Charlton Aria Acquisition Corp-A 2026年季度报告

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) 221 W 9th St, #848Wilmington, Delaware 19801(Address of principal executive offices and zip code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe 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 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: 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 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 2,125,000of 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 INFORMATION1Item 1. FINANCIAL STATEMENTS (UNAUDITED)1Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited)1Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)2Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025(Unaudited)3Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)4Notes to Unaudited Financial Statements5Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS19Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK24Item 4. CONTROLS AND PROCEDURES25PART II – OTHER INFORMATION26Item 1. LEGAL PROCEEDINGS26Item 1A. RISK FACTORS26Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTEREDSECURITIES26Item 3. DEFAULTS UPON SENIOR SECURITIES26Item 4. MINE SAFETY DISCLOSURES26Item 5. OTHER INFORMATION26Item 6. EXHIBITS26SIGNATURES27 PART I – FINANCIAL INFORMATION The accompanying notes are an integral part of these unaudited financial statements. CHARLTON ARIA ACQUISITION CORPORATIONSTATEMENTS OF OPERATIONS(Unaudited) CHARLTON ARIA ACQUISITION CORPORATIONSTATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025(Unaudited) CHARLTON ARIA ACQUISITION CORPORATIONSTATEMENTS OF CASH FLOWS(Unaudited) The accompanying notes are an integral part of these unaudited financial statements. CHARLTON ARIA ACQUISITION CORPORATIONNOTES TO UNAUDITED FINANCIAL STATEMENTS Note1—Organization, Business Operation and Going Concern Consideration Charlton Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March22,2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange,asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one ormore businesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business willnot be limited to a particular industry or geographic location. The Company has elected December31 as its fiscal year end. As of June 30, 2026, the Company had not commenced any operations. For the period from March22, 2024 (inception) through June30, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering(the “IPO”) and the search for a target for a business combination. The Company will not generate any operating revenu