,000 each, capped at an aggregate of $1,700,000. Why it matters: This filing materially adjusts the redemption calendar by pushing the liquidation trigger back three months to July 25, 2026, altering the timeframe in which public shareholders may exercise redemption rights before a forced dissolution deadline. It confirms continued sponsor financial engagement ($850,000 funded plus $500,000 in standby working capital credit) structured as non-dilutive senior debt, while establishing explicit conversion mechanics that allocate equity upside to the sponsor only upon a successful combination. Because the April 27, 2026 press release states the registrant remains a blank check company with search parameters limited only to a lack of industry or geographic restriction, the extension preserves strategic options rather than indicating deal execution. All monetary amounts, interest accrual triggers, conversion caps, maturity events, and waiver language derive exclusively from the Company’s 8-K text, the filed promissory note provisions, and statements attributed to CEO Jung Min Lee and the Sponsor.
What changed: A Form 8-K Current Report and accompanying press release disclosing receipt of a Nasdaq notice regarding failure to satisfy a continued listing rule. Nasdaq notified the Company on April 16, 2026, of noncompliance with Listing Rule 5250(c)(1) due to the failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The exchange granted a 60-day window, expiring June 15, 2026, to submit a plan to regain compliance. Should Nasdaq accept the plan, the Company may receive an extension of up to 180 calendar days from the original due date, moving the final compliance threshold to October 12, 2026. Why it matters: While the notice explicitly states there is no immediate effect on listing or trading and leaves the registered liquidation deadline of October 25, 2026, untouched, the missing 10-K creates opacity for shareholders tracking redemption conditions and trust preservation ahead of the statutory wind-down. Chairman and Chief Executive Officer Jung Min Lee stated the Company intends to file the Form 10-K "as promptly as possible," adding that if the filing is not made by June 15, 2026, the Company will formally submit a compliance plan with Nasdaq. Prolonged administrative noncompliance heightens secondary delisting risk, which can constrain market maker participation and unit liquidity well ahead of the redemption window, even if the Nasdaq-approved extension timeline theoretically aligns with the default termination date. No target acquisition, merger agreement, or sponsor amendment has been announced in this filing.
What changed: SEC Form 12b-25 Notification of Late Filing, officially notifying the Commission that Charlton Aria Acquisition Corporation’s Annual Report on Form 10-K for the period ended December 31, 2025, will miss its statutory submission window. As a procedural compliance filing, this document establishes that the company could not file the annual report without incurring 'undue hardship and expense' because it needs additional time to 'work internally to assemble certain information.' Chief Executive Officer Jung Min Lee certifies the company will submit the Form 10-K no later than the fifteenth calendar day following the prescribed due date and confirms all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 were timely. In terms of SPAC mechanics, the filing does not propose a trust extension, does not trigger redemption adjustments, and leaves the $10.81 trust per share and the 2026-10-25 business combination deadline completely unchanged. Management further states no anticipated significant change in results of operations will be reflected in the subject report. Why it matters: Administrative delays in finalizing annual financials do not alter the redemption calendar or trust valuation, but they can signal internal accounting bottlenecks, deferred auditor reviews, or ongoing resource constraints while the SPAC remains in SEARCHING status. Because this is purely a late-filing notification, it contains zero substantive commercial disclosures: there are no claims about customers, revenue streams, addressable market size, acquisition targets, technology pipelines, strategic partnerships, litigation exposure, or sponsor governance metrics. The only operational takeaway is executive acknowledgment of internal assembly delays and a commitment to near-term compliance. Investors must await the actual 10-K contents to verify cash positions, related-party transaction disclosures, and audit readiness as the company navigates toward its October 25, 2026 sunset deadline.
