Charlton Aria Acquisition (CHAR) 8-KCharlton Aria Acquisition Corp. Announces Pricing of $75,000,000 Initial Public Offering

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2024 (October 24, 2024)

909-214-2482

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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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, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Second Amended and Restated Memorandum and Articles of Association.

The underwriters have been granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any. Up to 281,250 shares of the 2,156,250 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary share”) held by our Sponsor will be forfeited to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after the IPO (without given effect to the sale of the Private Units, the Representative Shares, and assuming our directors, officers, Sponsor or any of the foregoing’s affiliates do not purchase Units in the IPO). 

In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:

The Underwriting Agreement is included as Exhibit 1.1, the Rights Agreement is included as Exhibit 4.1, the other agreements are included as Exhibits 10.1 to 10.6, respectively, hereto, and each of such exhibits is incorporated by reference herein.

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.

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.

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 Statement and above, none of the directors mentioned above are party to any arrangement or understanding with any person pursuant to which 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.

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.

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 Statement), subject to applicable law.

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.

Item 9.01 Financial Statements and Exhibits.

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.