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Filing Details

Accession Number:: 0001213900-25-042736
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-05-13 17:00:03
Reporting Period:: 2025-05-12

Filing Date:: 2025-05-13
Accepted Time:: 2025-05-13 17:00:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
2024459	Charlton Aria Acquisition Corp	CHAR	Blank Checks (6770)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
2041281	Wei Kah Tan	C/O Charlton Aria Acquisition Corp 221 W 9Th St #848 Wilmington DE 19801		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Ordinary Share	Disposition	2025-05-12	255,000	$1.85	0	No	4	S	Indirect	See Footnotes
Class B Ordinary Share	Disposition	2025-05-12	1,905,000	$1.85	0	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Ordinary Shares	Private Rights	Disposition	2025-05-12	255,000	$10.00	255,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Indirect

Footnotes

ST Sponsor II Limited (the "Sponsor") is the record holder of the shares reported herein. Mr. Sunny Tan Kah Wei was the sole director and sole shareholder of the Sponsor. As such, Mr. Tan could be deemed to have beneficial ownership of the ordinary shares held directly by the Sponsor.
On May 12, 2025, Mr. Tan entered into a share purchase agreement with Sovereign Global Trust LLC ("Investor"), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day; in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the "Closing") of the transactions contemplated under the share purchase agreement on May 13, 2025. It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor.
Representing 240,000 Class A ordinary shares of Charlton Aria Acquisition Corporation (the "Issuer") underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of the initial public offering (the "IPO") of the Issuer on October 25, 2024 and 15,000 Class A ordinary shares underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of a partial closing of the sales of certain over-allotment option the Issuer granted to the underwriters of the IPO on November 19, 2024. Each Private Unit consists of one Class A ordinary share and one right.
Representing 1,936,250 Class B ordinary shares of the Issuer acquired by the Sponsor prior to the IPO less 31,250 Class B ordinary shares forfeited by the Sponsor on December 9, 2024 upon the expiration of the remaining over-allotment option not exercised by the underwriters of the IPO. Class B ordinary shares will automatically convert into Class A ordinary shares on one-for-one basis upon the consummation of an initial business combination.
As described in the Right Agreement dated October 24, 2024, between the Issuer and Continental Stock Transfer & Trust Company, LLC, each private rights will automatically convert into 1/8 of one Class A ordinary share upon the completion of the initial business combination of the Issuer.