What changed 10-Q

Item 5. Other Information

2025-05-12 compared with 2024-12-03 · 13 added, 3 removed, 26 unchanged (38% of the section changed)

OTHER INFORMATION .

On May 12, 2025, Sunny Tan

Kah Wei, then director and sole shareholder of ST Sponsor II Limited, a Cayman Islands exempted company and the sponsor of the Company’s

initial public offering (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.

The following exhibits are filed as part of, or

14 unchanged sentences

* Filed herewith

** Furnished.

Pursuant to the requirements

2 unchanged sentences

Charlton Aria Acquisition Corporation

December 3, 2024

/s/ Robert W.

1 unchanged sentence

(Principal Executive Officer)

December 3, 2024

/s/ Yuanmei Ma

Chief Financial Officer

1 unchanged sentence

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.