Charlton Aria Acquisition Corp. Files S-1/A Amendment

TL;DR

SPAC Charlton Aria Acquisition Corp. filed an S-1/A. Looks like they're still aiming for a deal.

AI Summary

Charlton Aria Acquisition Corp. filed an S-1/A amendment on October 23, 2024, for its registration statement (No. 333-282313). The company, incorporated in the Cayman Islands, is a blank check company operating in the Real Estate & Construction sector. Its principal executive offices are located at 221 W 9th St #848, Wilmington, DE 19801, with a contact phone number of 909-214-2482.

Why It Matters

This filing indicates Charlton Aria Acquisition Corp. is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination.

Risk Assessment

Risk Level: medium — As a blank check company, its success is entirely dependent on identifying and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-282313 — SEC File Number (Identifies the specific registration for Charlton Aria Acquisition Corp.)

Key Players & Entities

• Charlton Aria Acquisition Corp. (company) — Registrant
• October 23, 2024 (date) — Filing Date
• 333-282313 (registration_number) — SEC Registration Number
• Cayman Islands (jurisdiction) — Place of Incorporation
• 6770 (sic_code) — Standard Industrial Classification Code
• 221 W 9th St #848 Wilmington, DE 19801 (address) — Principal Executive Offices
• 909-214-2482 (phone_number) — Business Phone Number
• Robert W. Garner (person) — CEO and Chairman

FAQ

Key Financial Figures

• $75,000,000 — 0a0; October  23 , 2024 $75,000,000 CHARLTON ARIA ACQUISITION CORPORATION
• $10.00 — nit that we are offering has a price of $10.00 and consists of one Class A ordi
• $0.0001 — lass A ordinary share, par value $0.0001 per share, or “Class A or
• $100,000 — nterest (net of taxes payable and up to $100,000 of interest generated from the funds he
• $5,000,001 — cannot maintain net tangible assets of $5,000,001 upon such business combination, we may
• $2,400,000 — vate unit for a total purchase price of $2,400,000 (or $2,568,750, if the underwriters&#x2
• $2,568,750 — total purchase price of $2,400,000 (or $2,568,750, if the underwriters’ over -allo
• $2,421,754 — r a nominal aggregate purchase price of $2,421,754 for an aggregate of 1,905,000 shares an
• $123,572 — ponsor had loaned to us an aggregate of $123,572 to be used to pay formation and a porti
• $3,000,000 — t the lender’s discretion, up to $3,000,000 of the notes, or the “working ca
• $7,500 — receive a monthly cash compensation of $7,500 among from the date of the offer letter
• $5,000 — receive a monthly cash compensation of $5,000 among from the date of the offer letter
• $21,754 — Because of the nominal consideration of $21,754 the sponsor paid for the insider shares
• $25,000 — r shares (the initial purchase price of $25,000 for the issuance of the 2,156,250 insid
• $3,246 b — shares less the consideration price of $3,246 be received from directors and officers i

Filing Documents

• ea0208496-09.htm (S-1/A) — 3752KB
• 0001213900-24-089919.txt ( ) — 3753KB

From the Filing

As filed with the Securities and Exchange Commission on October 23 , 2024. Registration No. 333-282313 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ Charlton Aria Acquisition Corporation (Exact name of registrant as specified in its constitutional documents) ____________________ Not Applicable (Translation of Registrant’s name into English) Cayman Islands   6770   Not Applicable (State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number) 221 W 9 th St #848 Wilmington, DE 19801 909-214-2482 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) ____________________ Robert W. Garner Chief Executive Officer and Chairman 221 W 9 th St #848 Wilmington, DE 19801 909-214-2482 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ Copies to: Arila E. Zhou, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20 th Floor New York, NY 10017 Tel: (212) 451 -2908   Michael J. Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Tel: 713-651-2600 ____________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b -2 of the Exchange Act. Large accelerated filer     Accelerated filer   Non -accelerated filer     Smaller reporting company           Emerging growth company   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.     Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS   $75,000,000 CHARLTON ARIA ACQUISITION CORPORATION 7,500,000 Units Charlton Aria Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exem

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