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.

The Company also issued 75,000 Class A Ordinary Shares to Clear Street LLC, the representative of the underwriters, as part of the underwriting compensation. Additionally, the underwriters were granted a 45-day option to purchase up to an additional 1,125,000 units to cover over-allotments, if any.

On November 19, 2024, the underwriters exercised the over-allotment option in part and purchased 1,000,000 units, generating an additional $10,000,000 in gross proceeds. Simultaneously, the Company completed a private placement sale of 15,000 additional Private Placement Units to the sponsor, generating $150,000 in gross proceeds.

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.

Results of Operations

For the three months ended March 31, 2025, the Company had a net income of $731,257, which consisted of interest and dividends earned on investments held in the trust account of $899,202 and interest income of $2,307, offset by formation and operating costs of $170,252.

For the period from March 22, 2024 (inception) through March 31, 2024, the Company had a net loss of $20, which consisted of formation and operating costs of $20.

Liquidity and Capital Resources

As of March 31, 2025, the Company had cash of $186,232 and working capital of $239,205. The Company’s liquidity needs up to March 31, 2025 had been satisfied through a payment from the sponsor of $25,000 for the founder shares and the proceeds from the public offering and private placements.

For the three months ended March 31, 2025, there was $261,187 of cash used in operating activities, primarily due to the dividend earned on investments held in the trust account and the increase in prepaid expenses, offset by net income and the increase in accounts payable and accrued expenses.

The Company intends to use the funds held outside the Trust Account to identify and evaluate target businesses, perform due diligence, and complete a Business Combination. The Company 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 upon completion of a Business Combination.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

The Company has no off-balance sheet financing arrangements and has not entered into any off-balance sheet financing arrangements, established any special purpose entities, or guaranteed any debt or commitments of other entities.

The Company has certain contractual obligations related to registration rights for the holders of the founder shares and Private Placement Units, as well as the underwriting agreement with the underwriters of the IPO.

Critical Accounting Policies and Recent Accounting Pronouncements

The Company’s management did not identify any critical accounting estimates or policies. Additionally, management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company’s unaudited financial statements.