Charlton Aria Acquisition Corp

S-11 ea0208496-04.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 24, 2024.

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its constitutional documents)

Not Applicable

(Translation of Registrant’s name into English)

221 W 9 th St #848

Wilmington, DE 19801

909-214-2482

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert W. Garner

Chief Executive Officer and Chairman

221 W 9 th St #848

Wilmington, DE 19801

909-214-2482

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

$75,000,000

7,500,000 Units

Charlton Aria Acquisition Corporation is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of one Class A ordinary share, par value $0.0001 per share, or “Class A ordinary shares”, and one right to receive one-eighth of one Class A ordinary share. Each eight rights entitle the holder thereof to receive one Class A ordinary share upon the consummation of our business combination. We will not issue fractional shares upon the conversion of the rights. As a result, you must hold rights in multiples of eight in order to receive shares for all of your rights upon the consummation of a business combination.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.

We have granted Clear Street LLC, or “Clear Street”, the representative of the underwriters of this offering, a 45-day option to purchase up to an additional 1,125,000 units (over and above the 7,500,000 units referred to above) solely to cover over-allotments, if any.

We will provide the holders of our issued and outstanding Class A ordinary shares that were sold in this offering, or the “public shares,” with the opportunity to redeem their public shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in a trust account, maintained in the U.S. by Wilmington Trust, N.A., as trustee (“Trust Account”), including interest (net of taxes payable and up to $100,000 of interest generated from the funds held in the Trust Account released to us to pay dissolution expenses), divided by the number of then issued and outstanding public shares that were sold in this offering, no matter if they vote “for”, “against,” or abstain from voting on the business combination proposal. The redemption rights for the public shareholders are subject to certain limitations, including that (i) under our second amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering; and (ii) as our second amended and restated memorandum and articles of association provides that we may not consummate an initial business combination if we cannot maintain net tangible assets of $5,000,001 upon such business combination, we may redeem up to such number of public shares that would permit us to maintain net tangible assets of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, the redemption threshold may be further limited. For further information, see “Prospectus Summary — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 27 and “Risk Factors — The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.” on page 61 of this prospectus.

However, if the business combination is not approved or consummated, the redeeming public shares will be returned to the respective holders, brokers or banks. In addition, holders of the units sold in this offering, or the “public units” (except with regard to the public shares underlying the public units), and holders of the rights sold in this offering, or the “public rights,” have not been provided with the opportunity to redeem their public units or public rights in connection with the consummation of our initial business combination.

We have 18 months from the closing of this offering to consummate our initial business combination (or up to 24 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus). In addition, after the closing of this offering, we may also hold a shareholder meeting to seek shareholders’ approval for an amendment to the then existing memorandum and articles of association, as amended,

to modify the amount of time or substance we have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity), provided that we provide the holders of public shares the opportunity to redeem their public shares in connection with such amendment. If we are unable to complete our initial business combination within the time period described in this prospectus, unless we extend such period pursuant to our second amended and restated memorandum and articles of association, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable and up to $100,000 of interest generated from the funds held in the Trust Account released to us to pay dissolution expenses), pro rata to our public shareholders, by redeeming 100% of the public shares at a per-share price, payable in cash, as described in this prospectus and thereafter cease all operations except for the purpose of winding up of our affairs, as further described herein.

Our insiders collectively own 2,156,250 Class B ordinary shares, par value $0.0001 per share, or “insider shares” prior to this offering, including (i) 1,996,250 insider shares owned by our sponsor, ST Sponsor II Limited (up to 281,250 shares of which are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised), 60,000 of which will be transferred to the independent directors of the Company immediately before the offering, (ii) 100,000 insider shares owned by our Chairman, CEO and Director, Robert (Will) W. Garner, and (iii) 60,000 insider shares owned by our CFO and Director, Yuanmei Ma.

