UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May
19, 2025 (
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Item 5.01 Changes in Control of Registrant
Charlton Aria Acquisition Corporation (the “Company,” “we,” “us” or “our”) hereby discloses that, on May 13, 2025, Sunny Tan Kah Wei, an individual residing in Malaysia and the sole shareholder of our sponsor, ST Sponsor II Limited, a Cayman Islands exempted company (“Sponsor”), closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor Sale SPA”), dated as of May 12, 2025, with Sovereign Global Trust LLC, a Delaware limited liability company (“Buyer”).
Pursuant to the Sponsor Sale SPA, Mr. Wei sold all of his shares in Sponsor, representing a 100% interest therein, to Buyer, and Buyer became the sole shareholder of Sponsor. The purchase price was $4,000,000 consisting of funds held by Buyer for investment purposes, paid in cash at closing, plus customary transaction costs. This transaction is referred to below as the “Sponsor Transaction.”
Buyer’s sole member (owner) and sole manager is Valley Point Limited, a British Virgin Islands corporation (“Valley Point”). Accordingly, Valley Point is now the sole shareholder of Sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares and other securities held by Sponsor. Valley Point’s sole member and sole manager is Chen Siak Chan, a resident and citizen of Singapore. Accordingly, Chen Siak Chan, in his capacity as sole member and sole manager of Valley Point, the sole shareholder of Sponsor, is also deemed to have sole voting and investment discretion with respect to our shares and other securities held by Sponsor.
The composition of our board of directors and officers remains unchanged following the closing of the Sponsor Transaction.
Pursuant to our Memorandum and Articles of Association, unless and until the Company completes a business combination, the holders of our Class B ordinary shares (“Class B Shares”) are our only shareholders with voting power with respect to the composition of our board of directors. Sponsor holds 1,905,000 of our Class B Shares, representing approximately 89.6% of the Class B Shares issued and outstanding.
Chen Siak Chan and Valley Point, through their direct and indirect ownership and control of Sponsor following the closing of the Sponsor Transaction, hold sufficient voting power to elect and remove members of our board of directors. Accordingly, the Sponsor Transaction may be deemed to constitute a “change in control” of the Company for the purposes of Form 8-K, Item 5.01.
Item 8.01 Other Events
As was the case when Mr. Wei was the sole shareholder and manager of Sponsor, due to the ownership and control of Sponsor now held by Chen Siak Chan and Valley Point, we may be considered a “foreign person” under rules promulgated by the Committee on Foreign Investment in the United States (“CFIUS”), and may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as CFIUS), or ultimately prohibited. As a result, the pool of potential targets with which we could complete an initial business combination may be limited. For further information, see the section entitled “Risk Factors” the risks described in our final prospectus filed with the SEC on October 24, 2024 (File No. 333-282313), and in particular the risk factor entitled “Risk Factor — We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.” on page 70 thereof.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 19, 2025 | ||