ST Sponsor II Ltd Files SC 13D for Charlton Aria Acquisition

TL;DR

**ST Sponsor II Ltd just filed a 13D on Charlton Aria Acquisition Corp. Big ownership change incoming.**

AI Summary

On October 23, 2024, ST Sponsor II Ltd, through its director Sunny Kah Wei Tan, filed a Schedule 13D with the SEC regarding Charlton Aria Acquisition Corp. The filing indicates a change in beneficial ownership of the ordinary shares of Charlton Aria Acquisition Corp, a blank check company.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition in Charlton Aria Acquisition Corp, which could impact its future business strategy and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility and uncertainty for investors.

Key Players & Entities

• ST Sponsor II Ltd (company) — Filing entity
• Sunny Kah Wei Tan (person) — Director and authorized contact for ST Sponsor II Ltd
• Charlton Aria Acquisition Corp (company) — Subject company

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Share, par value $0.0001 per share (Title of Class of Securitie
• $25,000 — ares for an aggregate purchase price of $25,000. On September 11, 2024, the Sponsor tr
• $10.00 — , the Sponsor acquired 240,000 units at $10.00 per unit, each unit consisting of one C

Filing Documents

• ea0218694-13dstsp2_charl.htm (SC 13D) — 53KB
• ea021869401ex7-1_charlton.htm (EX-7.1) — 3KB
• ea021869401ex10-1_charlton.htm (EX-10.1) — 54KB
• ea021869401ex10-2_charlton.htm (EX-10.2) — 20KB
• ea021869401ex10-3_charlton.htm (EX-10.3) — 21KB
• ea021869401ex10-4_charlton.htm (EX-10.4) — 29KB
• 0001213900-24-090755.txt ( ) — 182KB

Security and Issuer

Item 1. Security and Issuer. Securities acquired: Class B ordinary share, $0.0001 par value (the “ Class B Ordinary Share ”, together with the Class A Ordinary Shares, the “ Ordinary Shares ”), automatically convertible into Class A Ordinary Shares on one for one basis. Issuer: Charlton Aria Acquisition Corporation 221 W 9th St #848Wilmington, DE 19801

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by ST Sponsor II Limited, a Cayman Islands company (the “ Sponsor ”) and Mr. Sunny Tan Kah Wei (“ Mr. Tan ”, together with the Sponsor, the “ Reporting Persons ”). The Reporting Persons are the holders of record of approximately 21.99% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of October 25, 2024. (b) The principal business address of the Sponsor is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal business address of Mr. Sunny Tan Kah Wei is c/o Charlton Aria Acquisition Corporation, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. (c) The Sponsor is the sponsor of the Issuer’s initial public offering and primarily involved in investment. Mr. Tan is the sole director and sole shareholder of the Issuer. (d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. (f) The Sponsor is a company incorporated in Cayman Islands. The citizenship of Mr. Tan is Malaysian.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. 4 SCHEDULE 13D CUSIP No. G9877L107

Purpose of Transaction

Item 4. Purpose of Transaction. On April 23, 2024, the Sponsor acquired 2,156,250 Class B Ordinary Shares for an aggregate purchase price of $25,000. On September 11, 2024, the Sponsor transferred 160,000 Class B Ordinary Shares to certain directors of the Issuer at its original purchase price pursuant to a securities transfer agreement among the Sponsor, the Issuer and certain directors of the Issuer. On October 24, 2024, in connection with the initial public offering of the Issuer, the Sponsor transferred 60,000 Class B Ordinary Shares to certain directors of the Issuer pursuant to a securities transfer agreement among the Sponsor, the Issuer and certain directors of the Issuer. On October 25, 2024, simultaneously with the initial public offering of the Issuer and exercise of over-allotment option in full, the Sponsor acquired 240,000 units at $10.00 per unit, each unit consisting of one Class A Ordinaryand one right. Each right entitles the holder to acquire one-eighth of one Class A Ordinary Share at the competion of an initial business combination of the Issuer. Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 9,896,250 Ordinary Shares outstanding as of October 25, 2024. The Reporting Persons beneficially own 2,176,250 Ordinary Shares, representing approximately 21.99% issued and outstanding Ordinary Shares. (b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Persons is 2,176,250 Ordinary Shares, representing approximately 21.99% issued and outstanding Ordinary Shares. (c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the ordinary shares were effected during the past sixty (60) days by the Reporting Persons. (d) N/A (e) N/A

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. 5 SCHEDULE 13D CUSIP No. G9877L107

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits.

of the Schedule 13D is hereby amended by adding the following

Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section: Exhibit No. Description 7.1 Joint Filling Agreement, dated October 25, 2024 10.1 Securities Subscription Agreement dated April 23, 2024 by and among the Issuer and the Sponsor. 10.2 Securities Transfer Agreement dated September 11, 2024 by and among the Issuer, the Sponsor and certain directors of the Issuer. 10.3 Securities Transfer Agreement dated October 24, 2024 by and among the Issuer, the Sponsor and certain directors of the Issuer. 10.4 Private Placement Units Purchase Agreement dated October 24, 2024 between the Sponsor and the Issuer. 6 SCHEDULE 13D CUSIP No. G9877L107

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: October 25, 2024 ST Sponsor II Limited By: /s/ Sunny Tan Kah Wei Name: Sunny Tan Kah Wei Title: Sole Director Sunny Tan Kah Wei /s/ Sunny Tan Kah Wei 7

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View this SC 13D filing on SEC EDGAR