Charlton Aria Acquisition Corporation, a special purpose acquisition company, filed its quarterly report for the period ended September 30, 2024. The company reported a net loss of $1.1 million for the three months ended September 30, 2024, and a net loss of $1.3 million for the period from March 22, 2024 (inception) through September 30, 2024. As of September 30, 2024, the company had cash and cash equivalents of $1.1 million and total assets of $1.1 million. The company’s Class A ordinary shares and Class B ordinary shares were listed on the Nasdaq Stock Market LLC under the ticker symbols CHARU and CHAR, respectively. The company has not yet completed an initial business combination and is currently in the process of identifying and evaluating potential acquisition targets.
Overview
Charlton Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).
Initial Public Offering
On October 25, 2024, the Company consummated its initial public offering (the “IPO”) of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share and one right. The Public Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000. Simultaneously, the Company completed a private placement with its sponsor, ST Sponsor II Limited, of 240,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,400,000.
Recent Developments
In November 2024, the underwriters exercised a portion of the over-allotment option, purchasing 1,000,000 additional units (the “Option Units”) and generating $10,000,000 in gross proceeds. The Company also sold an additional 15,000 Private Placement Units to the sponsor, generating $150,000 in gross proceeds.
Additionally, on November 25, 2024, the Company announced that holders of the Public Units may elect to separately trade the Public Shares and Public Rights from the Public Units, commencing on or about November 26, 2024.
Results of Operations
The Company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparation for the IPO, and identifying potential target companies for a Business Combination. The Company incurred a net loss of $315,671 for the three months ended September 30, 2024, and a net loss of $331,524 for the period from March 22, 2024 (inception) through September 30, 2024.
Liquidity and Capital Resources
As of September 30, 2024, the Company had no cash and a working capital deficit of $320,932 (excluding deferred offering costs). Upon the closing of the IPO and the Private Placement on October 25, 2024, the Company had $576,299 in cash held outside of the Trust Account, which is available for working capital purposes.
The Company intends to use the funds held outside the Trust Account to identify and evaluate target businesses, perform due diligence, and negotiate and complete a Business Combination. The Company believes it will have sufficient funds available to operate its business prior to a Business Combination, but may need to obtain additional financing to complete a Business Combination or if it becomes obligated to redeem a significant number of its Public Shares.
Contractual Obligations
The Company has granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Public Units to cover over-allotments, if any. The underwriters received a cash underwriting discount of $0.15 per Public Unit, or $1,125,000 in the aggregate, and will be entitled to a deferred fee of $0.20 per Public Unit, or approximately $1,500,000 in the aggregate, upon the consummation of a Business Combination.
The holders of the Founder Shares and Private Placement Units, including any Working Capital Units, will be entitled to registration rights pursuant to a registration rights agreement.
Critical Accounting Policies
The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
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