UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHARLTON ARIA ACQUISITION CORPORATION
(Name of Issuer)
Ordinary Share, par value $0.0001 per share
(Title of Class of Securities)
G9877L107
(CUSIP Number)
Sunny Kah Wei Tan
Director
ST Sponsor II Limited
221 W 9th St #848
Wilmington, DE 19801
909-214-2482
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 23, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. G9877L107
| 1 | Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ST Sponsor II Limited |
| 2 | Check the appropriate box if a member of a group* (a) ☐ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds* OO |
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) oI(e) ☐ |
| 6 | Citizenship or place of organization CaymanCayman Islands |
Number of
shares
beneficially
owned by each
reporting
person with | 7 | Sole voting power 2,176,250(1)(2) |
| 8 | Shared voting power |
| 9 | Sole dispositive voting power 2,176,250 (1)(2) |
| 10 | Shared dispositive power |
| 11 | Aggregate amount beneficially owned by each reporting person 2,176,250 (1)(2) |
| 12 | Check box if the aggregate amount in row (11) excludes certain shares* ☐ |
| 13 | Percent of class represented by amount in row (11) 21.99% |
| 14 | Type of reporting person* CO |
| (1) | It includes (i) 240,000 Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) that ST Sponsor II Limited (the “Sponsor”) acquired in a private placement simultaneously with the consummation of the initial public offering on October 25, 2024 , and (ii) 1,936,250 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) that the Sponsor acquired on April 23, 2024. Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on one-for-one basis upon the consummation of an initial business combination (with up to 281,250 shares subject to forfeiture if no over-allotment or partial over-allotment option is exercised by the underwriters of the initial public offering) . |
| (2) | The Sponsor is the record holder of the shares reported herein. Mr. Sunny Tan Kah Wei is the sole director and sole shareholder of the Sponsor. As such, Mr. Tan is deemed to hold voting and dispositive control over the securities held directly by the Sponsor. |
SCHEDULE 13D
CUSIP No. G9877L107
| 1 | Name of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sunny Tan Kah Wei |
| 2 | Check the appropriate box if a member of a group* (a) ☐ (b) ☐ |
| 3 | SEC use only |
| 4 | Source of funds* OO |
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐ |
| 6 | Citizenship or place of organization Canada |
Number of
shares
beneficially
owned by each
reporting
person with | 7 | Sole voting power 2,176,250(3) |
| 8 | Shared voting power |
| 9 | Sole dispositive voting power 2,176,250 (3) |
| 10 | Shared dispositive power |
| 11 | Aggregate amount beneficially owned by each reporting person 2,176,250 (3) |
| 12 | Check box if the aggregate amount in row (11) excludes certain shares* ☐ |
| 13 | Percent of class represented by amount in row (11) 21.99% |
| 14 | Type of reporting person* IN |
| (3) | Mr. Sunny Tan Kah Wei is the sole director and sole shareholder of the Sponsor. As such, Mr. Tan is deemed to hold voting and dispositive control over the securities held directly by the Sponsor. |
SCHEDULE 13D
CUSIP No. G9877L107
This statement relates (the “Schedule 13D”) to the Class A ordinary share, par value $0.0001 (the “Class A Ordinary Share”), issued by Charlton Aria Acquisition Corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
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
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.
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.
SCHEDULE 13D
CUSIP No. G9877L107
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 of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
The Reporting Persons may, at any time and from time to time, formulates other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.
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
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.
SCHEDULE 13D
CUSIP No. G9877L107
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:
SCHEDULE 13D
CUSIP No. G9877L107
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 | |
