UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
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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:
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Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
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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). |
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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 | ||
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