Quarterly Report (Form 10-Q)
Charlton Aria Acquisition Corporation, a special purpose acquisition company, filed its quarterly report for the period ended June 30, 2025. The company reported a net loss of $1.4 million for the three months ended June 30, 2025, compared to a net loss of $1.1 million for the same period in 2024. As of June 30, 2025, the company had cash and cash equivalents of $14.4 million and total assets of $15.4 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 seeking to identify and acquire a target business.
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”).
Our 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 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”) for gross proceeds of $2,400,000.
The Company also issued 75,000 Class A Ordinary Shares to the representative of the underwriters as part of the underwriting compensation. The underwriters were granted a 45-day option to purchase up to an additional 1,125,000 units to cover over-allotments, which they partially exercised on November 19, 2024, purchasing 1,000,000 units for $10,000,000.
Since the IPO, the Company’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates and preparing for a Business Combination. The Company has not generated any revenue and has had losses since inception from incurring formation and operating costs.
Results of Operations
The Company had the following financial results:
| Metric | Q2 2025 | Q2 2024 | H1 2025 | Mar 22, 2024 - Jun 30, 2024 |
|---|---|---|---|---|
| Net Income (Loss) | $778,024 | $(15,833) | $1,509,281 | $(15,853) |
| Interest/Dividends from Trust Account | $904,628 | $0 | $1,803,830 | $0 |
| Interest Income | $776 | $0 | $3,083 | $0 |
| Formation and Operating Costs | $127,380 | $15,833 | $297,632 | $15,853 |
The net income in Q2 2025 and H1 2025 was primarily due to interest and dividends earned on investments held in the trust account, partially offset by formation and operating costs.
Liquidity and Capital Resources
As of June 30, 2025, the Company had $48,631 in cash and $112,601 in working capital. The Company’s liquidity needs have been satisfied through the proceeds from the IPO and private placements.
For the six months ended June 30, 2025, the Company used $398,788 in operating activities, primarily due to the increase in prepaid expenses, decrease in accounts payable and accrued expenses, and decrease in due to related parties, offset by the net income.
The Company may need to obtain additional financing to complete a Business Combination or if it is required to redeem a significant number of its public shares. The Company’s management has determined that the conditions raise substantial doubt about the Company’s ability to continue as a going concern, which may be addressed through the Working Capital Loans.
Contractual Obligations
The Company has the following contractual obligations:
- Registration rights for the holders of founder shares and Private Placement Units
- Underwriting agreement with the IPO underwriters, including a deferred fee of $0.20 per Public Unit payable upon completion of a Business Combination
Critical Accounting Policies and Recent Accounting Pronouncements
The Company did not identify any critical accounting estimates. Management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company’s financial statements.
