How much did ST Sponsor II Limited contribute to CHAR’s trust account for the extension?

ST Sponsor II Limited deposited $850,000 into Charlton Aria Acquisition Corporation’s trust account to fund the second three-month extension. This is the same amount required for each extension, for a potential aggregate of up to $1,700,000 across two extensions under the company’s charter.

Charlton Aria (CHAR) secures $850,000 sponsor loan to extend SPAC deadline

Q: What are the key terms of Charlton Aria (CHAR)’s $850,000 Extension Note?

Charlton Aria issued an unsecured promissory note for $850,000 to its sponsor. The note bears no regular interest, only default interest at the prevailing short-term U.S. Treasury Bill rate, and is payable at the earlier of the initial business combination or the company’s liquidation.

Q: Can the CHAR Extension Note be converted into equity, and on what terms?

At the sponsor’s option, the $850,000 Extension Note may be converted into private units at $10.00 per unit . Each unit consists of one Class A ordinary share and one right for one-eighth of a Class A share, subject to a $3,000,000 aggregate cap on convertible sponsor notes.

Q: What was Charlton Aria (CHAR)’s original deadline to complete an initial business combination?

Charlton Aria originally had until April 25, 2026 , or 18 months from its IPO consummation, to complete an initial business combination. The sponsor funded a first extension on April 24, 2026, moving this deadline to July 25, 2026 before the second extension to October 25, 2026.

Q: Under what securities law exemption was CHAR’s Extension Note issued?

The Extension Note was issued to the sponsor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 . Units and underlying securities issuable upon any conversion are restricted until completion of an initial business combination and carry registration rights.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Charlton Aria Acquisition Corporation obtained a second three-month extension to complete an initial business combination after its sponsor, ST Sponsor II Limited, deposited $850,000 into the SPAC’s trust account on August 3, 2026, moving the deadline from July 25, 2026 to October 25, 2026.

In connection with this deposit, the company issued an unsecured, non-interest-bearing promissory note for $850,000 to the sponsor, payable at the earlier of a business combination or liquidation. At the sponsor’s option, the note may be converted into private units at $10.00 per unit, subject to a $3,000,000 aggregate cap on convertible sponsor notes and transfer restrictions until completion of a business combination.

Filing Explained

The extension creates a company debt obligation now; any ownership dilution remains conditional on the sponsor converting the note into private units.

The second extension is now in effect through October 25, 2026, and the sponsor’s $850,000 deposit was paired with an unsecured promissory note that the company must repay under the stated terms.

The note carries no interest except on overdue amounts, which accrue default interest at the prevailing short-term U.S. Treasury Bill rate. The filing therefore establishes a debt obligation now rather than a completed issuance of the private units described in the conversion provision.

If the sponsor elects conversion, each private unit would include one Class A ordinary share and one right to receive one-eighth of a Class A ordinary share. Issuing those additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The note and any underlying securities were issued or would be issued without registration under the cited private-placement exemption; the units and underlying securities generally cannot be transferred or sold by the sponsor until completion of the initial business combination, while registration rights apply.

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 completion deadline: October 25, 2026 Previous deadline: July 25, 2026 +4 more

7 metrics

Extension deposit $850,000 Deposited by ST Sponsor II Limited into the trust account on August 3, 2026 for the second three-month extension

New completion deadline October 25, 2026 Date by which the company must complete its initial business combination after the second extension

Previous deadline July 25, 2026 Business combination deadline after the first extension funded on April 24, 2026

Original deadline April 25, 2026 Initial 18-month deadline from the IPO consummation to complete an initial business combination

Maximum extension funding $1,700,000 Aggregate amount if the sponsor funds two three-month extensions at $850,000 each

Conversion price $10.00 per unit Price at which the sponsor may convert the $850,000 Extension Note into private units

Convertible notes cap $3,000,000 Maximum aggregate principal amount of sponsor notes that may be converted into private units

