Charlton Aria Acquisition Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our units, Class A ordinary shares, rights are each traded on the Nasdaq Global Market under the symbols “CHARU,” “CHAR,” and “CHARR,” respectively. Our units commenced public trading on October 25, 2024, and our Class A ordinary shares and rights commenced separate public trading on November 26, 2024. Holders On December 31, 2024, there were 2 holders of record of our units, 1 holder of record of our Class A ordinary shares, 1 holder of record of our rights, and 6 holders of record of our Class B ordinary shares. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities Unregistered Sales of Equity Securities Founder Shares Sales and Transfer On April 23, 2024, the Company issued 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “founder shares”), to ST Sponsor II Limited, the sponsor of the IPO (the “sponsor”) for a purchase price of $25,000, or approximately $0.0116 per share. The founder shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ Over-allotment Option is not exercised in full or in part. The Founder Shares held by the Company’s insiders was reduced by an aggregate of 31,250 forfeited shares. On September 11, 2024, the sponsor entered into a securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr. Will Garner, the Company’s Chairman and CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share. On October 24, 2024, the sponsor transferred an aggregate of 60,000 of its founder shares to its three independent directors (20,000 each) for their board service for a total nominal cash consideration of $696. Private Placement On October 25, 2024, simultaneously with the closing of the IPO, the Company completed a private placement (the “Private Placement”) of 240,000 private placement units to the Company’s sponsor, at a purchase price of $10.00 per private placement units, generating gross proceeds to the Company of $2,400,000. The above sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales. In connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000. 11 The sales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales. Use of Proceeds On October 25, 2024, we consummated the initial public offering (the “IPO”) of 7,500,000 units (the “Units”), at a price of $10.00 per Unit, generating gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 240,000 private placement units, to our sponsor in the Private Placement, generating gross proceeds of $2,400,000. The net proceeds of $75,187,500 from the IPO and the Private Placement were placed in the trust account established for the benefit of the Company’s public shareholders and with Continental Stock Transfer & Trust Company acting as trustee. On November 19, 2024, in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]