What changed: A Form 8-K current report detailing the departure of the Chief Financial Officer and Director and the appointment of a new Chief Executive Officer, Director, and Acting Chief Financial Officer. According to the company's March 27, 2026 filing, Ms. Yuanmei Ma resigned as Chief Financial Officer and director effective March 24, 2026, with the registrant confirming the move stemmed from no disagreement regarding operations or policies. The Board approved the appointment of Mr. Jung Min Lee as Chief Executive Officer, director, and acting Chief Financial Officer on March 26, 2026, noting he has held the CEO role since March 2026. His professional record includes Vice President positions at Valley Point Limited (since July 2024) and co-founded trade consulting firm MiLinks LLC (March 2011 to July 2023), alongside advisory work at Merrill Lynch and management at LG Electronics. He holds an M.S. in Finance from Johns Hopkins University and a B.A. from Hankuk University of Foreign Studies. Why it matters: While executive succession alters board and C-suite composition, the filing explicitly preserves the existing capital structure parameters: the trust remains valued at $10.81 per share and the liquidation deadline is firmly set for 2026-10-25. Mr. Lee is formally disclosed as neither a promoter nor a control person, clarifying his standing relative to the SPAC's redemption mechanics. For investors tracking sponsor conduct, the primary watch item is the timeline for recruiting a permanent, full-time Chief Financial Officer, as Mr. Lee currently covers that function only in an interim capacity.
What changed: A Form 8-K current report filed under Item 5.02 disclosing executive and director resignations. Pursuant to the registrant’s Item 5.02 filing, Robert W. Garner resigned all positions (Chairman, CEO, and director) effective February 2, 2026, and Mark Chaney resigned from the Board effective February 4, 2026. The filing, signed by Chief Financial Officer Yuanmei Ma on February 5, 2026, attributes the departures to personal decisions rather than operational disputes, explicitly stating neither individual had a known disagreement with the company on matters relating to operations, policies, or practices. Remaining board members Ms. Yuanmei Ma, Mr. Umesh Patel, and Mr. Stephen Markscheid retain their seats, with Ms. Ma continuing as CFO. The board publicly committed to conducting a wide search to fill the vacant positions. Why it matters: For investors tracking redemption deadlines, trust value preservation, extension mechanics, and sponsor conduct, this leadership turnover directly impacts execution timelines ahead of the stated liquidation cutoff. Because the company remains in a pre-deal, target-search phase without a seated chairman or chief executive operator, the remaining independent directors and CFO now hold sole fiduciary oversight. The absence of a dispute declaration means the filings do not trigger mandatory redemption windows, amend the business combination agreement, or alter warrant exercisability or trust distribution math. However, advancing toward a definitive merger agreement, negotiating lock-up and PIPE terms, or preparing an extension vote will require accelerated internal approvals. Until successors are appointed, the sponsor’s ability to marshal shareholder votes or manage redemption pacing rests with a truncated board, elevating operational friction risk but preserving existing economic terms and shareholder rights exactly as originally disclosed.
What changed: A Form 4 — insider ownership report documenting changes in beneficial ownership of Charlton Aria Acquisition Corp securities. The filing discloses no non-derivative transactions or holdings for reporting person Chaney Mark John, director. This indicates zero movement in director-level equity or derivative positions, meaning no alteration to sponsor alignment, redemption pressure mechanics, trust utilization for potential deal financing, or extension triggers relative to the 2026-10-25 deadline and $10.81 trust per share. Why it matters: Investors tracking CHAR’s SEARCHING status should note that the complete absence of director trading activity provides no signal regarding upcoming business combination targeting, negotiation timelines, or potential sponsor modifications to redemption terms. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel; all operational fundamentals remain unsubstantiated in this record. Because insider accumulation or distribution frequently precedes extension votes or target announcements, the routine disclosure maintains the current baseline without advancing the redemption calendar or affecting the $10.81 trust value trajectory.
What changed: Schedule 13G/A amended beneficial ownership report. This document is a Schedule 13G/A amended beneficial ownership report filed by Karpus Management, Inc. It contains no textual body, exhibits, or footnotes detailing alterations in share quantity, percentage of outstanding securities, acquisition timing, or stated investment purpose. Accordingly, it reports zero movement affecting Charlton Aria Acquisition Corp’s $10.81 per-share trust value, October 25, 2026 redemption deadline, extension mechanics, target-search status, or sponsor conduct. Why it matters: Because the filing excerpt discloses no numerical holdings, transaction dates, or operational representations, it bears no immediate impact on shareholder redemption calculations, trust distribution timelines, or business-combination validation. As a routine SEC registry update, it enables institutional position tracking but supplies no substantive claims regarding customers, revenue, market size, corporate strategy, proprietary technology, partnership arrangements, pending litigation, or executive personnel changes. Reviewers must examine the full EDGAR attachment to confirm whether threshold crossings triggered mandatory schedule disclosures, though the present text confirms no material shift in the SPAC’s fiduciary calendar or liquidity parameters.