The insider shares are identical to the Class A ordinary shares of the Company, except that (i) they will automatically convert into our Class A ordinary shares at the time of our initial business combination, (b) they are subject to certain transfer restrictions; (c) prior to our initial business combination, only holders of the insider shares have the right to vote on the appointment or removal of a member of the board of directors for any reason; (d) our sponsor and each member of our management team have entered into a letter agreement (the “Letter Agreement”) with us to waiver their redemption rights, rights to liquidating distributions from the Trust Accounts and other shareholder rights enjoyed by holders of the Class A ordinary shares. For further information on the transfer restrictions, see “Principal Shareholders — Restrictions on Transfers of Insider Shares and Private Units” on page 125 of the prospectus; for other information, see “Description of Securities — Insider Shares” on page 132 of the prospectus.

In addition to the insider shares, our sponsor has committed to purchase from us an aggregate of 240,000 units (or up to 256,875 units if the underwriters’ over-allotment option is exercised in full) or “private units,” at $10.00 per private unit for a total purchase price of $2,400,000 (or $2,568,750, if the underwriters’ over-allotment option is exercised in full or in part). The sale of the private units will take place on a private placement basis simultaneously with the consummation of this offering. These private units are identical to the public units, subject to limited exceptions as further described herein. All of the proceeds we receive from the private placement will be placed in the Trust Account.

Following this offering, our sponsor will own a total of 1,665,000 insider shares and 240,000 private units, representing 19.7% of the issued and outstanding shares following this offering. In total, the sponsor will pay for a nominal aggregate purchase price of $2,421,754 for an aggregate of 1,905,000 shares and 240,000 rights (which will be converted to 30,000 shares upon the consummation of our initial business combination).

Lastly, as of June 14, 2024, our sponsor had loaned to us an aggregate of $123,572 to be used to pay formation and a portion of the expenses of this offering, respectively. The loan is payable without interest on the date on which we consummate our initial public offering. If we determine not to proceed with the offering, such amounts would not be repaid. Additionally, in order to meet our working capital needs following the consummation of this offering until completion of an initial business combination, our insiders, officers and directors or their affiliates or designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes, or the “working capital notes,” may be converted upon consummation of our business combination into working capital units at a price of $10.00 per unit, or the “working capital units.” In addition, our insiders, officers and directors or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us to complete an initial business combination which will be evidenced in extension convertible notes, or the “extension notes,” to be repaid in cash or $10.00 per unit, or the “extension units,” at the closing of our initial business combination. If we do not complete our initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

However, other than the foregoing, our sponsor or its affiliates have not received and will not receive any other form of compensation upon the closing of the offering. For further information about compensation received or to be received by our sponsor, its affiliates or promoters, the amount of securities issued or to be issued to our initial shareholders, see “Proposed Business — Our Sponsor” on page 93 of the prospectus.

Because of the nominal consideration of $21,754 the sponsor paid for the insider shares (the initial purchase price of $25,000 for the issuance of the 2,156,250 insider shares less the consideration price of $3,246 be received from directors and officers in exchange for the transfer of certain insider shares), upon the closing of this offering, your public shares will be significantly diluted. In addition, we will be issuing private units to our sponsor in connection with the closing of the offering. To illustrate, the table below shows possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of this offering which we have assumed the issuance of one-eighth of a share for each right outstanding as such issuance will occur upon a business combination without the payment of additional consideration and the sale of the private units in connection with the closing of the offering. The table below assumes: Scenario A) 25% of our public shares are redeemed, Scenario B) 50% of our public shares are redeemed, Scenario C) 75% of our public shares are redeemed, and Scenario D) maximum of our public shares redemptions that would permit us to maintain net tangible assets of $5,000,001 are redeemed.

For further information on the dilutive effect of the insider shares, see “Dilution” on page 80, and “Risk Factor —The nominal purchase price paid by our sponsor for the insider shares may result in significant dilution to the implied value of your public shares prior to or upon the consummation of our initial business combination” on page 52 of this prospectus. In addition to the insider shares, the compensation received or to be received and the amount of securities issued or to be issued to our initial shareholders, including the issuance of working capital units that may be converted from the working capital notes and the issuance of extension units that may be converted from the extension notes, may have dilutive effect on the public shares you hold. However, the extent of such dilutive effect is uncertain. For further information, see “Proposed Business — Our Sponsor” on page 93 of the prospectus, and “Risk Factor — The conversion of any working capital notes or extension notes into working capital units or extension units may result in significant dilution to your

public shares.”and “Risk Factor — We may issue additional ordinary or preferred shares or debt securities to complete a business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.” On pages 53 and 39 of the prospectus.

