What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-12-03 compared with 2024-12-03 · 178 added, 156 removed, 34 unchanged (91% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Charlton

Aria Acquisition Corporation.

References to our “management” or our “management team” refer to our officers and

directors, and references to the “Sponsor” refer to ST Sponsor II Limited.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto

contained elsewhere in this Quarterly Report.

Discussion and Analysis of Financial Condition and Results of Operations

References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Charlton Aria Acquisition

References to our “management” or our “management team” refer to our officers and directors, and

references to the “Sponsor” refer to ST Sponsor II Limited.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange

Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from

those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without

limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” and variations thereof

and similar words and expressions are intended to identify such forward-looking statements.

Such forward- looking statements relate to

future events or future performance, but reflect management’s current beliefs, based on information currently available.

of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus

for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”)

on October 24, 2024 (File No.

333-282313) (the “Prospectus”).

The Company’s securities filings can be accessed on the

EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims

any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events

or otherwise.

Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22,

2024 as an exempted company with limited liability.

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 “Business Combination”).

We intend to effectuate our Business Combination using cash from the proceeds of our IPO and

the sale of our shares, debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit

of our acquisition plans.

Special Note Regarding Forward-Looking Statements

This Quarterly Report

includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and variations thereof and similar words and expressions are intended

to identify such forward-looking statements.

Such forward- looking statements relate to future events or future performance, but reflect

management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance

or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO”

described below) filed with the Securities Exchange Commission (the “SEC”) on October 24, 2024 (File No.

333-282313) (the

“Prospectus”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

Charlton Aria Acquisition

Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024 as an exempted

company with limited liability.

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 “Business

Combination”).

We intend to effectuate our Business Combination using cash from the proceeds of our IPO and the sale of our shares,

debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Initial Public Offering

October 25, 2024, we consummated our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class

A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”),

and one right (the “Rights”) of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary

Share for $11.50 per share (the “Public Rights”).

The Public Units were sold at a price of $10.00 per Unit, and the IPO generated

gross proceeds of $75,000,000.

Simultaneously with the closing of the IPO, we consummated a private placement (the “Private Placement”)

with ST Sponsor II Limited, our sponsor (the “Sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”)

at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,400,000.

Each Private Placement Unit

consists of one Class A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”).

The terms and provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to

the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are

subject to transfer restrictions until the consummation of the Company’s Business Combination.

On April 28, 2022, a total of $75,187,500

of the net proceeds from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established

for the benefit of the Company’s Public Shareholders at a U.S.

based trust account, with Continental Stock Transfer & Trust

Company, acting as trustee.

also issued to Clear Street LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A

Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.

The Representative

Shares are identical to the Class A Ordinary Shares included in the Units, with certain exceptions.

underwriters have been granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments,

Up to 281,250 shares of the 2,156,250 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary share”)

of the Company held by our Sponsor (the “Founder Shares”) will be forfeited to the extent that the underwriters’ over-allotment option

is not exercised in full or in part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after the

IPO (without given effect to the sale of the Private Placemen5 Units, the Representative Shares, and assuming our directors, officers,

Sponsor or any of the foregoing’s affiliates (collectively, the “insiders”) do not purchase Public Units in the IPO).

our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation

of a Business Combination.

Our Initial Public Offering

On October 25, 2024, we consummated

our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class

A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”), and one right (the “Rights”)

of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary Share for $11.50 per share (the “Public

The Public Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000.

Simultaneously

with the closing of the IPO, we consummated a private placement (the “Private Placement”) with ST Sponsor II Limited, our

sponsor (the “Sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”) at a price of $10.00

per Private Placement Unit, generating gross proceeds to the Company of $2,400,000.

Each Private Placement Unit consists of one Class

A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”).

The terms and

provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares

and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer

restrictions until the consummation of the Company’s Business Combination.

On April 28, 2022, a total of $75,187,500 of the net

proceeds from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established for the

benefit of the Company’s Public Shareholders at a U.S.

based trust account, with Continental Stock Transfer & Trust Company,

acting as trustee.

We also issued to Clear Street

LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A Ordinary Shares as part of the

underwriting compensation (the “Representative Shares”) on the closing of the IPO.

The Representative Shares are identical

to the Class A Ordinary Shares included in the Units, with certain exceptions.

The underwriters have been

granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any.

to 281,250 shares of the 2,156,250 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary share”) of the

Company held by our Sponsor (the “Founder Shares”) will be forfeited to the extent that the underwriters’ over-allotment option

is not exercised in full or in part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after the IPO

(without given effect to the sale of the Private Placemen5 Units, the Representative Shares, and assuming our directors, officers, Sponsor

or any of the foregoing’s affiliates (collectively, the “insiders”) do not purchase Public Units in the IPO).

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of a Business Combination.

We presently have no revenue and have had losses since inception from incurring formation and operating costs.

We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

We have relied upon the

sale of our securities and loans from the Sponsor and other parties to fund our operations.

Recent Development

24 unchanged sentences

Units not separated will continue to trade on Nasdaq under the symbol “CHARU.”