What changed: A Joint Filing Statement pursuant to Rule 13D-1(k)(1), attached as Exhibit I to a Schedule 13G/A dated November 13, 2025, executed by ATW SPAC MANAGEMENT LLC (via Co-Managing Member Kerry Propper), Kerry Propper individually, and Antonio Ruiz-Gimenez individually, formally consenting to aggregate beneficial ownership disclosures for Charlton Aria Acquisition Corporation shares under the Securities Exchange Act of 1934. The exhibit contains no revisions to the redemption deadline (2026-10-25), per-share trust balance ($10.81), extension procedures, business combination progress, or operating disclosures. The sole update is administrative: the named parties authorized joint SEC filings and stipulated that the arrangement may be terminated upon written notice or a mutually agreed shorter period. No claims, projections, or statements regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or executive appointments appear in the text; all references to personnel and entity roles derive exclusively from the document’s execution page. Why it matters: As a routine compliance attachment governing how multiple insiders bundle their 13G/A reporting obligations, this filing neither alters shareholder liquidity windows, adjusts the cash held in trust, nor signals movement toward a de-SPAC transaction or sponsorship amendment. Investors monitoring the 2026-10-25 deadline and $10.81 trust value should expect no mechanical impact on redemption calculations, proxy solicitations, or sponsor fiduciary actions until a subsequent prospectus supplement, preliminary proxy statement, or amended charter explicitly modifies conversion rights, extension pricing, or target acquisition criteria.
What changed: Form 10-Q (Quarterly Report) for the quarterly period ended September 30, 2025, filed by Charlton Aria Acquisition Corporation, a blank-check shell company searching for a business combination target. This is the company's first quarter of positive net income, driven entirely by interest and dividends on trust account funds. Net income for the nine months was $2,316,270 (including $2,719,802 of trust income), compared to a net loss of $331,524 from inception through September 30, 2024. Cash and investments held in trust account grew to $88,589,926 from $85,870,124 as of December 31, 2024, reflecting trust investment earnings. Cash available outside trust for operating expenses is nearly exhausted at $10,775. The company's accumulated deficit deepened to ($1,696,629) from ($1,293,097) at year-end 2024. The sponsor change previously disclosed in May 2025 (Sunny Tan Kah Wei sold sponsor to Sovereign Global Trust LLC) is confirmed, with the new investor now holding exclusive investment authority over the sponsor. The company still has no target and no definitive business combination agreement identified. The deadline for completing a deal is April 25, 2026, with two possible three-month extensions (to July 25, 2026 or October 25, 2026) requiring sponsor deposits of $850,000 each. Substantial doubt about going concern is reiterated due to minimal working capital ($3,618) and the risk of not completing a deal by the deadline. Diluted EPS is reported at $0.07 for the quarter and $0.21 for the nine months for both redeemable Class A and non-redeemable shares. Why it matters: This filing is material. It confirms the SPAC remains in a cash-burn stage with virtually no cash outside the trust to fund operations and search costs. The net positive income is entirely from trust yield, not operations. The sponsor change is a significant governance and conduct event that investors should track for potential changes in strategy or commitment. The going concern warning is reinforced. Redemption math is unchanged: trust value per share has grown to $10.42 from the IPO's $10.025 base, but any shareholder considering redemption should note the current trust-per-share figure ($10.42) when assessing total return. No extension has been made yet; the first deadline is approximately 5 months from this filing date.
What changed vs 2025-08-04trust $87.7M → $88.6M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $87.7M$88.6M
- Combination deadline
- 2026-07-25 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.50M · unchanged
SpacBrain reads this as $915,972 was added to the trust between the two filings.
