8-KFiled Aug 4, 8:00 PM ET

Charlton Aria Acquisition (CHAR) Extends SPAC Deadline to Oct 25, 2026

$CHAR · Charlton Aria Acquisition Corp

Research Summary

AI-generated summary of this SEC filing

Updated

Charlton Aria Acquisition (CHAR) Extends SPAC Deadline to Oct 25, 2026

What Happened

  • Charlton Aria Acquisition Corp (CHAR) announced a second three‑month extension of its deadline to complete an initial business combination from July 25, 2026 to October 25, 2026.
  • On August 3, 2026 the Sponsor, ST Sponsor II Limited, deposited $850,000 into the SPAC trust account to effect the extension. In connection with the extension, the Company issued an unsecured promissory note dated July 31, 2026 to the Sponsor in the principal amount of $850,000 (the “Extension Note”).
  • The Company issued a press release on August 5, 2026 announcing the extension.

Key Details

  • Extension mechanics: under the Company’s charter, the Sponsor may fund up to two three‑month extensions by depositing $850,000 each (aggregate up to $1,700,000); the Sponsor made the first $850,000 deposit on April 24, 2026.
  • Extension Note terms: $850,000 principal, unsecured, no interest except default interest at the prevailing short‑term U.S. Treasury Bill rate on overdue amounts; principal payable on the earlier of closing of the initial business combination or liquidation.
  • Conversion feature: at Sponsor’s option, the Extension Note may be converted (in whole or in part) into private units—each unit = one Class A ordinary share plus a right to 1/8 of a Class A share—at $10.00 per unit; conversion requires written notice at least two business days before closing.
  • Conversion cap: under the Company’s prospectus, no more than $3,000,000 in aggregate principal of notes issued to the Sponsor may be converted into such units.

Why It Matters

  • The extension gives the SPAC more time (until Oct 25, 2026) to identify and close an initial business combination, which reduces the immediate risk of liquidation at the prior deadline.
  • The Sponsor’s $850,000 deposit increases the trust account but the Company also has an $850,000 unsecured promissory obligation to the Sponsor that could convert into private units—if converted, this may increase the number of shares/units issued by the Company.
  • Investors should note the dates, the convertible note terms (conversion price and cap), and that the extension is the second of up to two permitted three‑month extensions under the charter.