Business Context and Reporting Period
Company: Charlton Aria Acquisition Corp (Cayman Islands)
Filing Type: Form 8-K (Current Report)
Report Date: April 17, 2026 (Earliest event reported); Signed April 27, 2026
Context: The Company is a Special Purpose Acquisition Company (SPAC) listed on Nasdaq (Symbols: CHARU, CHAR, CHARR). This filing reports the extension of the deadline to consummate an initial business combination and the issuance of related promissory notes to the Sponsor.
Key Financial Metrics and Obligations
Trust Account Deposit: $850,000 deposited by ST Sponsor II Limited on April 24, 2026.
New Debt Obligations:
- Extension Note: Unsecured promissory note of $850,000 issued to the Sponsor (dated April 23, 2026).
- Working Capital Note: Unsecured promissory note up to $500,000 issued to the Sponsor (dated April 17, 2026).
Existing Sponsor Advances: Approximately $263,681.50 in aggregate working capital advanced since the IPO.
Interest Terms: Notes do not bear interest unless overdue, at which point they accrue default interest at the prevailing short-term U.S. Treasury Bill rate.
Liquidity/Revenue: The filing text does not provide specific revenue, profit, or cash flow figures for the period.
Material Changes vs. Prior Period
- Extension of Deadline: The deadline to complete an initial business combination has been extended from April 25, 2026, to July 25, 2026 (an additional three months).
- Debt Structure: Formalization of prior working capital advances and new borrowing capacity via the Working Capital Note.
- Trust Account: Increase in trust account balance by $850,000 to facilitate the extension.
Outlook, Risks, and Management Commentary
Extension Mechanics: The Company may extend the combination period up to two times (total of six months) by depositing $850,000 per extension, for an aggregate maximum of $1,700,000.
Repayment Terms: Both the Extension Note and Working Capital Note are payable on the earlier of the consummation of the initial business combination or the Company's liquidation.
Equity Conversion: Units issuable upon conversion of these notes are not transferable until the completion of the initial business combination and are entitled to registration rights.
Risks: Failure to complete a business combination by the new deadline (July 25, 2026) or a subsequent extension deadline would result in liquidation.
Investor Verification Checklist
- Verify the total amount currently held in the trust account post-deposit.
- Confirm the status of the initial business combination search as of the new July 25, 2026 deadline.
- Review the full text of the Extension Note (Exhibit 10.1) and Working Capital Note (Exhibit 10.2) for specific conversion terms and covenants.
- Monitor for any further extensions, noting the $1,700,000 aggregate cap on extension payments.