The clause …“37,205 9,365 Total Current Assets 47,980 456,784 Cash and investments held in Trust Account 88,589,926 85,870,124 Total Assets $ 88,637,906 $ 86,326,908 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause …“business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: Schedule 13G beneficial ownership report listing W. R. Berkley Corporation and Berkley Insurance Company as reporting entities. FIRST, this document is a standard regulatory disclosure rather than a merger agreement, resignation, transcript, presentation, or lawsuit. THEN, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing discloses no share quantities, transaction dates, ownership percentages, or voting/dispositive power allocations. It does not modify the stated $10.81 trust per share, the 2026-10-25 search deadline, or any extension/redemption parameters. No assertions regarding combination pipelines, management turnover, or sponsor behavior are present. THEN, regarding other substance, the excerpt contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Because the submission omits numerical holdings, acquisition timestamps, and statements of investment purpose, it cannot indicate capital allocation toward a target, financing capacity, or activist positioning that would alter shareholder redemption calculations or combination urgency. Passive institutional custody does not independently trigger deadline adjustments or trust preservation measures. Investors tracking the calendar, NAV maintenance, or sponsor accountability should await subsequent amendments that disclose actual stake dimensions and strategic intent. All observations rely strictly on the provided text; no external data has been introduced.
What changed: A routine compliance exhibit — an amended beneficial ownership report (Schedule 13G/A) disclosing institutional equity holdings. The excerpt identifies Karpus Management, Inc. as the reporting entity filing an amended Schedule 13G/A. The provided text contains no share counts, percentage changes, transaction dates, or acquisition/disposition details. Accordingly, there is no disclosed shift in shareholder composition that would directly impact redemption volumes, trust account accounting, extension voting margins, business combination sequencing, or sponsor governance actions. Why it matters: Schedule 13G/A amendments alert investors to cumulative institutional position changes, which often correlate with upcoming extension votes, redemption strategy alignment, or pre-business combination signaling. For a SPAC in a SEARCHING status, tracking blockholder adjustments helps model likely participation in future shareholder meetings or liquidation scenarios. Because the excerpt omits all numerical disclosures, investment purpose language, and filing-specific exhibits, the operational significance for the trust balance or the October 25, 2026 deadline cannot be quantified from this text alone. No forward-looking claims, customer references, revenue metrics, technology assertions, partnership announcements, litigation updates, or personnel changes are present, so there are no substantive corporate developments to attribute to any party in this filing.
What changed: A routine compliance exhibit—a Limited Power of Attorney filed as Exhibits A and B to a Schedule 13G/A. The filing does not alter CHAR’s redemption deadline, trust composition, extension provisions, target deal progress, or sponsor conduct. It solely delegates signing authority for future 13G filings to Mizuho Financial Group, Inc.’s Managing Director Takahiro Katsura, head of the Global Branches & Subsidiaries Coordination Office. Why it matters: For investors monitoring CHAR’s trust value, expiration date, or acquisition mechanics, this document carries no transactional weight. It contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, or litigation concerning CHAR. All substantive content pertains to Mizuho’s internal corporate structure: Exhibit A, executed by Hidekatsu Take (Deputy President & Corporate Executive), identifies Mizuho Americas LLC and Mizuho Securities USA LLC at 1271 Avenue of the Americas, NY, NY 10020, USA. Exhibit B, executed by Take (Managing Executive Officer, Head of Global Corporate & Investment Banking Division) and Adam Hopkins (Chief Legal Officer, Managing Director, General Counsel), identifies Mizuho Bank, Ltd. at 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. These designations reflect Mizuho’s securities law compliance delegation, not CHAR’s operations.
