Charlton Aria Acquisition Corp. Announces Unregistered Equity Sale
Ticker: CHARU · Form: 8-K · Filed: Nov 22, 2024 · CIK: 2024459
| Field | Detail |
|---|---|
| Company | Charlton Aria Acquisition CORP (CHARU) |
| Form Type | 8-K |
| Filed Date | Nov 22, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $10.00, $75,000,000, $2,400,000, $10,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-sale, equity-securities, private-placement
TL;DR
Charlton Aria Acquisition Corp. sold unregistered equity, details in filing.
AI Summary
Charlton Aria Acquisition Corp. announced on November 19, 2024, that it entered into a Securities Purchase Agreement for the unregistered sale of equity securities. The filing also disclosed other events and financial statements/exhibits related to this transaction.
Why It Matters
This filing indicates a private placement of equity securities, which could impact the company's capital structure and future dilution for existing shareholders.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can sometimes indicate a need for capital or a less transparent funding method, potentially carrying higher risks.
Key Players & Entities
- Charlton Aria Acquisition Corp. (company) — Registrant
- November 19, 2024 (date) — Date of earliest event reported
- November 21, 2024 (date) — Date of Report
- Securities Purchase Agreement (document) — Agreement for equity sale
FAQ
What type of equity securities were sold in the unregistered sale?
The filing does not specify the exact type of equity securities sold, only that it was an unregistered sale of equity securities.
What is the purpose of the unregistered sale of equity securities?
The filing does not explicitly state the purpose of the unregistered sale of equity securities.
Who are the purchasers of the unregistered equity securities?
The filing does not disclose the identity of the purchasers of the unregistered equity securities.
What are the terms of the Securities Purchase Agreement?
The filing mentions the existence of a Securities Purchase Agreement but does not detail its specific terms.
Are there any financial statements or exhibits attached to this filing that provide more detail?
Yes, the filing indicates that financial statements and exhibits are included, which may provide further details on the transaction.
Filing Stats: 951 words · 4 min read · ~3 pages · Grade level 12.1 · Accepted 2024-11-21 19:30:28
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
- $10,000,000 — s”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and s
- $150,000 — ate Units, generating gross proceeds of $150,000. The Company also issued additional 10,
- $10,025,000 — ditional Private Units, the proceeds of $10,025,000 from the proceeds of the offering of th
Filing Documents
- ea0221992-8k_charlton.htm (8-K) — 22KB
- ea022199201ex99-1_charlton.htm (EX-99.1) — 55KB
- ea022199201ex99-2_charlton.htm (EX-99.2) — 8KB
- 0001213900-24-101135.txt ( ) — 86KB
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The information included in Item 8.01 is incorporated into this Item by reference.
01 Other Events
Item 8.01 Other Events. As previously disclosed on a Current Report on Form 8-K filed on October 27, 2024, on October 25, 2024, Charlton Aria Acquisition Corporation (the “Company”) consummated the initial public offering (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 Final Prospectus (File No. 333-282313) filed by the Company on October 24, 2024. 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. In connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units&rd
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 99.1 Unaudited Pro Forma Balance Sheet as of October 25, 2024. 99.2 Press Release, dated November 19, 2024. 1
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/ Yuanmei Ma Name: Yuanmei Ma Title: Chief Financial Officer Date: November 21, 2024 2