Charlton Aria Acquisition (CHAR) Form 3 Charlton Aria Acquisition / Kah Wei Tan 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^*

ST Sponsor II Ltd

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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 A Ordinary Share	256,875(1)(2)	D
Class B Ordinary Share	1,936,250(1)(3)	D

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
Private Rights	(4)	(4)	Class A Ordinary Shares	256,875	0	D

1. Name and Address of Reporting Person^*

ST Sponsor II Ltd

(Last) (First) (Middle)

C/O CHARLTON ARIA ACQUISITION CORP

221 W 9TH ST #848

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

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)

Explanation of Responses:

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

2. Representing 256,875 Class A ordinary shares of Charlton Aria Acquisition Corporation (the "Issuer") underlying the private units ("Private Units") to be 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. Each Private Unit consists of one Class A ordinary share and one right.

3. Representing 1,936,250 Class B ordinary shares of the Issuer acquired by the Sponsor prior to 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. The amount of shares reported includes up to 281,250 Class B ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part.

4. 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/ Sunny Tan Kah Wei	10/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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