October 2, 2024

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

       Re: Charlton Aria Acquisition Corp.
           Registration Statement on Form S-1
           Filed September 24, 2024
           File No. 333-282313
Dear Robert W. Garner:

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

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Form S-1 filed September 24, 2024
Risk Factors, page 36

1.     We note the disclosure on page 6 and elsewhere that Mr.Tan is not
expected to effect any
       indirect transfer of insider shares by transferring any securities of
the sponsor prior to the
       offering. As requested in prior comment 8, please disclose whether there
are any
       circumstances under which Mr. Tan could transfer sponsor membership
interests and
       thereby indirectly transfer ownership of your securities at any time,
not limited to the
       period prior to the offering. If such circumstances exist, or if there
are no limitations on
       Mr. Tan's ability to transfer sponsor membership interests at any time
prior to the business
       combination, please disclose this specifically. In addition, if true,
please add risk factor
       disclosure about risks that may arise from Mr. Tan transferring his
ownership interest and
       control of the sponsor to another party, or ST Sponsor II Limited
otherwise being
       removed as sponsor before identifying and completing a business
combination.

Dilution, page 80
 October 2, 2024
Page 2

2.     We note redemptions in connection with a business combination cannot
cause your net
       tangible assets to fall below $5,000,001, thereby capping the maximum
redemptions
       permitted. Please revise your dilution table, here and on your cover
page, to present
       dilution at quartile intervals based on percentages of your maximum
redemption
       threshold. Refer to Item 1602(a)(4) of Regulation S-K.
3.     Please tell us why you are presenting possible sources of dilution as
the lead-in to your
       tabular presentation rather than providing effect to material probable
or consummated
       transactions as prescribed in Rule 1602(a)(4) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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