8-K
Charlton Aria Acquisition Corp (CHAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November21, 2024 (November 19, 2024)
| CHARLTON ARIA ACQUISITION CORPORATION | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Cayman Islands | 001-42386 | N/A |
| --- | --- | --- |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) | |
| 221 W 9^th^ St #848Wilmington, DE 19801 | ||
| --- | ||
| (Address of principal executive offices) |
909-214-2482
**(**Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-eighth of one Class A ordinary share | CHARU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | CHAR | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-eighth of one Class A ordinary share | CHARR | The Nasdaq Stock Market LLC |
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).
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 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
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”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Units”) to the Sponsor at a purchase price of $10.00 Private Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.
In connection with the offering of the Option Units and the sale of Additional Private Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.
The Company’s unaudited pro forma balance sheet as of October 25, 2024, reflecting the receipts of the proceeds of the offering of the Option Units and the sale of Additional Private Units on November 19, 2024, is included as Exhibit 99.1 to this Current Report on Form 8-K.
On November 19, 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 Option Units.
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
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
Exhibit 99.1
CHARLTON ARIA ACQUISITION CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
October 25, 2024
| Pro Forma<br> Adjustments | Note | As Adjusted | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||
| Current Assets | |||||||||
| Cash | 850,268 | $ | 150,000 | (b) | $ | 825,268 | |||
| (25,000 | ) | (b) | |||||||
| (150,000 | ) | (c) | |||||||
| Prepaid expenses | 14,800 | - | 14,800 | ||||||
| Total Current Assets | 865,068 | (25,000 | ) | 840,068 | |||||
| Cash held in Trust Account | 75,187,500 | 10,000,000 | (a) | 85,212,500 | |||||
| 25,000 | (b) | ||||||||
| Total Assets | 76,052,568 | $ | 10,000,000 | $ | 86,052,568 | ||||
| Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders' Deficit | |||||||||
| Current Liabilities | |||||||||
| Accounts payable and accrued expenses | 10,860 | $ | - | $ | 10,860 | ||||
| Due to related parties | 40,000 | - | 40,000 | ||||||
| Promissory note - related party | 273,969 | - | 273,969 | ||||||
| Over-allotment liability | 561,326 | (498,956 | ) | (e) | 62,370 | ||||
| Total Current Liabilities | 886,155 | (498,956 | ) | 387,199 | |||||
| Deferred underwriting commission payable | 1,500,000 | 200,000 | (c) | 1,700,000 | |||||
| Total Liabilities | 2,386,155 | (298,956 | ) | 2,087,199 | |||||
| Commitments and Contingencies | |||||||||
| Class A ordinary shares subject to possible redemptions, 0.0001 par value, 445,000,000 shares authorized, 7,500,000 shares and 8,500,000 shares subject to possible redemptions, as actual and adjusted, respectively | 75,187,500 | 10,025,000 | (d) | 85,212,500 | |||||
| Shareholders' Equity: | |||||||||
| Preference shares, 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | - | - | - | ||||||
| Class A ordinary shares, 0.0001 par value, 445,000,000 shares authorized, 315,000 shares and 340,000 shares issued and outstanding, as actual and adjusted, respectively, (excluding 7,500,000 shares and 8,500,000 shares subject to possible redemptions, as actual and adjusted, respectively) | 32 | 100 | (a) | 34 | |||||
| 1 | (b) | ||||||||
| 1 | (c) | ||||||||
| (100 | ) | (d) | |||||||
| Class B ordinary shares, 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding | 216 | - | 216 | ||||||
| Additional paid-in capital | - | 9,999,900 | (a) | - | |||||
| 149,999 | (b) | ||||||||
| (350,001 | ) | (c) | |||||||
| (10,024,900 | ) | (d) | |||||||
| 498,956 | (e) | ||||||||
| (273,954 | ) | (f) | |||||||
| Accumulated deficit | (1,521,335 | ) | 273,954 | (f) | (1,247,381 | ) | |||
| Total Shareholders' Deficit | (1,521,087 | ) | 273,956 | (1,247,131 | ) | ||||
| Total Liabilities Ordinary Shares Subject to Possible Redemptions and Shareholder's Deficit | 76,052,568 | $ | 10,000,000 | $ | 86,052,568 |
All values are in US Dollars.
The accompanying notes are an integral part of this unaudited pro formabalance sheet.
