What changed in this filing

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Item 1. Financial Statements

2024-12-03 compared with 2024-12-03 · 149 added, 144 removed, 466 unchanged (39% of the section changed)

2 unchanged sentences

BALANCE SHEET

AS OF SEPTEMBER 30, 2024

AS OF JUNE 30, 2024

Current Assets

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Deferred offering costs

Liabilities and Shareholder’s Deficit

Liabilities and Shareholder’s Equity

Current Liabilities

Accrued deferred offering cost

Due to related parties

Due to related party

Promissory note - related party

Total Current Liabilities

Total Liabilities

Commitments and Contingencies (Note 6)

Shareholders’ Deficit

Shareholders’ Equity

Preference shares, $ 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding

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Accumulated deficit

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

(1) This number includes an aggregate of up to 281,250 Class

B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note

The accompanying notes are an integral part of these unaudited financial statements.

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

(1) This number includes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

September 30,

For The Three Months

For The Period From

March 22, 2024

(inception) Through

Formation and operating costs

Stock-based compensation expense

$ ( 315,671 )

$ ( 331,524 )

Basic and diluted weighted average

Class B ordinary shares outstanding (1)

Basic and diluted weighted average Class B ordinary shares outstanding (1)

Basic and diluted net loss per Class B ordinary share

(1) This number excludes an aggregate of up to 281,250 Class

B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note

The accompanying notes are an integral part of these unaudited financial

(1) This number excludes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral

part of these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

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Ordinary Shares

Preference Shares

Shareholders’

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Balance as of June 30, 2024

Stock-based compensation expense

Balance as of September 30, 2024

$ ( 331,524 )

$ ( 121,179 )

(1) This number includes an aggregate of up to 281,250 Class

B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note

The accompanying notes are an integral part of these unaudited financial

(1) This number includes an aggregate of up to 281,250 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of

these unaudited financial statements.

CHARLTON ARIA ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION) THROUGH SEPTEMBER

FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

Cash Flows from Operating Activities:

$ ( 331,524 )

Adjustments to reconcile net loss to net cash used in operating activities

Adjustments to reconcile net loss to net cash used in

operating activities

Formation and operating cost paid by the Sponsor

Stock-based compensation expense

Changes in operating assets and liabilities:

Due to related parties

Net Cash Used in Operating Activities

Due to related party

Net Cash Used

in Operating Activities

Net Change in Cash

Cash, beginning of period

Cash, end of period

Supplemental Disclosure of Cash Flow Information:

Prepaid expenses paid via promissory note - related party

Deferred offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid via promissory note - related party

The accompanying notes are

an integral part of these unaudited financial statements.

beginning of period

end of period

Supplemental Disclosure of Cash Flow

Prepaid expenses paid via promissory

note - related party

Deferred offering costs included

in accrued offering costs

Deferred offering costs paid by Sponsor

in exchange for issuance of Class B ordinary shares

Deferred offering costs paid via

promissory note - related party

The accompanying notes are an integral part of these unaudited financial

CHARLTON ARIA ACQUISITION CORPORATION

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elected December 31 as its fiscal year end.

of September 30, 2024, the Company had not commenced any operations.

For the period from March 22, 2024 (inception) through September

30, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to the initial

public offering .

The Company will not generate any operating revenues

until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividend

and/or interest income from the proceeds derived from the IPO (as defined below) and private placement (“Private Placement”,

of June 30, 2024, the Company had not commenced any operations.

For the period from March 22, 2024 (inception) through June 30, 2024,

the Company’s efforts have been limited to organizational activities as well as activities related to the initial public

The Company will not generate any operating revenues until after

the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividend and/or

interest income from the proceeds derived from the IPO (as defined below) and private placement (“Private Placement”, see

The Company’s management has broad discretion

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Going Concern Consideration

of September 30, 2024, the Company had no cash and a working capital deficiency of $ 320,932 .

On October 25, 2024, the Company completed

The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s assessment of going

concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plan in addressing this uncertainty is through

the Working Capital Loans, as defined below (see Note 5).

In addition, if the Company is unable to complete a Business Combination within

the Combination Period by April 25, 2026, unless further extended, the Company’s board of directors would proceed to commence a

voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional condition

also raise substantial doubt about the Company’s ability to continue as a going concern.

As of June 30, 2024, the Company had no cash and a working capital deficiency

of $ 92,408 .

On October 25, 2024, the Company completed its IPO.

The Company expects to incur significant professional costs to remain

as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

In connection

with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan

in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5).

In addition, if the Company is unable

to complete a Business Combination within the Combination Period by April 25, 2026, unless further extended, the Company’s board

of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance

that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s

ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business

Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent

on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility,

or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this

action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations

and/or ability to consummate a Business Combination are not yet determinable.

The unaudited financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

As a result of the military action commenced in February 2022 by the

Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business

Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially

and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise

equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market

liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related

sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability

to consummate a Business Combination are not yet determinable.

The unaudited financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Note 2 — Significant accounting

Basis of Presentation

The accompanying unaudited financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”)

and pursuant to the rules and regulations of the SEC.

The interim financial information provided is unaudited but includes all adjustments

which management considers necessary for the fair presentation of the results for the period.

Operating results for the interim period

ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31,

The accompanying unaudited financial statements are presented in conformity

with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and

regulations of the SEC.

The interim financial information provided is unaudited but includes all adjustments which management considers

necessary for the fair presentation of the results for the period.

Operating results for the interim period ended June 30, 2024 are not

necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

Emerging Growth Company Status

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Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash or cash

equivalents as of September 30,2024.

The Company considers all short-term investments with an original maturity

of three months or less when purchased to be cash equivalents.

The Company did not have any cash or cash equivalents as of June 30,

Deferred Offering Costs

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that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5).

