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. On November 19, 2024, the underwriters exercised the over-allotment option in part and purchased 1,000,000 Units, generating additional gross proceeds of $10,000,000.

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 had losses since inception from incurring formation and operating costs.

Results of Operations

For the three months ended June 30, 2025, the Company had a net income of $778,024, which consisted of interest and dividends earned on investments held in the trust account of $904,628 and interest income of $776, partially offset by formation and operating costs of $127,380.

For the six months ended June 30, 2025, the Company had a net income of $1,509,281, which consisted of interest and dividends earned on investments held in the trust account of $1,803,830 and interest income of $3,083, partially offset by formation and operating costs of $297,632.

Liquidity and Capital Resources

As of June 30, 2025, the Company had cash of $48,631 and working capital of $112,601. The Company’s liquidity needs up to June 30, 2025 had been satisfied through a payment from the sponsor and the proceeds from the public offering and private placements.

The Company intends to use the funds held outside the Trust Account to primarily 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.

The Company’s management has determined that the conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan to address this uncertainty is through the Working Capital Loans.

Off-Balance Sheet Financing Arrangements, Contractual Obligations, and Critical Accounting Policies

The Company has no off-balance sheet financing arrangements and no material contractual obligations as of June 30, 2025, other than the registration rights agreement and the underwriting agreement related to the IPO.

The Company did not identify any critical accounting estimates in the preparation of its unaudited financial statements. 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.