Charlton Aria Acquisition Corp 8-K, filed Oct 22, 2026
Charlton Aria Acquisition Corp (CHAR)
About this 8-K
Charlton Aria Acquisition Corp filed this 8-K on October 22, 2026, reporting on events of October 19, 2026.
On October 19, 2026, Charlton Aria Acquisition Corporation shareholders approved extending the business-combination deadline from October 25, 2026 to October 25, 2027 through up to twelve (12) one-month extensions, each requiring the lesser of $0.03 per remaining public share or $60,000. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Trust Agreement
On October 25, 2024, Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the “Company”) consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated October 24, 2024 (the “Trust Agreement”), with the Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-282313) for the Offering.
On October 19, 2026, at the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), the Company’s shareholders approved a proposal to amend the Trust Agreement to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from October 25, 2026 until October 25, 2027, by depositing into the trust account an amount equal to $0.03 per public share remaining outstanding after redemptions, up to $60,000 per one-month extension.
The foregoing summary of the amendment to the Trust Agreement is qualified in its entirety by reference to the full text of Amendment No. 1 to the Investment Management Trust Agreement by and between the Company and the Trustee, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On October 19, 2026, the Company’s shareholders approved, by special resolution, an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from October 25, 2026 to October 25, 2027, on a month-to-month basis, for up to twelve (12) months. On October 19, 2026, the Company adopted the amendment to the Existing Charter. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 19, 2026, the Company held the Extraordinary General Meeting. An aggregate of 7,921,109 of the Company’s ordinary shares, which represents a quorum of the outstanding ordinary shares entitled to vote as of the record date of September 25, 2026, were represented in person or by proxy at the Extraordinary General Meeting.
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The following is a brief description of the final voting results for each of the proposals submitted to a vote of the shareholders at the Extraordinary General Meeting.
(1) Proposal No. 1 — Extension Proposal — To approve, as a special resolution, an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the accompanying proxy statement (the “Extension Amendment”), to give the Company the right to extend the date by which it has to consummate a business combination from October 25, 2026 (the “Termination Date”) until October 25, 2027, on a month-to-month basis (each an “Extension” and each such date, as so extended, the “Extended Date”), for a total of twelve (12) months after the Termination Date (i.e., for a total of up to thirty-six (36) months after the consummation of the Company’s initial public offering (the “IPO”)), assuming a business combination has not occurred. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,721,514 | 199,595 | 0 | N/A |
As of the close of business on October 15, 2026, stockholders holding a total of 5,725,962 public shares of Class A ordinary shares exercised and did not reverse, their right to redeem their public shares in connection with the vote upon the Extension Proposal. As a result of the foregoing, those holders will receive a payment of approximately $11.03 per share redeemed.
(2) Proposal No. 2 — Trust Agreement Amendment Proposal — To approve, as a special resolution, an amendment to the Investment Management Trust Agreement dated October 24, 2024 by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”) to allow the Company to extend the Termination Date up to twelve (12) times for an additional one (1) month each time from the Termination Date to October 25, 2027 (the “Trust Agreement Amendment”), provided that, for each one-month extension, an amount equal to $0.03 multiplied by the number of Class A ordinary shares sold to the public in the Company’s IPO and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Extension Proposal, up to $60,000 per one-month extension, is deposited into the trust account (the “Trust Account”) by the Sponsor or one or more of its affiliates or designees. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,721,514 | 199,595 | 0 | N/A |
(3) Proposal No. 3 — Adjournment Proposal — To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient tabulated votes to approve the Extension Proposal or the Trust Agreement Amendment Proposal or (ii) where the board of directors of the Company has determined that it is otherwise necessary.
The Adjournment Proposal received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,606,514 | 314,595 | 0 | N/A |
Since there were sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the Adjournment Proposal was rendered moot and was not presented at the Extraordinary General Meeting.
Item 8.01 Other Events.
