What are the key terms of Charlton Aria’s Extension Note with its sponsor?

The Extension Note has a principal amount of $850,000 , bears no regular interest, and is unsecured. Any overdue amounts accrue default interest at the short‑term U.S. Treasury Bill rate, with principal due at the earlier of a business combination or the company’s liquidation.

How much total extension funding can Charlton Aria’s sponsor provide under its charter?

Charlton Aria’s charter permits up to two three‑month extensions if the sponsor deposits $850,000 for each. This structure allows aggregate deposits of up to $1,700,000, funding additional time for the SPAC to complete an initial business combination.

Charlton Aria (NASDAQ: CHARU) gains July 25, 2026 SPAC extension

Q: How did Charlton Aria’s sponsor fund the SPAC deadline extension?

The sponsor deposited $850,000 into Charlton Aria’s trust account on April 24, 2026. This deposit is documented through an unsecured, non‑interest‑bearing Extension Note, repayable upon a business combination or liquidation, with default interest at the short‑term U.S. Treasury Bill rate.

Q: What is the purpose of Charlton Aria’s $500,000 Working Capital Note?

The Working Capital Note allows up to $500,000 in unsecured loans from the sponsor. It partially evidences about $263,681.50 in prior advances and permits additional funding, repayable on the earlier of a business combination or liquidation, with default interest only on overdue amounts.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Charlton Aria Acquisition Corporation extended the deadline to complete its initial business combination to July 25, 2026 after its sponsor, ST Sponsor II Limited, deposited $850,000 into the trust account on April 24, 2026. Under its governing documents, the company previously had until April 25, 2026 to close a deal, with up to two three‑month extensions available if the sponsor deposits $850,000 for each extension, for a total of $1,700,000.

To fund the latest extension, the company issued an unsecured, non‑interest‑bearing Extension Note for $850,000 to the sponsor, repayable on the earlier of a business combination or liquidation, with default interest at the prevailing short‑term U.S. Treasury Bill rate. It also issued a separate unsecured Working Capital Note of up to $500,000, partially reflecting about $263,681.50 of prior sponsor advances and allowing additional loans on similar terms. Units issuable upon conversion of these notes will be restricted from transfer until completion of a business combination and will have registration rights.

Insights

Charlton Aria buys three more months via sponsor-funded notes.

Charlton Aria Acquisition Corporation secured more time to find a merger partner by extending its business combination deadline to July 25, 2026. The extension is funded by the sponsor’s $850,000 cash deposit into the trust account, evidenced by a non‑interest‑bearing promissory note.

The separate $500,000 working capital note, partly covering about $263,681.50 of prior advances, gives the company additional liquidity for deal sourcing and operating costs. Both notes are repayable only upon a successful business combination or liquidation, aligning repayment with the SPAC’s outcome.

The notes are convertible into units that are locked up until a business combination and carry registration rights, which can increase potential dilution for public holders. The impact ultimately depends on whether the company completes a transaction before the extended July 25, 2026 deadline.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Extension deposit: $850,000 New deal deadline: July 25, 2026 Prior deadline: April 25, 2026 +4 more

7 metrics

Extension deposit $850,000 Cash deposited by sponsor into trust account on April 24, 2026

New deal deadline July 25, 2026 Extended deadline to complete initial business combination

Prior deadline April 25, 2026 Original 18‑month business combination deadline under charter

Maximum extension funding $1,700,000 Total possible deposits for two three‑month extensions

Extension Note principal $850,000 Unsecured note issued April 23, 2026 to sponsor

Working Capital Note size Up to $500,000 Unsecured working capital note issued April 17, 2026

Prior sponsor advances $263,681.50 Approximate aggregate working capital advances since IPO

Key Terms

initial business combination, trust account, promissory note, blank check company, +2 more

6 terms

initial business combination financial

"has until July 25, 2026 to complete its initial business combination"

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.

trust account financial

"deposited $850,000 into the trust account, as a result of which"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

promissory note financial

"issued an unsecured promissory note dated April 23, 2026"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

blank check company financial

"is a blank check company incorporated in the Cayman Islands"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/27/2026 - 04:30 PM

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): April 17, 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)

909-214-2482

( 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 April 24, 2026, ST Sponsor II Limited (the “Sponsor”) of Charlton Aria Acquisition Corporation (the “Company”) deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination (the “Extension”).

Pursuant to the Second Amended and Restated Memorandum and Articles of Association of the Company, the Company had until April 25, 2026, or 18 months from the consummation of its initial public company to consummate its initial business combination, provided that the Company may, but is not obligated to, extend the period of time to consummate an initial business combination two times by an additional three months each time if the Sponsor and/or its designees deposit into the trust account $850,000 for each three months extension, for an aggregate of up to $1,700,000.

In connection with the Extension, the Company issued an unsecured promissory note dated April 23, 2026, in the principal amount of US$850,000 to the Sponsor (the “Extension Note”). The Extension Note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and the outstanding principal is payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.

Since the consummation of the initial public offering, the Sponsor advanced the Company in aggregate of approximately $263,681.50 as working capital. On April 17, 2026, the Company issued an unsecured promissory note to the Sponsor in the principal amount of up to US$500,000 (the “Working Capital Note”) partially evidencing the loans provided previously by the Sponsor and partially allowing the Sponsor to provide additional loans thereunder. 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.

The foregoing descriptions of the Extension Note and the Working Capital Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Extension Note and the Working Capital Note, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are 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 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Extension Note and the Working Capital Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Payee until the completion of the Company’s initial business combination and (2) are entitled to registration rights.

Item 7.01. Regulation FD Disclosure.

On April 27, 2026, the Company issued a press release announcing the Extension. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note, dated April 23, 2026, issued by the Company to the Sponsor
10.2		Promissory Note, dated April 17, 2026, issued by the Company to the Sponsor
99.1		Press release, dated April 27, 2026
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: April 27, 2026

Exhibit 99.1

Charlton Aria Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Wilmington, DE, April 27, 2026 (GLOBE NEWSWIRE) -- Charlton Aria Acquisition Corporation (Nasdaq: CHARU), a Cayman Islands exempted company (the “Company”) today announced that on April 24, 2026, ST Sponsor II Limited (the “Sponsor”) of the Company deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination (the “Extension”).

About Charlton Aria Acquisition Corporation

Charlton Aria Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.

Contact Information:

Charlton Aria Acquisition Corp.

Mr. Jung Min Lee
Chairman, Chief Executive Officer, and Director
221 W 9th St #848
Wilmington, DE 19801
Email: jmlee@charltonaria.com

Source: View Original Filing on SEC EDGAR

FAQ

What deadline did Charlton Aria Acquisition Corporation (CHAR) secure for its initial business combination?

Charlton Aria extended its initial business combination deadline to July 25, 2026. This new date follows a sponsor deposit of $850,000 into the trust account, using an extension right under its amended memorandum and articles of association.

What is the purpose of Charlton Aria’s $500,000 Working Capital Note?

The Working Capital Note allows up to $500,000 in unsecured loans from the sponsor. It partially evidences about $263,681.50 in prior advances and permits additional funding, repayable on the earlier of a business combination or liquidation, with default interest only on overdue amounts.

What restrictions apply to securities issuable from Charlton Aria’s extension and working capital notes?

Units and underlying securities issuable upon note conversion, if any, generally cannot be transferred or sold until the SPAC completes its initial business combination. These securities will also be entitled to registration rights under applicable agreements.

Charlton Aria (NASDAQ: CHARU) gains July 25, 2026 SPAC extension

Rhea-AI Filing Summary

Positive

Negative