Charlton Aria Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐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 IslandsNA(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)221 W 9th St, #848Wilmington, Delaware19801(Address of principal executive offices)(Zip Code) 909-214-2482(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of May 26, 2026, there were 8,546,454 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,125,000 ofthe registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiItem 1.Business.1Item 1A.Risk Factors.10Item 1B.Unresolved Staff Comments.10Item 1C.Cybersecurity.10Item 2.Properties.10Item 3.Legal Proceedings.10Item 4.Mine Safety Disclosures.11Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.12Item 6.[Reserved]12Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.12Item 7A.Quantitative and Qualitative Disclosures About Market Risk.17Item 8.Financial Statements and Supplementary Data.17Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.17Item 9A.Controls and Procedures.17Item 9B.Other Information.18Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.18Item 10.Directors, Executive Officers and Corporate Governance.19Item 11.Executive Compensation.23Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.24Item 13.Certain Relationships and Related Transactions, and Director Independence.26Item 14.Principal Accountant Fees and Services.27Item 15.Exhibit and Financial Statement Schedules.28Item 16.Form 10-K Summary.28 This report, including, without limitation, statements under the heading “Management’s Discussion