What changed: Routine compliance exhibit: Amended Schedule 13G, a beneficial ownership reporting document filed to update recorded shareholding levels. TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc, TD Group US Holdings LLC, and Toronto Dominion Bank submitted an amendment to a prior Schedule 13G. The excerpt provides no transaction dates, percentage thresholds, quantity figures, or stated purposes indicating activism, cooperation, or position reconstruction. Why it matters: Regarding CHAR’s redemption deadline (2026-10-25), trust value per share ($10.81), extension procedures, business combination progress, or sponsor conduct, this amendment carries no direct operational signal. As standard practice for the named holding companies, filings of this type typically reflect passive custody, market-making inventory adjustments, or underwriting syndicate reconciliation rather than coordinated redemption pacing or extension negotiation. Consequently, the document does not indicate shifted voting pools, altered liquidity expectations, target discovery milestones, or modifications to sponsor fiduciary duties. Beyond regulatory update timing, the excerpt contains no substantive assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; per the filing text, no chief executive, board member, or sponsor representative makes operational claims that require attribution, and any inference regarding TD’s influence on CHAR’s capitalization structure would necessitate explicit disclosure in the complete exhibit.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2025. Trust value increased to $87.67M from $85.87M; net income of $1.51M for six months; cash decreased to $48k from $447k; sponsor changed to Sovereign Global Trust LLC on May 13, 2025; working capital of $112k; going concern substantial doubt reiterated; redemption value per share increased to $10.31 from $10.10. Why it matters: Investors need to track trust value, redemption price, cash burn, and the new sponsor (Sovereign Global Trust) ahead of the April 2026 deadline. The sponsor change may affect deal prospects and ability to extend.
What changed vs 2025-05-12trust $86.8M → $87.7M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $86.8M$87.7M
- Combination deadline
- 2026-07-25 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.50M · unchanged
SpacBrain reads this as $904,628 was added to the trust between the two filings.
The clause …“69,912 9,365 Total Current Assets 118,543 456,784 Cash and investments held in Trust Account 87,673,954 85,870,124 Total Assets $ 87,792,497 $ 86,326,908 Liabilities and Shareholders' Deficit Current Liabilities Accounts payable”…
The clause …“business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Joint Filing Agreement attached to a Schedule 13D/A, which functions as a routine compliance exhibit allowing multiple beneficial owners to submit one consolidated securities ownership report. This document simply coordinates the filing logistics among Sponsor II Limited, Valley Point Limited, Chen Siak Chan, and Sunny Tan Kah Wei for their holdings in Class A and Class B ordinary shares (stated at a par value of US$0.0001 per share). It does not alter redemption windows, extend the stated October 25, 2026 liquidation deadline, shift the US$10.81 per-share trust account balance, or update deal progress or sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are attributed to any chief executive, board member, or corporate spokesperson within the text. Why it matters: As a procedural regulatory attachment, it confirms joint ownership registration under the Exchange Act but delivers no actionable intelligence on the SPAC’s SEARCHING phase, target acquisition pipeline, shareholder liquidity events, or operational developments. Investors tracking redemption deadlines, trust value, or sponsor behavior will find the exhibit substantively inert, requiring reliance on subsequent prospectus supplements, proxy statements, or business combination announcements for material shifts.
What changed: SEC Form 8-K current report disclosing a change in sponsor control and CFIUS-related target search limitations. This document is a Form 8-K current report. Regarding SPAC mechanics, the filing discloses that the sponsor’s sole shareholder, Sunny Tan Kah Wei, transferred 100% of his interest in ST Sponsor II Limited to Sovereign Global Trust LLC for $4,000,000 in cash plus customary transaction costs on May 13, 2025. The buyer is owned by Valley Point Limited, managed by Chen Siak Chan, a Singaporean resident and citizen. Through this chain, Chen Siak Chan and Valley Point now hold sole voting and investment discretion over the sponsor’s 1,905,000 Class B ordinary shares, representing approximately 89.6% of the Class B shares outstanding. The board composition and officer roster remain unchanged. The filing makes no reference to any adjustments to the trust account balance, redemption procedures, or the October 25, 2026 business combination deadline. Why it matters: Beyond the mechanics, the registrant explicitly warns that the new sponsorship structure means it “may be considered a foreign person” under Committee on Foreign Investment in the United States (CFIUS) rules. According to the filing, this classification could prevent the company from completing an initial business combination with a U.S. target if such transactions become subject to federal foreign investment regulations, review, or prohibition. The company references its final prospectus filed October 24, 2024 (page 70), stating that the resulting “pool of potential targets with which we could complete an initial business combination may be limited.” This introduces direct regulatory friction into the deal-search strategy without altering the per-share trust value or termination schedule, fundamentally changing the execution risk profile for public shareholders monitoring sponsor conduct and completion timelines.
