SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Tan Kah Wei (Last) (First) (Middle) C/O CHARLTON ARIA ACQUISITION CORP 221 W 9TH ST #848 (Street) WILMINGTON DE 19801 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Charlton Aria Acquisition Corp [ CHAR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Share	05/12/2025		S		255,000(1)(2)(3)	D	$1.85(2)	0	I	See Footnotes
Class B Ordinary Share	05/12/2025		S		1,905,000(1)(2)(4)	D	$1.85(2)	0	I	See Footnotes

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Rights	$0	05/12/2025		S			255,000(1)(2)(4)	(5)	(5)	Class A Ordinary Shares	255,000	$10	0	I	See Footnotes

Explanation of Responses:

1. ST Sponsor II Limited (the "Sponsor") is the record holder of the shares reported herein. Mr. Sunny Tan Kah Wei was the sole director and sole shareholder of the Sponsor. As such, Mr. Tan could be deemed to have beneficial ownership of the ordinary shares held directly by the Sponsor.

2. On May 12, 2025, Mr. Tan entered into a share purchase agreement with Sovereign Global Trust LLC ("Investor"), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day; in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the "Closing") of the transactions contemplated under the share purchase agreement on May 13, 2025. It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor.

3. Representing 240,000 Class A ordinary shares of Charlton Aria Acquisition Corporation (the "Issuer") underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of the initial public offering (the "IPO") of the Issuer on October 25, 2024 and 15,000 Class A ordinary shares underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of a partial closing of the sales of certain over-allotment option the Issuer granted to the underwriters of the IPO on November 19, 2024. Each Private Unit consists of one Class A ordinary share and one right.

4. Representing 1,936,250 Class B ordinary shares of the Issuer acquired by the Sponsor prior to the IPO less 31,250 Class B ordinary shares forfeited by the Sponsor on December 9, 2024 upon the expiration of the remaining over-allotment option not exercised by the underwriters of the IPO. 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.

5. As described in the Right Agreement dated October 24, 2024, between the Issuer and Continental Stock Transfer & Trust Company, LLC, each private rights will automatically convert into 1/8 of one Class A ordinary share upon the completion of the initial business combination of the Issuer.

	/s/ Tan Kah Wei	05/13/2025
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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