Item 5. Other Information
ITEM 5. 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.
23
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No.
Description
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
** Furnished.
24
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Charlton Aria Acquisition Corporation
Date: May 12, 2025
By:
/s/ Robert W. Garner
Robert W. Garner
Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2025
By:
/s/
Yuanmei Ma
Yuanmei Ma
Chief Financial Officer
(Principal Financial Officer)
25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.