Key Terms

initial business combination, trust account, unsecured promissory note, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

initial business combination financial

"extending the date by which the Company must complete its initial business combination from July 25, 2026"

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

"ST Sponsor II Limited deposited $850,000 into the trust account in respect of the second three-month extension"

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.

unsecured promissory note financial

"the Company issued an unsecured promissory note dated July 31, 2026, in the principal amount of $850,000"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

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

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

registration rights regulatory

"The Units issuable upon conversion of the Extension Note ... 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.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/05/2026 - 08:34 AM Accepted by SEC EDGAR 08/05/2026 - 08:33 AM

FAQ

What deadline extension did Charlton Aria Acquisition Corporation (CHAR) announce?

Charlton Aria Acquisition Corporation extended its deadline to complete an initial business combination from July 25, 2026 to October 25, 2026. The extension followed an $850,000 deposit by its sponsor, ST Sponsor II Limited, into the SPAC’s trust account on August 3, 2026.

What are the key terms of Charlton Aria (CHAR)’s $850,000 Extension Note?

Charlton Aria issued an unsecured promissory note for $850,000 to its sponsor. The note bears no regular interest, only default interest at the prevailing short-term U.S. Treasury Bill rate, and is payable at the earlier of the initial business combination or the company’s liquidation.

Can the CHAR Extension Note be converted into equity, and on what terms?

At the sponsor’s option, the $850,000 Extension Note may be converted into private units at $10.00 per unit. Each unit consists of one Class A ordinary share and one right for one-eighth of a Class A share, subject to a $3,000,000 aggregate cap on convertible sponsor notes.

What was Charlton Aria (CHAR)’s original deadline to complete an initial business combination?

Charlton Aria originally had until April 25, 2026, or 18 months from its IPO consummation, to complete an initial business combination. The sponsor funded a first extension on April 24, 2026, moving this deadline to July 25, 2026 before the second extension to October 25, 2026.

Under what securities law exemption was CHAR’s Extension Note issued?

The Extension Note was issued to the sponsor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Units and underlying securities issuable upon any conversion are restricted until completion of an initial business combination and carry registration rights.

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 5, 2026 (July 31, 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 3, 2026, ST Sponsor II Limited (the “Sponsor”) of Charlton Aria Acquisition Corporation (the “Company”) deposited $850,000 into the trust account in respect of the second three-month extension, thereby extending the date by which the Company must complete its initial business combination from July 25, 2026 to October 25, 2026 (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 offering 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-month extension, for an aggregate of up to $1,700,000. The Sponsor made the first such deposit on April 24, 2026, which extended the date by which the Company must complete its initial business combination to July 25, 2026.

In connection with the Extension, the Company issued an unsecured promissory note dated July 31, 2026, in the principal amount of $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. At the option of the Sponsor, the Extension 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 Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension 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 Extension 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 Extension 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 7.01. Regulation FD Disclosure.

On August 5, 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. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note, dated July 31, 2026, issued by the Company to the Sponsor
99.1		Press release, dated August 5, 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: August 5, 2026

Exhibit 99.1

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

Wilmington, DE, Aug. 05, 2026 (GLOBE NEWSWIRE) -- Charlton Aria Acquisition Corporation (Nasdaq: CHAR, CHARU, CHARR), a Cayman Islands exempted company (the “Company”) today announced that on August 3, 2026, ST Sponsor II Limited (the “Sponsor”) of the Company deposited $850,000 into the trust account in respect of the second three-month extension, thereby extending the date by which the Company must complete its initial business combination from July 25, 2026 to October 25, 2026 (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 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 obligation 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 Company will complete an initial business combination by October 25, 2026, 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in its subsequent filings 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

Tel: (302) 319-3177

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED AUGUST 5, 2026 5.9 KB

Agreements & Contracts

EX-10.1 PROMISSORY NOTE, DATED JULY 31, 2026, ISSUED BY THE COMPANY TO THE SPONSOR 30.6 KB