Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On February 2, 2026, Mr. Robert W. Garner, then Chairman, CEO and director of Charlton Aria Acquisition Corporation ("CHAR" or the "Company") notified the board of directors (the "Board") of the Company, that he has decided to resign all the positions he held at the Company, effective immediately.

Thereafter, on February 4, 2026, Mr. Mark Chaney, a member of the Board, notified the Board, that he has decided to resign as a member of the Board, effective immediately.

Neither Mr. Garner or Mr. Chaney had no known disagreement with the Company on any matter relating to the Company's operations, policies or practices.

As of the date hereof, Ms. Yuanmei Ma, Mr. Umesh Patel and Mr. Stephen Markscheid remain members of the Board, and Ms. Ma remains as the CFO of the Company. The Board is committed to conducting a wide search to fill the positions vacated by Mr. Garner and Mr. Chaney.