What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-04 · 72 added, 65 removed, 173 unchanged (44% of the section changed)

22 unchanged sentences

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.

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.

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.

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“Prospectus”).

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.

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

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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.

Results of Operations

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.

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, 2025 were organizational

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

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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.

September 30, 2025, we had a net income of $806,989, which consisted of interest and dividends earned on investments held in trust account

of $915,972 and interest income of $94, which was partially offset by formation and operating costs of $109,077.

For 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.

For the nine months ended

September 30, 2025, we had a net income of $2,316,270, which consisted of interest and dividends earned on investments held in trust account

of $2,719,802 and interest income of $3,177, which was partially offset by formation and operating costs of $406,709.

For the period from March

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

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

The Company’s liquidity

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 June 30, 2025, the

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

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.

needs up to September 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 September 30, 2025,

the Company had cash of $10,775 and working capital of $3,618.

For the nine months ended

September 30, 2025, there was $436,644 of cash used in operating activities resulting from dividend earned on investments held in trust

account of $2,719,802, the increase in prepaid expenses of $27,840, and the decrease in accounts payable and accrued expenses of $17,772.

The changes were partially offset by net income of $2,316,270 and the increase in due to related parties of $12,500.

For the period from March

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.

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

However, during the

period, we incurred net loss of $331,524, our Sponsor paid for the formation and operating costs of $117,429, we incurred stock-based

compensation expense of $185,345 and increased our due to related parties of $28,750 on officer salaries.

For the nine months ended

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

For the nine months ended

September 30, 2025 and for the period from March 22, 2024 (inception) through September 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

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.

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

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We have no obligations, assets

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

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

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

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 assets.

Contractual Obligations

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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 had exercised the over-allotment option in part and purchased

1,000,000 Public Units on November 19, 2024.

The underwriters received

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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