What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-04 compared with 2025-05-12 · 101 added, 100 removed, 137 unchanged (59% of the section changed)

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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”

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.

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.

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“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.

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

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

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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 Rights”).

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 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.

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.

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

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 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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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.

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;

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.

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

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.

We have neither engaged in

any operations nor generated any revenues to date.

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

We do not expect to generate any operating revenues until after the completion of our initial business combination.

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.

the three months ended June 30, 2025, we had a net income of $778,024, which consisted of interest and dividends earned on

investments held in trust account of $904,628 and interest income of $776, which was partially offset by formation and operating

costs of $127,380.

For the three months ended

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

the six months ended June 30, 2025, we had a net income of $1,509,281, which consisted of interest and dividends earned on

investments held in trust account of $1,803,830 and interest income of $3,083, which was partially offset by formation and operating

costs of $297,632.

For the period from March

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

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

Liquidity and Capital

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

needs up to June 30, 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

As of June 30, 2025, the

Company had cash of $48,631 and working capital of $112,601.

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 six months ended

June 30, 2025, there was $398,788 of cash used in operating activities resulting from dividend earned on investments held in trust account

of $1,803,830, the increase in prepaid expenses of $60,547, the decrease in accounts payable and accrued expenses of $31,192, and the

decrease in due to related parties of $12,500.

The changes were offset by net income of $1,509,281.

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.

22, 2024 (inception) through June 30, 2024, there was $0 of cash used in or provided by operating activities.

For the six months ended

June 30, 2025 and for the period from March 22, 2024 (inception) through June 30, 2024, there was no investing activities.

For the six months ended

June 30, 2025 and for the period from March 22, 2024 (inception) through June 30, 2024, there was no financing activities.

We intend to use the funds

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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.

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

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.

In connection with our assessment

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We have no obligations, assets

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

or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that

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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