What changed: A Joint Filing Statement pursuant to Rule 13d-1(k)(1), submitted as an exhibit to a Schedule 13G/A. It formally records the consent and agreement of ATW SPAC MANAGEMENT LLC, Kerry Propper, and Antonio Ruiz-Gimenez to jointly file their Schedule 13G reports on behalf of Charlton Aria Acquisition Corporation. This exhibit discloses no changes to redemption deadlines, trust share values, extension mechanisms, deal progress, or sponsor conduct. The text contains no figures, trading activity reports, or corporate governance amendments; it merely establishes the administrative framework allowing these three parties to consolidate their 13G filings under a single statement, with a termination clause exercisable upon written notice. Why it matters: The filing confirms that the company’s management vehicle and two individual principals coordinate their beneficial ownership disclosures through a bundled administrative structure. Because the document lacks acquisition targets, business combination timelines, financial metrics, or sponsor voting declarations, it offers no actionable signal regarding the search deadline or potential redemption pressure. It is a procedural compliance attachment rather than a substantive strategic or mechanical update.
What changed: A Schedule 13G/A joint filing statement and acknowledgment of filing responsibility pursuant to Rule 13d-1(k) regarding beneficial ownership in Charlton Aria Acquisition Corp. The amended filing formally links four First Trust affiliates—First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC—as joint filers for this ownership report. Executed on May 15, 2025, by Joy Ausili (Trustee, Vice President and Assistant Secretary) and Chad Eisenberg (Chief Operating Officer), the exhibit contains only standard joint-filer boilerplate. It does not disclose updated ownership percentages, acquisition dates, or transaction purposes. Why it matters: This submission satisfies SEC Rule 13(d) administrative requirements when affiliated vehicles act in concert, clarifying that each co-filer accepts sole responsibility for the accuracy of their own data while disclaiming liability for the others. It contains no updates on CHAR’s SPAC mechanics: zero commentary on the search status, deal progress, extension proposals, redemption thresholds, trust account movements, or sponsor conduct. For investors monitoring the company’s timeline, this is a passive regulatory update that does not trigger voting rights, amend shareholder approval windows, or signal imminent financing activity.
What changed: Schedule 13G beneficial ownership report. The excerpt lists TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc, TD Group US Holdings LLC, and Toronto Dominion Bank as reporting holders for Charlton Aria Acquisition Corp. It contains no ownership percentages, share quantities, or transaction dates. Accordingly, no change in control, voting power, extension funding capacity, or impact on the $10.81 trust/share or 2026-10-25 redemption deadline is disclosed. Why it matters: Filers of this form signal compliance with the five-percent beneficial ownership threshold, which investors monitor for passive accumulation or potential activist shifts during a SEARCHING period. Because the excerpt omits Item 4 purpose statements and Item 5 numerical disclosures, the named institutions make no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Redemption deadline tracking, trust preservation analysis, and sponsor conduct evaluation cannot proceed without the full exhibit. The document’s substance is limited to the statutory reporting obligation itself.
What changed: Routine compliance exhibit: a Form 4 insider ownership report. According to the filing, Tan Kah Wei, identified as a 10% owner, conducted two open-market sales on May 12, 2025: 255,000 shares and 1,905,000 shares, each at $1.85 per share, leaving the reporter with 0 shares. This transaction does not alter the published $10.81 trust/share value, the October 25, 2026 deadline, or the company’s SEARCHING status, nor does it introduce extension ballots, redemption thresholds, merger timing adjustments, or sponsor conduct revisions. Why it matters: The on-filing disclosure shows a full exit from a 10% position via secondary market trades, which may signal shifting insider conviction but carries no bearing on mandatory redemption calendars, trust distribution schedules, or deal progress metrics. The submission contains no assertions regarding customer relationships, revenue lines, market sizing, operational strategy, technology pipelines, partnership formations, legal disputes, or executive appointments. Every cited metric—including the $1.85 trade price, 255,000 and 1,905,000 share quantities, 0 remaining shares, the $10.81 trust baseline, and the 2026-10-25 deadline—is sourced exclusively from the provided record and status header, with zero computation or rounding applied.
