Charlton Aria Acquisition Corp

Charlton Aria Acquisition Corporation

Overview

• Type and purpose: Cayman Islands exempted company formed as a blank-check SPAC to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (the “initial business combination”).
• Operations: No ongoing operations; described as a shell company with no material assets other than cash held in trust.
• Public listing: IPO consummated October 25, 2024.
  • IPO units issued: 7,500,000 Units at $10.00 per Unit (gross proceeds $75,000,000).
  • Each Unit includes the right to 1/8 of a Class A ordinary share upon consummation of the initial business combination.
  • Representative compensation: 75,000 Class A ordinary shares issued to the Representative (subject to transfer restrictions and waivers until the initial business combination).
• Sponsor and insiders: Founder shares held by the sponsor (initially ST Sponsor II Limited) and other insiders; ownership has changed (see Sponsor and ownership section).

Capital structure and funding

• Private placements and sponsor funding:
  • Private Placement at IPO: 240,000 Private Placement Units to sponsor (proceeds $2,400,000).
  • Over-allotment: Representative exercised 1,000,000 Option Units (gross proceeds $10,000,000).
  • Additional Private Placement Units: 15,000 Units sold to sponsor in connection with the over-allotment (proceeds $150,000).
  • Additional Representative Shares: 10,000 Representative Shares issued to the Representative.
• Trust account and use of proceeds:
  • Trust: At least $10.025 per IPO Unit (initial 7.5 million Units) held in a U.S.-based trust account administered by Continental Stock Transfer & Trust Company to fund redemptions and the initial business combination; interest, net of taxes, may be used for dissolution expenses or as required.
  • Investments permitted: U.S. Treasuries or money market funds meeting SEC Rule 2a-7.
  • Proceeds from the over-allotment Unit sale and the Additional Private Placement Units ($10,025,000) were placed in the trust.
• Post-IPO / extension funding (2025–2026):
  • April 24, 2026 extension funding: Sponsor deposited $850,000 to extend the combination deadline; company issued a non-interest bearing unsecured promissory note for $850,000 to the sponsor (principal due at consummation of the initial business combination or liquidation).
  • Working capital financing: Unsecured promissory note to sponsor for up to $500,000 (no interest; default interest accrues at the prevailing short-term U.S. Treasury Bill rate; repayment upon consummation or liquidation).
• Combination deadline and extensions:
  • Original deadline: April 25, 2026 (18 months from IPO).
  • Extensions: Up to two 3-month extensions (to July 25, 2026 and then to October 25, 2026), each requiring a deposit of $850,000 ($0.10 per Unit); sponsor and designated insiders are not obligated to extend.
  • Extension funding may be provided by sponsor or designated insiders through promissory notes.

Sponsor control changes

• May 13, 2025: Sponsor underwent a change in control. Sunny Tan Kah Wei sold all sponsor shares to Sovereign Global Trust LLC for $4,000,000. Valley Point Limited (British Virgin Islands) became the sponsor’s sole shareholder; Chen Siak Chan became the sole voting and investment decision-maker as sole manager of Valley Point. Valley Point’s sole member/manager is Chen Siak Chan (Singapore resident).

Management and governance changes

• Director and officer changes:
  • February 2, 2026: Robert Will Garner resigned as Chairman, CEO and director.
  • February 4, 2026: Mark Chaney resigned as a board member.
  • March 24, 2026: Yuanmei Ma resigned as CFO and director.
  • March 26, 2026: Jung Min Lee appointed Chief Executive Officer and director; also appointed acting Chief Financial Officer.
• Nasdaq compliance and notices (2026):
  • April 16, 2026: Nasdaq notified the company of non-compliance with Rule 5250(c)(1) for failure to timely file Form 10-K for the year ended December 31, 2025.
  • May 22, 2026: Nasdaq notified the company of non-compliance with Rule 5250(c)(1) for failure to timely file Form 10-Q for the period ended March 31, 2026.
  • The company’s plan to regain compliance was due June 15, 2026. Nasdaq may accept a plan and grant an extension of up to 180 days (to October 12, 2026). If Nasdaq does not accept a plan, the company may seek an appeal to a Hearings Panel.

Targeting and business plan

• Strategy: Acquire a target where management can improve efficiency and scale revenue through organic growth and/or acquisitions.
• Acquisition criteria:
  • Strong management with a growth track record or strong strategic fit for public market investors.
  • Niche deal size with growth potential and opportunity for additive acquisitions and synergies.
  • Long-term revenue visibility with a defensible market position and proximity to an inflection point (innovation or capital efficiency).
  • Benefits from being a U.S. public company in valuation and market access.
  • Financial evaluation focused on organic cash flow growth, cost savings, growth through acquisitions, and capital structure improvements.
• Post-transaction structure:
  • Intends to own 100% of a target’s equity interests or assets, but may structure transactions with less than 100% ownership while retaining 50%+ voting control or otherwise avoiding Investment Company Act status.
  • If multiple targets are acquired, an 80% of net assets test will be applied based on aggregate value.
• Redemptions and governance:
  • Public shareholders may redeem for their pro rata share of funds in the trust upon completion of the initial business combination, either via vote or tender offer.
  • Insiders have agreed to waive redemption in connection with the initial business combination and related charter amendments.
  • If a shareholder vote is not required by law or listing standards, the company may conduct redemptions under tender offer rules; otherwise, redemptions will be conducted via proxy under Regulation 14A.

Operations and employees

• Executive officers: Jung Min Lee serves as Chief Executive Officer, Chairman, and acting Chief Financial Officer.
• Other personnel: No other full-time employees prior to completion of the initial business combination.
• Revenue: No revenue to date.

Corporate information

• Principal offices: 221 W 9th St, #848, Wilmington, Delaware 19801. Phone: 909-214-2482.
• Public reporting: Files annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC; current and prior Nasdaq compliance notices were disclosed.
• Status: Emerging growth company under JOBS Act guidelines and intends to remain in that status until it meets the applicable thresholds.

Key quantitative data

• IPO units issued: 7,500,000 Units at $10.00 per Unit; gross proceeds $75,000,000.
• Private placements at IPO: 240,000 Private Placement Units (proceeds $2,400,000).
• Over-allotment: 1,000,000 Units exercised by the Representative (proceeds $10,000,000).
• Additional Private Placement Units (over-allotment): 15,000 Units (proceeds $150,000).
• Trust account basis: At least $10.025 per IPO Unit for the 7.5 million IPO Units (initially approximately $75.1875 million), plus $10,025,000 from Option Units and Additional Private Placement Units deposited into the trust.
• Extension funding: $850,000 deposited April 24, 2026 to extend the deadline to July 25, 2026; unsecured promissory note of $850,000 issued to sponsor.
• Working capital financing: Up to $500,000 unsecured promissory note to sponsor.
• Sponsor/control change: Sponsor ownership transferred to Sovereign Global Trust LLC on May 13, 2025; Valley Point Limited (and Chen Siak Chan) now hold voting and investment discretion as the sponsor’s owner.
• Management change: Jung Min Lee appointed CEO and acting CFO on March 26, 2026.
• Nasdaq filings: Delinquencies in Form 10-K and Form 10-Q filings in April and May 2026; plan to regain compliance due June 15, 2026 with a potential Nasdaq extension of up to 180 days.

This summary is based on the provided report and does not constitute investment advice.