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from March 22, 2024 (inception) to September

30, 2024 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target

company for a Business Combination.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from March 22, 2024 (inception) to June 30, 2024 were organizational

activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We may generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

expenses in connection with completing a Business Combination.

the three months ended September 30, 2024, we had a net loss of $315,671, which consisted of formation and operating costs of $130,326

and stock-based compensation expense of $185,345.

the period from March 22, 2024 (inception) through September 30, 2024, we had a net loss of $331,524, which consisted of formation and

operating costs of $146,179 and stock-based compensation expense of $185,345.

and Capital Resources

Company’s liquidity needs up to September 30, 2024 had been satisfied through a payment from the Sponsor of $25,000 for the Founder

Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $500,000.

the closing of the IPO and sale of the Private Placement Units on October 25, 2024, a total of $75,187,500 was placed in the Trust Account,

and we had $576,299 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital

In connection with the IPO, we incurred $3,060,711 in transaction costs, consisting of $1,125,000 of underwriting fees, $1,500,000

of deferred underwriting fees, $81,348 of the Representative Shares (as discussed below), and $354,363 of other offering costs.

conjunction with the IPO, the Company issued to the underwriter 75,000 Class A ordinary shares for no consideration (the “Representative

The fair value of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s

Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”)

is included in the offering costs.

We may generate non-operating

income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with

completing a Business Combination.

For the three months ended

June 30, 2024, we had a net loss of $15,833, all of which consisted of formation and operating costs.

For the period from March

22, 2024 (inception) through June 30, 2024, we had a net loss of $15,853, all of which consisted of formation and operating costs.

Liquidity and Capital

The Company’s liquidity needs up to June

30, 2024 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the

loan under an unsecured promissory note from the Sponsor of $500,000.

Following the closing of

the IPO and sale of the Private Placement Units on October 25, 2024, a total of $75,187,500 was placed in the Trust Account, and we had

$576,299 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.

In connection with the IPO, we incurred $3,060,711 in transaction costs, consisting of $1,125,000 of underwriting fees, $1,500,000 of

deferred underwriting fees, $81,348 of the Representative Shares (discussed in the below), and $354,363 of other offering costs.

In conjunction with the IPO,

the Company issued to the underwriter 75,000 Class A ordinary shares for no consideration (the “Representative Shares”).

fair value of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s Accounting

Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included

in the offering costs.

The estimated fair value of the Representative Shares as of the IPO date totaled $81,348.

of September 30, 2024, the Company had no cash and a working capital deficit of $320,932 (excluding deferred offering costs).

closing of the IPO and the Private Placement on October 25, 2024, cash of $576,299 was held outside of the Trust Account and

is available for the payment of offering costs and for working capital purposes.

intend to use the funds held outside the Trust Account to primarily identify and evaluate target businesses, perform business due diligence

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate

and complete an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Insiders or their

affiliates or designees may, but are not obligated to, loan us funds as may be required.

If the Company completes the Business Combination,

it would repay such loaned amounts.

In the event that the Business Combination does not close, we may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of

$10.00 per Unit (the “Working Capital Units”) at the option of the lender.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated

to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

holders of the Founder Shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working

Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024.

of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after

the completion of our Business Combination and rights to require the Company to register for resale such securities pursuant to Rule

415 under the Securities Act.

The Company will bear the costs and expenses of filing any such registration statements.

granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments,

if any, at the IPO price less the underwriting discounts and commissions.

underwriters received a cash underwriting discount of $0.15 per Public Unit, or $1,125,000 in the aggregate and paid at the closing of

In addition, the underwriters will be entitled to a deferred fee of $0.20 per Public Unit, or approximately $1,500,000 in the

aggregate upon the consummation of a Business Combination.

The deferred fee will become payable to the underwriters from the amounts

held in the Trust Account solely in the event that the Company completes its Business Combination, subject to the terms of the underwriting

Accounting Policies

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of expenses during the reporting period.

As of June 30, 2024, the

Company had no cash and a working capital deficit of $92,408 (excluding deferred offering costs).

Upon the closing of the IPO and the Private

Placement on October 25, 2024, cash of $576,299 was held outside of the Trust Account and is available for the payment of offering

costs and for working capital purposes.

We intend to use the funds

held outside the Trust Account to primarily identify and evaluate target businesses, perform business due diligence on prospective target

businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business

In order to fund working

capital deficiencies or finance transaction costs in connection with a Business Combination, our Insiders or their affiliates or designees

may, but are not obligated to, loan us funds as may be required.

If the Company completes the Business Combination, it would repay such

loaned amounts.

In the event that the Business Combination does not close, we may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $3,000,000 of

such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a price of $10.00 per Unit (the

“Working Capital Units”) at the option of the lender.

We do not believe we will

need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the

costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual

amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt

in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

Contractual Obligations

Registration Rights

The holders of the Founder

Shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will

be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024.

The holders of these securities

are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our Business

Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Company will bear the costs and expenses of filing any such registration statements.

Underwriting Agreement

We granted the underwriters

a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the

IPO price less the underwriting discounts and commissions.

The underwriters received

a cash underwriting discount of $0.15 per Public Unit, or $1,125,000 in the aggregate and paid at the closing of the IPO.

the underwriters will be entitled to a deferred fee of $0.20 per Public Unit, or approximately $1,500,000 in the aggregate upon the consummation

of a Business Combination.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely

in the event that the Company completes its Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Actual results could differ from those estimates.

Making estimates

requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accounting Pronouncements

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Making estimates requires management to exercise significant judgment.

at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date

of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more

future confirming events.

Recent Accounting Pronouncements

Management does not believe

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis