Stephen Markscheid Form 3 Charlton Aria Acquisition / Stephen Markscheid ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Markscheid Stephen

(Last) (First) (Middle)

C/O CHARLTON ARIA ACQUISITION CORP

221 W 9TH ST #848

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2024

3. Issuer Name and Ticker or Trading Symbol
Charlton Aria Acquisition Corp [ CHAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares	20,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. ST Sponsor II Limited (the "Sponsor") assigned 20,000 Class B ordinary shares of Charlton Aria Acquisition Corporation (the "Issuer") to Mr. Markscheid immediately following the effectiveness of the Issuer's Registration Statement on Form S-1 (File No.: 333-282313) pursuant to a securities transfer agreement dated October 24, 2024. As a result, Mr. Markscheid directly owns 20,000 Class B ordinary shares of the Issuer. 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.

	/s/ Stephen Markscheid	10/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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