Charlton Aria Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

Charlton Aria Acquisition Corp. filed an 8-K detailing a material agreement, equity sales, and board/officer changes.

AI Summary

Charlton Aria Acquisition Corp. announced on October 24, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board of directors and officers, including the election of new directors and the appointment of certain officers. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and changes in leadership, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can carry inherent risks and require further scrutiny.

Key Players & Entities

• Charlton Aria Acquisition Corp. (company) — Registrant
• October 24, 2024 (date) — Earliest event reported
• October 28, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $75,000,000 — per Unit, generating gross proceeds of $75,000,000. Substantially concurrently with the c
• $2,400,000 — rating gross proceeds to the Company of $2,400,000. The Private Units are identical to the
• $0.0116 — Sponsor for such shares, approximately $0.0116 per share, pursuant to a certain securi
• $75,187,500 — . Item 8.01 Other Events. A total of $75,187,500, or $10.025 per Units, from the proceed
• $10.025 — er Events. A total of $75,187,500, or $10.025 per Units, from the proceeds of the off

Filing Documents

• ea0218714-8k_charlton.htm (8-K) — 42KB
• ea021871401ex1-1_charlton.htm (EX-1.1) — 240KB
• ea021871401ex3-1_charlton.htm (EX-3.1) — 322KB
• ea021871401ex4-1_charlton.htm (EX-4.1) — 67KB
• ea021871401ex10-1_charlton.htm (EX-10.1) — 30KB
• ea021871401ex10-2_charlton.htm (EX-10.2) — 20KB
• ea021871401ex10-3_charlton.htm (EX-10.3) — 87KB
• ea021871401ex10-4_charlton.htm (EX-10.4) — 91KB
• ea021871401ex10-5_charlton.htm (EX-10.5) — 50KB
• ea021871401ex10-6_charlton.htm (EX-10.6) — 80KB
• ea021871401ex99-1_charlton.htm (EX-99.1) — 6KB
• ea021871401ex99-2_charlton.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-091174.txt ( ) — 1049KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 24, 2024, the Registration Statement on Form S-1 (File No. 333-282313) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Charlton Aria Acquisition Corp (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On October 25, 2024, the Company consummated the IPO of 7,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-eighth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $75,000,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 240,000 units (the “Private Units”) to the Company’s sponsor, ST Sponsor II Limited (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one right. The Private Units were sold at a purchase price of $10.00 per Private Units, generating gross proceeds to the Company of $2,400,000. The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as further described in the Registration Statement. The Company also issued to the Clear Street LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such representative shares

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities Substantially concurrently with the closing of the IPO, the Company completed the private sale of the aggregated amount of 240,000 Private Units to the Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,400,000. The Private Units are identical to the Units issued in the IPO, subject to limited exceptions as further described in the Registration Statement. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02 Departure of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective on October 24, 2024, in connection with the effectiveness of the Registration Statement, Stephen Markscheid, Umesh Patel and Mark Chaney became directors of the Company. The board has determined that each of Stephen Markscheid, Umesh Patel and Mark Chaney are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934 (“Exchange Act”), and has determined that Stephen Markscheid qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Stephen Markscheid, Umesh Patel and Mark Chaney will serve as members of the audit committee, with Stephen Markscheid serving as chair of the audit committee. 2 The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors at the closing of our initial business combination. Substantially concurrently with the effectiveness of the Registration Statement and closing of the IPO, the Sponsor transferred to each of Stephen Markscheid, Umesh Patel and Mark Chaney, 20,000 Class B ordinary shares at the same price originally paid by the Sponsor for such shares, approximately $0.0116 per share, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated October 24, 2024 by and among the Company, the transferees and the Sponsor. Other than as set forth in Item 1.01, the Registration they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

03 Amendments to the Memorandum and

Item 5.03 Amendments to the Memorandum and Articles of Association. On October 23, 2024, the Company adopted and filed its Second Amended and Restated Memorandum and Articles of Association. The Second Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $75,187,500, or $10.025 per Units, from the proceeds of the offerings of the Units and the sale of the Private Units (net of transaction expenses and working capital) were placed in the trust account. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the offerings of the Units and the sale of the Private Units held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete its initial business combination by April 25, 2026 (or up to October 25, 2026, if extended as described in the Registration Statement), and (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination by April 25, 2026 (or up to October 25, 2026, if extended as described in the Registration On October 24, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On October 25, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 1.1 Underwriting Agreement, dated October 24, 2024, by and between the Company and the Representative. 3.1 Second Amended and Restated Memorandum and Articles of Association, dated October 23, 2024. 4.1 Rights Agreement, dated October 24, 2024, between the Company and CST, as rights agent. 10.1 PIPE Unit Subscription Agreement dated October 24, 2024, between the Company and the Sponsor. 10.2 Securities Transfer Agreement, dated October 24, 2024, between the Company, the Sponsor, and certain directors of the Company 10.3 Investment Management Trust Agreement, dated October 24, 2024, between the Company and CST, as trustee. 10.4 Registration Rights Agreement, dated October 24, 2024, between the Company, the Sponsor, and the Representative. 10.5 Letter Agreement, dated October 24, 2024, among the Company, the Sponsor, and officers and directors of the Company. 10.6 Indemnity Agreement, dated October 24, 2024, between the Company and the officers and directors of the Registrant. 99.1 Press Release, dated October 24, 2024. 99.2 Press Release, dated October 25, 2024. 4

SIGNATURES

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 hereunto duly authorized. Charlton Aria Acquisition Corporation By: /s/ Will Garner Name: Will Garner Title: Chief Executive Officer Date: October 28, 2024 5

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View this 8-K filing on SEC EDGAR