September 12, 2024

Robert W. Garner
Chief Executive Officer
Charlton Aria Acquisition Corp.
221 W 9th St #848
Wilmington, DE 19801

       Re: Charlton Aria Acquisition Corp.
           Amendment No.1 to Draft Registration Statement on Form S-1
           Submitted August 28, 2024
           CIK No. 0002024459
Dear Robert W. Garner:

     We have reviewed your amended draft registration statement and have the
following
comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
August 15, 2024 letter.

Draft Registration Statement on Form S-1 Submitted August 28, 2024
Cover Page

1.     We acknowledge your response to prior comment 4. We also note that
footnotes (4) and
       (8) of the dilution table on the cover page are inconsistent with
footnotes (4) and (8) of the
       dilution table elsewhere in the prospectus. Please revise or advise.
Our Sponsor, page 4

2.     We acknowledge your response to prior comment 12. Please revise your
table here and on
       page 111 to identify the natural persons and entities subject to the
agreement and describe
       any exceptions under the agreement. Please see Item 1603(b)(9) of
Regulation S-K.
 September 12, 2024
Page 2
3.     Please revise the disclosure accompanying the table on page 6 and
disclosure on page 89
       to also refer to the loans to be repaid upon completion of the offering,
consistent with
       your disclosure on your cover page. Please see Item 1603(a)(6).
4.     We acknowledge your response to prior comment 14. Please revise the
table on pages 6
       and 7 disclosing the securities owned by the sponsor to indicate the
price paid or to be
       paid for the securities in the table. Outside of the table and on the
cover page, please
       describe the extent to which compensation and the issuance of securities
may result in a
       material dilution of the purchasers    equity interests. Note that this
is in addition to the
       information to be presented in the dilution tables. See Items
1602(a)(3), 1602(b)(6) and
       1603(a)(6) of Regulation S-K.
Automatic liquidation if no business combination, page 27

5.     We note disclosure you revised in response to prior comment 16. Where
you state that up
       to $100,000 "of interests of the trust fund" may be released to cover
dissolution expenses
       including liquidation expenses of the Trust Account, please clarify
whether you mean to
       refer to interest on the funds held in the trust account, or the
interests or assets of the trust
       account itself that may be released.
Dilution, page 78

6.     We have reviewed your response to comment 20 and your revised
disclosure. Please
       revise your dilution table to show the nature and amounts of each source
of dilution used
       to determine net tangible book value per share, as adjusted; the number
of shares used to
       determine net tangible book value per share, as adjusted; and any
adjustments to the
       number of shares used to determine the per share component of net
tangible book value
       per share, as adjusted, in quartile intervals. Refer to Item 1602(c) of
Regulation S-K.
7.     Within your risk factors, we note several mentions of possible actions
which may cause
       further dilution, including dilutive equity financings. Please revise
your dilution
       disclosure to describe each material potential source of future dilution
following your
       offering, including sources not included in your dilution table. Refer
to Item 1602(c) of
       Regulation S-K.
Our sponsor, page 109

8.     We note the disclosure you added in response to prior comment 21. Please
clarify
       whether, although Mr. Tan is not expected to transfer any securities of
the sponsor prior to
       the offering, there are any circumstances under which he could
indirectly transfer
       ownership of SPAC securities through the transfer of sponsor membership
interests.
       Disclosure should also address the possibility of such transfers at any
time, not limited to
       the period prior to the offering.
Item 16. Exhibits and Financial Statement Schedules, page II-2

9.     We note you have identified Stephen Markscheid, Umesh Patel, and Mark
Chaney as
       your director nominees. Please revise your exhibit index to include the
correct natural
       persons who have consented as your director nominee. Refer to Rule 438
of the Securities
       Act.
 September 12, 2024
Page 3

       Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:   Arila Zhou