As of September 30,

As of June 30, 2024,

the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary

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when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition

in the Company’s unaudited financial statements.

ASC 740 also clarifies the accounting for uncertainty in income taxes

recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial

statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized,

a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance

on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s

evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited

financial statements.

The Company recognizes accrued interest and penalties

1 unchanged sentence

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of September 30, 2024.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with Cayman Islands federal income tax regulations, income taxes

are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s unaudited financial statements.

Stock-based compensation

recognizes compensation costs resulting from the issuance of stock-based awards to directors and officers as an expense in the financial

statement over the requisite service period based on a measurement of fair value for each stock-based award.

The fair value is amortized

as compensation cost on a straight-line basis over the requisite service period of the awards.

The Black-Scholes-Merton option-pricing

model includes various assumptions, including the fair market value of the estimated stock price of the Company, expected life of shares,

the expected volatility and the expected risk-free interest rate, among others.

These assumptions reflect the Company’s best estimates,

but they involve inherent uncertainties based on market conditions generally outside the control of the Company.

and penalties as of June 30, 2024.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman

In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company.

Consequently,

income taxes are not reflected in the Company’s unaudited financial statements.

Related parties

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Recent Accounting Pronouncements

Management does not believe that any other recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

Management does not believe that any other recently issued, but not effective,

accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

Note 3 — Initial

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a Chairman and CEO, he will receive annual cash compensation in the amount of $ 7,500 , payable each month.

As of September 30, 2024, the Company had compensation

As of June 30, 2024, the Company had compensation

expenses payable to Mr.

5 unchanged sentences

of $ 5,000 , payable each month.

As of September 30, 2024, the Company had compensation

expenses payable to Ms.

Yuanmei Ma of $ 10,000 .

As of June 30, 2024, the Company did not owe Ms.

Yuanmei Ma of any compensation expenses payable.

Promissory Note — Related Party

1 unchanged sentence

of the expenses of the IPO.

As of September 30, 2024, the Company had an outstanding loan balance of $ 268,723 .

This loan is non-interest

bearing, unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date on which the Company consummates

an initial public offering.

As of June 30, 2024, the Company had an outstanding loan balance of $ 123,572 .

This loan is non-interest bearing,

unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date on which the Company consummates an initial

public offering.

The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

On October 30, 2024, the Company has repaid the Promissory Note.

October 30, 2024, the Company has repaid the Promissory Note.

Working Capital Loans

10 unchanged sentences

a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

As of September 30, 2024, the Company had no borrowings

As of June 30, 2024, the Company had no borrowings

under the Working Capital Loans.

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and preferences as may be determined from time to time by the Company’s board of directors.

As of September 30, 2024, there were

no preference shares issued or outstanding.

As of June 30, 2024, there were no preference

shares issued or outstanding.

Class A Ordinary Share — The

Company is authorized to issue 445,000,000 Class A ordinary share with $ 0.0001 par value.

As of September 30, 2024, there were no

Class A ordinary share issued or outstanding.

As of June 30, 2024, there were no Class A

ordinary share issued or outstanding.

Ordinary Share — The Company is authorized to issue 50,000,000 Class B ordinary share with $ 0.0001

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Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date when these unaudited financial statements were issued.

this review, the Company did not identify any subsequent events that would require adjustment or disclosure in these unaudited financial statements.

The Company evaluated subsequent events and transactions that occurred

after the balance sheet date through the date when these unaudited financial statements were issued.

Based on this review, the Company

did not identify any subsequent events that would require adjustment or disclosure in these unaudited financial statements.

On September 11, 2024, the Sponsor transferred

an aggregate of 160,000 of its Founder Shares, or 100,000 of its Founder Shares and 60,000 of its Founder Shares to Mr.

Garner, the Company’s

Chairman and CEO, and Ms.

Ma, the Company’s CFO, respectively, for their officer services (See Note 5).

On September 17, 2024, the Sponsor and the underwriter

agreed to amend the underwriting terms as follows, (i) an aggregate of 75,000 Class A ordinary shares (or up to 86,250 Class A ordinary

shares if the underwriters’ over-allotment option is exercised in full) to be issued at the closing of the initial Business Combination

and being amended to be issued upon the closing of the IPO, (ii) $ 10.00 per Public Unit of $ 75,000,000 (or $ 86,250,000 if the underwriters’

over-allotment option is exercised in full) from the net proceeds of the sale of the Units in the IPO and the sale of Private Placement

Units to be placed in a Trust Account is being amended to $ 10.025 per Public Unit of $ 75,187,500 (or $ 86,465,625 if the underwriters’

over-allotment option is exercised in full) to be placed in a Trust Account, and (iii) the underwriter agreed to reimburse the Company

$ 187,500 (or $ 215,625 if the underwriters’ over-allotment option is exercised in full) of the offering expenses as part of the transactions.

On October 24, 2024, the effective date of

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$ 10.00 per Unit, generating total gross proceeds of $ 75,000,000 .

Subsequent to September 30, 2024, the Sponsor

loaned the Company of $ 5,246 to be used for a portion of the expenses of the IPO.

Subsequent to June 30, 2024, the Sponsor loaned

the Company of $ 150,397 to be used for a portion of the expenses of the IPO.

On October 30, 2024, the Company has repaid the Promissory

Note of $ 273,969 to the Sponsor.

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 underwriters 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 Units to the Sponsor at a purchase price of $ 10.00 Private Units, generating gross proceeds of $ 150,000 .

The Company also issued additional 10,000 Representative Shares to the underwriters.

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 underwriters 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 Units to the Sponsor at a purchase price of $ 10.00 Private Units, generating gross proceeds of $ 150,000 .

also issued additional 10,000 Representative Shares to the underwriters.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements