What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-12 compared with 2024-12-03 · 133 added, 108 removed, 104 unchanged (70% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report

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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

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 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.

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 October 25, 2024, 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

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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).

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.

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 Placement 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).

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.

Since our IPO, our sole business

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

Recent Development

Option Offering

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

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 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.

The Company also issued additional 10,000

Representative Shares to the Representative.

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

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.

Separation of Units

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The Class A ordinary shares

and rights will trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “CHAR” and “CHARR”,

respectively.

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

and rights trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHAR” and “CHARR”, respectively.

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

Cancellation of Founder Shares

On December 9, 2024, after

the expiration of the Over-Allotment Option, pursuant to the IPO Prospectus and the founder share purchase agreement between the Company

and the sponsor, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares of the Company so that our insiders would

collectively own 20.0% of our issued and outstanding shares after the IPO.

As a result, 2,125,000 founder shares remained issued and outstanding

Sponsor Change

On May 12, 2025, Sunny Tan

Kah Wei, then director and sole shareholder of the Sponsor, entered into a share purchase agreement with Sovereign Global Trust LLC (“Investor”),

a Delaware limited liability company, under which Mr.

Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor

to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day;

in exchange, Mr.

Tan would receive (x)

$4 million in cash and (y) resign as director of the Sponsor upon closing (the “Closing”) of the transactions contemplated

under the share purchase agreement on May 13, 2025.

It is expected that upon Closing, the Investor shall become sole director and shareholder

of the Sponsor and shall have exclusive investment and management authority over the Sponsor.

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.

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.

We have neither engaged in any operations nor generated any revenues

Our only activities from March 22, 2024 (inception) to March 31, 2025 were organizational activities, those necessary to prepare

for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination.

We do not expect to

generate any operating revenues until after the completion of our initial business combination.

We may generate non-operating income in

the form of interest and dividends earned on investments 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

an initial business combination.

For the three months ended March 31, 2025, we had a net income of $731,257,

which consisted of interest and dividends earned on investments held in trust account of $899,202 and interest income of $2,307, which

was offset by formation and operating costs of $170,252.

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.

22, 2024 (inception) through March 31, 2024, we had a net loss of $20, which consisted of formation and operating costs of $20.

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.

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.

The Company’s liquidity

needs up to March 31, 2025 had been satisfied through a payment from the sponsor of $25,000 for the founder shares to cover certain offering

costs and the proceeds from the public offering and private placements.

As of March 31, 2025, the

Company had cash of $186,232 and working capital of $239,205.

For the three months ended

March 31, 2025, there was $261,187 of cash used in operating activities resulting from dividend earned on investments held in trust account

of $899,202 and the increase in prepaid expenses of $95,920.

The changes were offset by net income of $731,257 and the increase in accounts

payable and accrued expenses of $2,678.

For the period from March

22, 2024 (inception) through March 31, 2024, there was $0 of cash used in or provided by operating activities.

For the three months ended

March 31, 2025 and for the period from March 22, 2024 (inception) through March 31, 2024, there was no investing activities.

For the three months ended

March 31, 2025 and for the period from March 22, 2024 (inception) through March 31, 2024, there was no financing activities.

We intend to use the funds

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“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.

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.

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

In connection with our assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic

205-40, Presentation of Financial Statements - Going Concern,” management has determined that these conditions raise substantial

doubt about our ability to continue as a going concern.

The management’s plan in addressing this uncertainty is through the Working

Capital Loans.

In addition, if we are unable to complete a Business Combination within the Combination Period by April 25, 2026, if not

further extended, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.

is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such conditions raise substantial doubt about our ability to continue as a going concern within one year after the

date that the unaudited financial statements are issued.

The unaudited financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

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.

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

We do not participate in transactions that

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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.

be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and

the insiders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company

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

statements filed after the completion of our initial 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

Underwriting Agreement

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IPO price less the underwriting discounts and commissions.

The underwriters had exercised the

over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.

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.

a cash underwriting discount of $0.15 per Public Unit, or $1,275,000 in the aggregate and paid at the closing of the IPO and the exercising

of over-allotment option in part.

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

$1,700,000 in the aggregate upon the consummation of an initial 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 initial business combination, subject to

the terms of the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

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

The preparation of unaudited

financial statements in conformity with accounting principles generally accepted in the United States of America (the “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 unaudited financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

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

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

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

future confirming events.

We did not identify any critical accounting estimates.

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

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited

financial statements.

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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