On October 19, 2026, ST Sponsor II Limited (the “Sponsor”) voluntarily converted 1,464,999 shares of Class B ordinary shares of the Company they held as of such date into 1,464,999 shares of Class A ordinary shares of the Company (the “Conversion”) in accordance with the Company’s Existing Charter, as amended. With respect to shares of Class A ordinary shares that they received as result of the Conversion, the Sponsor acknowledged that such shares would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Extraordinary General Meeting described above, the Company has an aggregate of 4,579,037 Class A ordinary shares outstanding.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Company | |
| 10.1 | Amendment to the Investment Management Trust Agreement, by and between the Company and the Trustee | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
Dated: October 22, 2026
| CHARLTON ARIA ACQUISITION CORPORATION | ||
| By: | /s/ Jung Min Lee | |
| Jung Min Lee | ||
| Chief Executive Officer | ||
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Exhibit 3.1
AMENDMENTS TO THE SECOND AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
CHARLTON ARIA ACQUISITION CORPORATION
RESOLVED, as a special resolution, THAT:
The text of Article 49.7 of the Second Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced by the following:
In the event that the Company does not consummate a Business Combination within 18 months from the consummation of the IPO (or up to 24 months if such date is extended as described in the prospectus relating to the IPO), the Company may extend the period of time to consummate a Business Combination up to twelve (12) times, each by an additional one (1) month, for a total of up to twelve (12) months from October 25, 2026 to October 25, 2027 (for a total of up to thirty-six (36) months after the consummation of the IPO) to complete a Business Combination. In the event that the Company does not consummate a Business Combination by October 25, 2027 (subject to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. |
The text of Article 49.8(a) of the Second Amended and Restated Memorandum and Articles of Association of the Company be deleted in its entirety and replaced by the following:
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by the applicable deadline set forth in Article 49.7, or such later time as the Members may approve in accordance with the Articles; or |
Exhibit 10.1
AMENDMENT No. 1
TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this “Amendment”), dated as of October 20, 2026, to the Investment Management Trust Agreement, dated as of October 24, 2024 (the “Trust Agreement”), is made by and between Charlton Aria Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into the Trust Agreement;
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account (as defined in the Trust Agreement) under the circumstances described therein; and
WHEREAS, at an extraordinary general meeting of the Company held on October 19, 2026 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination up to twelve (12) times from October 25, 2026 (the “Termination Date”) to October 25, 2027, each by an additional one (1) month (each, an “Extension”), for a total of up to twelve (12) months after the Termination Date (i.e., for a total of up to thirty-six (36) months after the consummation of its initial public offering (the “IPO”)), assuming a business combination has not occurred (the “Extension Proposal”); and (ii) a proposal to amend the Trust Agreement to permit the Company to extend the Termination Date up to twelve (12) times, each by an additional one (1) month, from October 25, 2026 to October 25, 2027, provided that, the Sponsor or one or more of its affiliates or designees will deposit into the Trust Account, for each one-month extension, an amount equal to the lesser of (x) $0.03 multiplied by the number of Class A ordinary shares sold to the public in the Company’s IPO that remain outstanding after giving effect to the redemption of any such shares in connection with the vote on the Extension Proposal and (y) $60,000.
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering, (2) such a later date that the Company may extend from 24 months after the closing of the Offering up to twelve (12) times, each by an additional one (1) month, for a total of up to twelve (12) months from October 25, 2026 to October 25, 2027 (for a total of up to thirty-six (36) months after the consummation of the IPO) provided that, the Sponsor or one or more of its affiliates or designees will deposit into the Trust Account an amount equal to an amount equal to the lesser of (x) $0.03 multiplied by the number of Class A ordinary shares sold to the public in the Company’s initial public offering that remain outstanding after giving effect to the redemption of any such shares in connection with the vote on the extension proposal described in detail in the Company’s definitive proxy statement, dated October 7, 2026, and (y) $60,000, and (3) such a later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles”); provided, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date;
2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Investment Management Trust Agreement as of the date first written above.
| COMPANY: | ||
| CHARLTON ARIA ACQUISITION CORPORATION | ||
| By: | /s/ Jung Min Lee | |
| Name: | Jung Min Lee | |
| Title: | Chief Executive Officer | |
| TRUSTEE: | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | ||
| as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
[Signature Page to Amendment No. 1 to the Investment Management Trust Agreement]
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