Form 8-K

8-K — Charlton Aria Acquisition Corp

Accession: 0001213900-26-048040

Filed: 2026-04-27

Period: 2026-04-17

CIK: 0002024459

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0287831-8k_charlton.htm (Primary)

EX-10.1 — PROMISSORY NOTE, DATED APRIL 23, 2026, ISSUED BY THE COMPANY TO THE SPONSOR (ea028783101ex10-1.htm)

EX-10.2 — PROMISSORY NOTE, DATED APRIL 17, 2026, ISSUED BY THE COMPANY TO THE SPONSOR (ea028783101ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 27, 2026 (ea028783101ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-17

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CHAR:ClassOrdinarySharesParValue0.0001PerShareMember

2026-04-17

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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 9th 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

EX-10.1 — PROMISSORY NOTE, DATED APRIL 23, 2026, ISSUED BY THE COMPANY TO THE SPONSOR

EX-10.1

Filename: ea028783101ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: US$850,000

Dated: April 23, 2026

New York, New York

FOR VALUE RECEIVED, Charlton Aria Acquisition

Corporation (the “Maker” or the “Company”) promises to pay to the order of ST Sponsor II Limited, or

his assignees or successors in interest (the “Payee”), the principal sum of Eight Hundred Fifty Thousand U.S. Dollars

(US$850,000), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available

funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the

“Note”).

1. Principal. The principal balance of this Note shall

be payable by the Maker to the Payee upon the earlier of (such date, the “Maturity Date”): (a) the date on which the

Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below))

(a “Business Combination”), and (b) the date of the liquidation of the Maker. The principal balance may be prepaid

at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any

officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Conversion Rights. The Payee has the right, but not

the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting

of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share, as described in the Prospectus

of the Maker (File Number 333-282313) (the “Prospectus”), by providing the Maker with written notice of its intention

to convert this Note at least two business days prior to the closing of a Business Combination. The number of Units to be received by

the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount

payable to such Payee by (y) $10.00.

(a) Fractional Units. No fractional Units will be issued

upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee

in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units.

(b) Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert

this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such

closing date. At its expense, the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business

Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates

for the number of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable

state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units

as described herein.

be converted into such Units.

3. Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided,

that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term

United States Treasury Bill rate, from the Maturity Date until the day on which all sums due are received by the Payee.

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred

in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and

expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall constitute an event of default (each, an “Event

of Default”):

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant

to this Note more than 5 business days of the Maturity Date.

(b) Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable

bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession

by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial

part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay

its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing

a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its

property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect

for a period of 60 consecutive days.

(d) Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations

under this Note.

(e) Cross Default. Any present or future indebtedness of the Maker in respect of moneys borrowed

or raised becomes (or becomes capable of being declared) due and payable prior to its stated maturity by reason of any event of default,

or any such indebtedness is not paid when due or, as the case may be, within any applicable grace period.

(f) Enforcement Proceedings. A distress, attachment, execution or other legal process is levied or

enforced on or against any assets of the Maker which is not discharged or stayed within 30 days.

(g) Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations

under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.

6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payee may, by

written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note,

and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice

of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same

to the contrary.

(b) Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof,

the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately

become due and payable, in all cases without any action on the part of the Payee.

7. Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for

any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision

or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes

so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note

received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder.

8. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment

for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections

in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of

any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,

from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time

for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any

writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

9. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance,

performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard

to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or

modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications

that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,

guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For

the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks

are open in China and New York for general banking business.

10. Notices. All notices, statements or other documents which are required or contemplated by this

Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service

to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii)

by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii)

by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such

party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally,

(b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an

overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified

mail.

11. Construction. This Note shall be construed and enforced in accordance with the laws of New York,

without regard to conflict of law provisions thereof.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating

the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable

such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)

in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the

sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus

filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby

agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom

for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than

Trust Account Funds, if any.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and

only with, the written consent of the Maker and the Payee.

14. Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for

the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations

under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion

of its rights under this Note.

[signature page follows]

The Parties, intending to be legally bound hereby,

have caused this Note to be duly executed by the undersigned as of the day and year first above written.

Charlton Aria Acquisition Corporation

By:

/s/ Jung Min Lee

Name:

Jung Min Lee

Title:

CEO and Interim CFO

ST Sponsor II Limited

By: Sovereign Global Trust LLC, Director

By:

/s/ Chen Siak Chan

Name:

Chen Siak Chan

Position:

Manager, Sovereign Global Trust LLC

[signature page to the promissory note]

EX-10.2 — PROMISSORY NOTE, DATED APRIL 17, 2026, ISSUED BY THE COMPANY TO THE SPONSOR

EX-10.2

Filename: ea028783101ex10-2.htm · Sequence: 3

Exhibit 10.2

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: US$500,000

Dated: April 17, 2026

New York, New York

FOR VALUE RECEIVED, Charlton Aria Acquisition

Corporation (the “Maker” or the “Company”) promises to pay to the order of ST Sponsor II Limited, or

his assignees or successors in interest (the “Payee”), the principal sum of up to US$500,000 [FIVE HUNDRED THOUSAND

U.S. DOLLARS] (the “Outstanding Principle Balance”), evidencing such working capital loans (the “Loans”)

provided from time to time by the Payee, on the terms and conditions described below. The Loans may be drawn against this note (the “Note”)

at such time and in such amount, subject to the Cap, at the request of the Company. Loans may be advanced by the Payee by wire transfer

of immediately available funds to an account designated by the Company or, with the written consent of the Company, by direct payment

to third-party vendors or creditors on behalf of the Company, or by such other means as the parties may agree in writing. The Payee

and the Company shall maintain records of all such advances, including the amount, date, and manner of each advance.

1. Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the

earlier of (such date, the “Maturity Date”): (a) the date on which the Maker consummates a business combination or

merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”),

and (b) the date of the liquidation of the Maker. The principal balance may be prepaid at any time prior to the Maturity Date without

penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the

Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Conversion Rights. The Payee has the right, but not the obligation, to convert this Note, in whole

or in part, into private units (the “Units”) of the Maker, each consisting of one Class A ordinary share, one right

to receive one-eighth of one Class A ordinary share, as described in the Prospectus of the Maker (File Number 333-282313) (the

“Prospectus”), by providing the Maker with written notice of its intention to convert this Note at least two business

days prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion

shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

(a) Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any

fractional Units to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted principal

balance of this Note that would otherwise be converted into such fractional Units.