Mr. Sunny Tan Kah Wei, who is a Malaysian resident and citizen, is the sole director and the sole member of our sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares held by our sponsor. As a result, we may be considered a “foreign person” under rules promulgated by the Committee on Foreign Investment in the United States (CFIUS), and may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as CFIUS), or ultimately prohibited. As a result, the pool of potential targets with which we could complete an initial business combination may be limited. For further information, see “Risk Factor — We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.” on page 73 of this prospectus.

Upon the effectiveness of this prospectus, our management including our officers and directors are all located in the United States. Our sponsor and its sole member are located in Malaysia. There is uncertainty, however, as to whether after the closing of this offering, we will appoint new management member located outside the United States, or in connection with and following the consummation of our initial business combination, all officers and directors of the post-combination entity will be located in the Unites States. If we or post-combination entity has management members outside the United States either before or after the business combination, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon them and our sponsor, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws. For further information, see “Risk Factors — Upon the effectiveness of this prospectus, all of our executive officers and directors will be located outside the United States and our sponsor and its sole member are located in Malaysia, however, there is uncertainty as to whether after this offering, we will appoint new management member located outside the United States, or the management ofpost-combination entity will have members located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights upon our sponsor or its sole member, or future those officers and directors located outside the United States appointed after this offering or in connection with the business combination.” on page 69 of this prospectus.

Each of our initial shareholders, including our sponsor, any affiliate of our sponsor, our directors or officers, may have interests that may be different from, in addition to or in conflict with yours. As more fully discussed in “Management —Conflicts of Interest,” on page 119 of the prospectus, if any of our initial shareholders become aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under the Cayman Islands law, prior to presenting such business combination opportunity to us.

Prior to this offering, there has been no public market for our units, ordinary shares, or rights. We have applied to have our units listed on the NASDAQ Global Market, or NASDAQ, under the symbol “CHARU” on or promptly after the date of this prospectus. The Class A ordinary shares and rights comprising the units will begin separate trading on the 52 nd day after the closing of this offering unless Clear Street informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights will be traded on NASDAQ under the symbols “CHAR” and “CHARR,” respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation to subscribe for units may be made to the public in the Cayman Islands.

(1) Includes $0.15 per unit sold in the base offering, or $1,125,000 in the aggregate (or up to $1,293,750 if the over-allotment option is exercised in full), is payable upon the closing of this offering. Also includes $0.20 per unit sold in the base offering, or $1,500,000 in the aggregate, (or up to $1,725,000 if the over-allotment option is exercised in full) payable to the underwriters in this offering, for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. If no business combination is consummated, such deferred commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred commissions. The table does not include certain other fees and expenses payable (or securities issuable) to the underwriters in connection with this offering. In addition, we have agreed to issue to the representative of the underwriters or its designee an aggregate of 75,000 Class A ordinary shares (or up to 86,250 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), which we refer to herein as the “representative shares”, as part of representative compensation, which will be issued upon the consummation of this offering. See also “Underwriting” on page 155 of this prospectus for a description of compensation and other items of value payable to the underwriters.

Upon consummation of the offering, $10.025 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into the Trust Account maintained by Wilmington Trust, N.A., acting as trustee. Such amount approximately includes $1,500,000, or $1,725,000 if the underwriters’ over-allotment option is exercised in full, payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our liquidation upon our failure to consummate a business combination within the required time period.

The underwriters are offering the units for sale on a firm-commitment basis. Delivery of the units will be made on or about __________, 2024.

Sole Book-Running Manager

Clear Street

The date of this prospectus is _______________, 2024