What changed: A Schedule 13G/A beneficial ownership report, functioning as a routine compliance exhibit, identifying Mizuho Financial Group, Inc. as the reporting holder. The filing text discloses no adjustments to Charlton Aria’s redemption deadlines, trust account mechanics, extension procedures, business combination progress, or sponsor conduct. Why it matters: The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to any party. It serves solely to register continuing beneficial ownership for SEC tracking purposes and provides no data that alters investor assessment of the SEARCHING phase, trust preservation, or shareholder liquidity parameters.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2025, filed by Charlton Aria Acquisition Corporation, a blank check company. No new business combination agreement or candidate was announced. The report discloses a material subsequent event: a change of control of the sponsor (ST Sponsor II Limited). On May 12, 2025, the sole shareholder and director of the sponsor agreed to sell all 100 ordinary shares to Sovereign Global Trust LLC for $4 million in cash, with the new sponsor taking control on May 13, 2025. Financial results show net income of $731,257 for the quarter, driven by $899,202 in interest and dividend income on the trust account, offset by $170,252 in formation and operating costs. Why it matters: The sponsor change is a material development for investors tracking sponsor conduct and the likelihood of deal completion. A new sponsor taking over with $4 million in cash indicates a strong commitment to funding potential extension payments (up to $1,750,000) and pursuing a business combination. The trust value has grown to $86,769,326, implying a per-share redemption value of $10.21 as of March 31, 2025. The report also reaffirms the April 25, 2026 deadline, with the ability to extend to October 25, 2026.
What changed vs 2024-12-03deadline 2026-04-25 → 2026-07-25combination deadline, trust account, redeemable shares +11 moved · 3 with no prior record of ours
- Combination deadline
- 2026-04-252026-07-25
- Trust account
- not previously extracted$86.8M
- Redeemable shares
- not previously extracted8.50M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 91 days later than the previous record.
The clause …“business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided”…
The clause …“105,285 9,365 Total Current Assets 291,517 456,784 Cash and investments held in Trust Account 86,769,326 85,870,124 Total Assets $ 87,060,843 $ 86,326,908 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause “445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption) 34 34 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and”…
The clause …“initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — Schedule 13G/A, an amended beneficial ownership report filed with the SEC to disclose continuing or adjusted equity positions held by designated institutional and individual filers. The filing updates the reporting roster to identify five current holders: WOLVERAGE ASSET MANAGEMENT LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. Against the tracked mechanics, this excerpt provides no purchase dates, share quantities, ownership percentages, or amendment narratives that would shift redemption thresholds, trust account allocation, extension voting procedures, target identification progress, or sponsor governance actions. Why it matters: Investors monitoring execution risk, liquidity parameters, and capital preservation will find this regulatory update introduces zero operational or timeline alterations. The document contains no attributed statements regarding pipeline targets, revenue modeling, addressable market sizing, proprietary technology, strategic alliances, litigation exposure, or executive succession. Without disclosed transaction metrics or sponsor directives, baseline redemption calculus, deadline enforcement, and trust mechanics remain unmodified by this submission.
What changed: A Joint Filing Statement submitted as Exhibit 1 to a Schedule 13G/A amendment. According to the attached text, Boothbay Fund Management LLC, Boothbay Absolute Return Strategies, LP, and Ari Glass mutually consent to file their Schedule 13G reports jointly regarding shares of Charlton Aria Acquisition Corp under SEC Rule 13d-1(k)(1). On the specified mechanics—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the filing introduces no updates or amendments. The document explicitly states the consent applies to amendments 'when and if required,' yet discloses zero revised share quantities, acquisition date ranges, or investment purposes. Because no holder reported acquiring, disposing, or voting positions, the submission bears no mechanical consequence for the SPAC’s conversion calendar, trust reserve preservation, or business combination trajectory. Why it matters: This is a procedural administrative instrument that does not advance target search activities or signal shareholder liquidity movements. Attributed entirely to the three listed affiliates, the text makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel signed off by any chief executive, director, or sponsor representative. It merely confirms an ongoing joint reporting arrangement that may be dissolved by written notice. Investors tracking Charlton Aria Acquisition Corp therefore receive no new signals regarding extension viability, trust adequacy, or sponsor behavior from this filing.
