Charlton Aria gets $500K convertible sponsor loan

Q: What financing agreement did CHAR enter into on August 25, 2026?

Charlton Aria Acquisition Corp entered into an unsecured Working Capital Note with its sponsor, ST Sponsor II Limited, permitting the sponsor to provide up to US$500,000 in working capital loans. The note is payable upon the earlier of the initial business combination or the company’s liquidation.

Q: What is the maximum principal amount of the new Working Capital Note for CHAR?

The Working Capital Note permits loans of up to US$500,000. Under the company’s prospectus, no more than $3,000,000 in aggregate principal amount of notes issued to the sponsor may be converted into private units of Charlton Aria Acquisition Corp.

Q: Does the CHAR Working Capital Note bear interest?

The Working Capital Note does not bear regular interest. However, any overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate. All outstanding amounts are due on the earlier of Charlton Aria Acquisition Corp’s initial business combination or its liquidation.

Charlton Aria Acquisition Corp (CHAR) entered into a new working capital financing arrangement with its sponsor, ST Sponsor II Limited.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Charlton Aria Acquisition Corp (CHAR) entered into a new working capital financing arrangement with its sponsor, ST Sponsor II Limited. On August 25, 2026, the company issued an unsecured Working Capital Note allowing the sponsor to lend up to US$500,000 for working capital. The note bears no interest except default interest at the prevailing short-term U.S. Treasury Bill rate and is payable on the earlier of the company’s initial business combination or its liquidation. At the sponsor’s option, amounts under the note may be converted into private units, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, at a $10.00 per unit conversion price, subject to an aggregate cap of $3,000,000 in convertible sponsor notes under the prospectus. Any units issued on conversion will be restricted from transfer, with limited exceptions, until completion of the initial business combination and will have registration rights.

Insights

Analyzing...

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Working Capital Note principal amount: US$500,000 Conversion price per private unit: $10.00 per unit Aggregate cap on convertible sponsor notes: $3,000,000 +1 more

4 metrics

Working Capital Note principal amount US$500,000 Maximum working capital loans available to the company under the note

Conversion price per private unit $10.00 per unit Price at which the sponsor may convert the Working Capital Note into private units

Aggregate cap on convertible sponsor notes $3,000,000 Maximum aggregate principal amount of notes to the sponsor that may be converted into units under the prospectus

Equity right per unit One-eighth of one Class A ordinary share Each unit includes one right to receive one-eighth of one Class A ordinary share

Key Terms

Working Capital Note, initial business combination, registration rights, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

Working Capital Note financial

"issued to ST Sponsor II Limited, the sponsor of the Company (the “Sponsor”), an unsecured promissory note in the principal amount of up to US$500,000 (the “Working Capital Note”)"

initial business combination financial

"amounts outstanding thereunder are payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

registration rights regulatory

"The Units (and the underlying securities) issuable upon conversion of the Working Capital Note, if any, ... are entitled to registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Working Capital Note was issued to the Sponsor in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

default interest financial

"The Working Capital Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate"

Default interest is an extra, higher interest rate that kicks in when a borrower fails to make required payments or otherwise breaches loan terms. Think of it as a penalty interest or late fee that increases the cost of unpaid debt, causing overdue balances to grow faster. Investors care because default interest raises potential recoveries, affects cash flow timing, and signals heightened credit risk that can change a loan or bond's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did CHAR enter into on August 25, 2026?

Charlton Aria Acquisition Corp entered into an unsecured Working Capital Note with its sponsor, ST Sponsor II Limited, permitting the sponsor to provide up to US$500,000 in working capital loans. The note is payable upon the earlier of the initial business combination or the company’s liquidation.

What is the maximum principal amount of the new Working Capital Note for CHAR?

The Working Capital Note permits loans of up to US$500,000. Under the company’s prospectus, no more than $3,000,000 in aggregate principal amount of notes issued to the sponsor may be converted into private units of Charlton Aria Acquisition Corp.

Does the CHAR Working Capital Note bear interest?

The Working Capital Note does not bear regular interest. However, any overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate. All outstanding amounts are due on the earlier of Charlton Aria Acquisition Corp’s initial business combination or its liquidation.

Can the CHAR Working Capital Note be converted into equity?

Yes. At the sponsor’s option, the Working Capital Note may be converted, in whole or in part, into private units at a $10.00 per unit conversion price. Each unit consists of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, within a $3,000,000 aggregate conversion cap.

When are units issued from the CHAR Working Capital Note transferable?

Any units (and underlying securities) issued upon conversion of the Working Capital Note generally may not be transferred or sold by the sponsor until completion of Charlton Aria Acquisition Corp’s initial business combination, subject to certain limited exceptions. These securities are also entitled to registration rights.

Under what securities law exemption was the CHAR Working Capital Note issued?

The Working Capital Note was issued to the sponsor in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933, as amended. This provision covers certain transactions not involving a public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 08/27/2026 - 04:11 PM EDT Accepted by SEC EDGAR 08/27/2026 - 04:10 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026  (August 25, 2026)

CHARLTON ARIA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42386	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

221 W 9^th St #848

Wilmington, DE 19801

(Address of principal executive offices)

(302) 319-3177

( Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name 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 share	CHARU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CHAR	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-eighth of one Class A ordinary share	CHARR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The disclosures set forth under Item 2.03 are incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On August 25, 2026, Charlton Aria Acquisition Corporation (the “Company”) issued to ST Sponsor II Limited, the sponsor of the Company (the “Sponsor”), an unsecured promissory note in the principal amount of up to US$500,000 (the “Working Capital Note”), pursuant to which the Sponsor may provide working capital loans to the Company.

The Working Capital Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation. At the option of the Sponsor, the Working Capital Note may be converted, in whole or in part, into private units of the Company, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share, at a conversion price of $10.00 per unit, upon written notice given at least two business days prior to the closing of the initial business combination. Under the Company’s prospectus, no more than $3,000,000 in aggregate principal amount of notes issued to the Sponsor may be converted into such units.

The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Working Capital Note was issued to the Sponsor in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Units (and the underlying securities) issuable upon conversion of the Working Capital Note, if any, (i) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company’s initial business combination and (ii) are entitled to registration rights.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Working Capital Note, dated August 25, 2026, issued by the Company to the Sponsor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Charlton Aria Acquisition Corporation

	/s/ Jung Min Lee
	Name:	Jung Min Lee
	Title:	Chief Executive Officer

Date: August 27, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 WORKING CAPITAL NOTE, DATED AUGUST 25, 2026, ISSUED BY THE COMPANY TO THE SPONSO 30.1 KB