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”). The Company intends to use the cash from the proceeds of its Initial Public Offering (IPO) and the sale of its shares, debt or a combination of cash, equity and debt to effectuate the Business Combination.

Initial Public Offering

On October 25, 2024, the Company consummated its 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, generating 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.

The Company also issued 75,000 Class A Ordinary Shares to Clear Street LLC, the representative of the underwriters of the IPO, as part of the underwriting compensation.

Since the IPO, the Company’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates and preparing for the consummation of a Business Combination. The Company has not generated any revenue and has incurred losses since inception from incurring formation and operating costs.

Recent Developments

In November 2024, the underwriters exercised a portion of the over-allotment option, purchasing 1,000,000 additional Units and generating gross proceeds of $10,000,000. Simultaneously, the Company completed a private placement sale of 15,000 additional Private Placement Units to the Sponsor, generating gross proceeds of $150,000.

Also in November 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 only activities from March 22, 2024 (inception) to June 30, 2024 were organizational activities, those necessary to prepare for the IPO, and identifying a target company for a Business Combination. The Company incurred a net loss of $15,833 for the three months ended June 30, 2024 and a net loss of $15,853 for the period from March 22, 2024 (inception) through June 30, 2024, all of which consisted of formation and operating costs.

Liquidity and Capital Resources

The Company’s liquidity needs up to June 30, 2024 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $500,000.

Following the closing of the IPO and sale of the Private Placement Units on October 25, 2024, a total of $75,187,500 was placed in the Trust Account, and the Company had $576,299 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.

The Company intends to use the funds held outside the Trust Account to primarily identify and evaluate target businesses, perform business due diligence, and structure, negotiate and complete an initial Business Combination. The Company believes it will not need to raise additional funds to meet the expenditures required for operating its business prior to the Business Combination.

Contractual Obligations

The Company has granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional 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 issued upon conversion of Working Capital Loans, will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024.

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 and 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.