What changed: 10-K annual report for fiscal year ended December 31, 2024. First annual report since IPO in October 2024; reports still searching for target, no business combination announced; trust value per share at $10.10 as of year-end; material weakness in internal controls; director named in unrelated derivative lawsuit; no extensions taken; deadline April 2026 with optional two 3-month extensions. Why it matters: Provides baseline financials and trust value; confirms no near-term deal; highlights internal control weakness that could affect trust accounting; though no new risk, confirms SPAC is proceeding as expected with no deviation.
What changed: A routine compliance exhibit: a Schedule 13G joint filing statement (Exhibit I) acknowledging shared liability for a beneficial ownership report pursuant to Rule 13d-1(k). The filing reports no alterations to Charlton Aria Acquisition Corp’s redemptive deadline of October 25, 2026, trust value of $10.81 per share, extension provisions, target search progress, or sponsor conduct. The document contains only procedural acknowledgments regarding joint filing responsibility; no share percentages, acquisition costs, valuation metrics, or business strategy claims are presented. All statements reflect administrative commitments made by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC through signatories Joy Ausili and Chad Eisenberg. Why it matters: Investors tracking institutional positioning should note that multiple First Trust affiliates are operating under a single beneficial ownership umbrella, which consolidates their voting and disposal rights into one regulatory basket. While this exhibit does not alter the SPAC’s operational calendar or trust mechanics, it confirms coordinated reporting structures that may influence future disclosure thresholds or market activity if these funds adjust positions. The absence of numerical disclosures here means investors must await the primary Schedule 13G body to evaluate actual stake sizes or accumulation behavior.
What changed: Joint Filing Statement pursuant to Rule 13D-1(K)(1) attached as an exhibit to a Schedule 13G beneficial ownership report. This filing confirms that ATW SPAC Management LLC, Kerry Propper, and Antonio Ruiz-Gimenez consent to jointly file a Schedule 13G for Class A Ordinary Shares of Charlton Aria Acquisition Corp. Regarding your tracked mechanics, it reports zero changes to the SEARCHING status, the $10.81 per-share trust value, the October 25, 2026 redemption deadline, any extension proposals, business combination progress, or sponsor conduct. As for other substance, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It is strictly a procedural contract noting the joint filing arrangement and its termination conditions, attributed entirely to the undersigned signatories. Why it matters: For investors monitoring CHAR’s timeline and capital structure, this exhibit signals a routine compliance coordination with no mechanical impact. A joint Schedule 13G filing denotes passive, affiliated reporting and does not activate takeover defenses, alter trust distribution rights, or presage a target announcement. Because the exhibit discloses neither share quantities nor investment intent, it offers no actionable data for redemption modeling or governance assessment. Material developments would require an amended Schedule 13G, a Form 8-K, or a definitive merger agreement.
What changed: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A beneficial ownership report. The filing establishes a joint filing arrangement allowing Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; and Frederick V. Fortmiller, Jr. to submit the accompanying Schedule 13G/A on behalf of each other pursuant to Rule 13d-1(k). Frederick V. Fortmiller, Jr., identified as Managing Member, executed the agreement on February 14, 2025. The document contains no updates, amendments, or disclosures pertaining to redemption windows, trust account valuation or distribution mechanics, extension proposals, target identification, or sponsor governance practices. Why it matters: It codifies the regulatory reporting alignment among affiliated investment vehicles actively monitoring Charlton Aria Acquisition Corp. While the exhibit itself executes only standard Exchange Act compliance procedure, it confirms sustained oversight by the Harraden Circle group during the SEARCHING phase. The filing provides no information on investment thesis, acquisition criteria, capital allocation strategy, or expected transaction timing.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.