CHARLTON ARIA ACQUISITION CORPORATIONNOTES TO UNAUDITED PRO FORMA BALANCE SHEET
Note 1 — Closing of Over-allotment Optionsand Additional Private Units, and Issuance of Additional Representative Shares
The accompanying unaudited pro forma balance sheet presents the balance sheet of Charlton Aria Acquisition Corporation (the “Company”) as of October 25, 2024, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 19, 2024, as described below.
On October 25, 2024, 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”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Units”) to the Sponsor at a purchase price of $10.00 Private Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.
In connection with the offering of the Option Units and the sale of Additional Private Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.
2
Pro forma adjustments to reflect the sale of the Option Units, the sale of the Additional Private Units and the issuance of the additional 10,000 Representative Shares described above are as follows:
| Pro Forma Journal Entries | Credit | ||
|---|---|---|---|
| (a) Cash held in Trust Account | 10,000,000 | ||
| Class A ordinary shares | $ | 100 | |
| Additional paid-in capital | $ | 9,999,900 | |
| To record the sale of 1,000,000 Option Units at 10.00 per Unit | |||
| (b) Cash | 150,000 | ||
| Class A ordinary shares | $ | 1 | |
| Additional paid-in capital | $ | 149,999 | |
| Cash held in Trust Account | 25,000 | ||
| Cash | $ | 25,000 | |
| To record the sale of 15,000 Additional Private Units at 10.00 per Unit and to fully fund the Trust Account at 100.25% | |||
| (c) Additional paid-in capital | 350,001 | ||
| Class A ordinary shares | $ | 1 | |
| Cash | $ | 150,000 | |
| Deferred underwriting commission payable | $ | 200,000 | |
| To record the issuance of the additional 10,000 Representative Shares, the payment of initial underwriting commission, and the recognition of the deferred underwriting commission arising from the sale of Option Units | |||
| (d) Class A ordinary shares | 100 | ||
| Additional paid-in capital | 10,024,900 | ||
| Class A ordinary shares subject to possible redemptions | $ | 10,025,000 | |
| To accrete the carrying value of the Class A ordinary shares out of permanent equity into Class A ordinary shares subject to possible redemptions | |||
| (e) Over-allotment liability | 498,956 | ||
| Additional paid-in capital | $ | 498,956 | |
| To transfer the over-allotment liability into additional paid-in capital upon partially exercise of the Option Units | |||
| (f) Additional paid-in capital | 273,954 | ||
| Accumulated deficit | $ | 273,954 | |
| To reallocate additional paid-in capital and accumulated deficit on accretion previously over charged against accumulated deficit in connection with the IPO |
All values are in US Dollars.
3
Exhibit 99.2
CharltonAria Acquisition Corporation Announces Closing of the Underwriter’s Over-Allotment Option in Connection with its Initial PublicOffering
Wilmington, DE, Nov. 19, 2024 (GLOBE NEWSWIRE) -- Charlton Aria Acquisition Corporation (Nasdaq: CHARU), a Cayman Islands exempted company (the “Company”) today announced that it closed the sale of an additional 1,000,000 units of the Company, pursuant to the partial exercise of the underwriter’s over-allotment option granted in connection with the Company’s initial public offering (together with the over-allotment closing, the “Offering”), at the price of $10 per unit, resulting in additional gross proceeds of approximately $10,000,000. The underwriter has a remaining option to purchase up to 125,000 additional units.
After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the Offering increased to 8,500,000 units, resulting in total gross proceeds of $85,000,000, before deducting underwriting discounts and estimated offering expenses.
Each unit of the Company consists of one Class A ordinary share, par value $0.0001 per share (“Class A ordinary Share”) and one right (“Right”). Each Right entitles the holder to receive one-eighth of one Class A Ordinary Share at the closing of the initial business combination of the Company. Once the securities comprising the units begin separate trading, the Class A Ordinary Shares and Rights are expected to be listed on Nasdaq under the symbols "CHAR" and "CHARR", respectively.
Clear Street acted as the sole book-running manager in the offering.
Robinson & Cole LLP served as legal counsel to the Company. Winston & Strawn LLP served as legal counsel to Clear Street.
The offering was made only by means of a prospectus, copies of which may be obtained from Clear Street, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, or by email at ecm@clearstreet.io.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission ("SEC") on October 24, 2024.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutCharlton Aria Acquisition Corporation
Charlton Aria Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-LookingStatements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC's website, www.sec.gov.
ContactInformation:
Charlton Aria Acquisition Corp.
Mr. Robert W. Garner
Chairman, Chief Executive Officer, and Director
221 W 9th St #848
Wilmington, DE 19801
Email: ceo@charltonaria.com