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Charlton Aria Acquisition Corp

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

CHAR$10.97+0.1%Stored close · as of Nov 5, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0001213900-25-070811

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001213900-25-108475

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 47 previous paragraphs and 47 current paragraphs.

37 unchanged; 10 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Reworded paragraphs (10)

Previous wording

For the three months ended June 30, 2025, we had a net income of $778,024, which consisted of interest and dividends earned on investments held in trust account of $904,628 and interest income of $776, which was partially offset by formation and operating costs of $127,380.

Current wording

For the three months ended September 30, 2025, we had a net income of $806,989, which consisted of interest and dividends earned on investments held in trust account of $915,972 and interest income of $94, which was partially offset by formation and operating costs of $109,077.

Previous wording

For the three months ended June 30, 2024, we had a net loss of $15,833, which consisted of formation and operating costs of $15,833.

Current wording

For the three months ended September 30, 2024, we had a net loss of $315,671, which consisted of formation and operating costs of $130,326 and stock-based compensation expense of $185,345.

Previous wording

For the six months ended June 30, 2025, we had a net income of $1,509,281, which consisted of interest and dividends earned on investments held in trust account of $1,803,830 and interest income of $3,083, which was partially offset by formation and operating costs of $297,632.

Current wording

For the nine months ended September 30, 2025, we had a net income of $2,316,270, which consisted of interest and dividends earned on investments held in trust account of $2,719,802 and interest income of $3,177, which was partially offset by formation and operating costs of $406,709.

Previous wording

For the period from March 22, 2024 (inception) through June 30, 2024, we had a net loss of $15,853, which consisted of formation and operating costs of $15,853.

Current wording

For the period from March 22, 2024 (inception) through September 30, 2024, we had a net loss of $331,524, which consisted of formation and operating costs of $146,179 and stock-based compensation expense of $185,345.

Previous wording

As of June 30, 2025, the Company had cash of $48,631 and working capital of $112,601.

Current wording

As of September 30, 2025, the Company had cash of $10,775 and working capital of $3,618.

Previous wording

For the six months ended June 30, 2025, there was $398,788 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,803,830, the increase in prepaid expenses of $60,547, the decrease in accounts payable and accrued expenses of $31,192, and the decrease in due to related parties of $12,500. The changes were offset by net income of $1,509,281.

Current wording

For the nine months ended September 30, 2025, there was $436,644 of cash used in operating activities resulting from dividend earned on investments held in trust account of $2,719,802, the increase in prepaid expenses of $27,840, and the decrease in accounts payable and accrued expenses of $17,772. The changes were partially offset by net income of $2,316,270 and the increase in due to related parties of $12,500.

Previous wording

For the period from March 22, 2024 (inception) through June 30, 2024, there was $0 of cash used in or provided by operating activities.

Current wording

For the period from March 22, 2024 (inception) through September 30, 2024, there was $0 of cash used in or provided by operating activities. However, during the period, we incurred net loss of $331,524, our Sponsor paid for the formation and operating costs of $117,429, we incurred stock-based compensation expense of $185,345 and increased our due to related parties of $28,750 on officer salaries.

Previous wording

For the six months ended June 30, 2025 and for the period from March 22, 2024 (inception) through June 30, 2024, there was no investing activities.

Current wording

For the nine months ended September 30, 2025 and for the period from March 22, 2024 (inception) through September 30, 2024, there was no investing activities.

Previous wording

For the six months ended June 30, 2025 and for the period from March 22, 2024 (inception) through June 30, 2024, there was no financing activities.

Current wording

For the nine months ended September 30, 2025 and for the period from March 22, 2024 (inception) through September 30, 2024, there was no financing activities.

Previous wording

We granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. Theunderwriters had exercised the over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.

Current wording

We granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters had exercised the over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.