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 “initial 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 (the “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 an additional 1,000,000 Units, generating $10,000,000 in gross proceeds. The Company also completed a private placement sale of 15,000 additional Private Placement Units to the sponsor for $150,000.

Since the IPO, the Company’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates, with no revenue generated and losses incurred from formation and operating costs.

Separation of Units

On November 25, 2024, the Company announced that holders of the Public Units may elect to separately trade the Public Shares and Public Rights.

Cancellation of Founder Shares

On December 9, 2024, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares, resulting in 2,125,000 founder shares remaining.

Change in Control of Sponsor

On May 13, 2025, the sole shareholder of the sponsor, Sunny Tan Kah Wei, sold all of his shares to Sovereign Global Trust LLC, making Valley Point Limited the sole shareholder of the sponsor.

Results of Operations

For the year ended December 31, 2025, the Company had a net income of $2,982,042, primarily from dividend and interest income on the trust account investments, partially offset by formation and operating costs.

For the period from March 22, 2024 (inception) through December 31, 2024, the Company had a net income of $266,838, also from dividend and interest income, as well as the change in fair value of the over-allotment option liability, partially offset by formation and operating costs and stock-based compensation.

Liquidity and Capital Resources

As of December 31, 2025, the Company had $5,135 in cash and a working capital deficit of $185,217. The Company expects to incur significant costs to remain a publicly traded company and pursue an initial business combination. Management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has relied on the sale of securities and loans from the sponsor and other parties to fund its operations. The Company may need to obtain additional financing to complete an initial business combination or if it is unable to do so within the Combination Period by July 25, 2026.

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

The Company has no off-balance sheet financing arrangements. Its contractual obligations include registration rights for the holders of founder shares and Private Placement Units, as well as the underwriting agreement with the IPO underwriters.

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 financial statements.