Charlton Aria Acquisition Corp

DEF 14A 1 ea0307635-def14a_charlton.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

CHARLTON ARIA ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

LETTER TO SHAREHOLDERS OF CHARLTON ARIA ACQUISITION CORPORATION

221 W 9th St #848

Wilmington, DE 19801

Dear Shareholders of Charlton Aria Acquisition Corporation:

You are cordially invited to attend (in person or by proxy) the extraordinary general meeting (the “Extraordinary General Meeting”) of Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (“Charlton”, the “Company”, “we”, “us” or “our”), to be held on October 19, 2026 at 9:00 a.m., Eastern time virtually via teleconference, for which you must register in advance at: https://www.cstproxy.com/charltonaria/2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Shareholders are encouraged to attend the meeting via the Internet and will be afforded the same rights and opportunities to vote, ask questions and participate as they would at an in-person Extraordinary General Meeting. The accompanying proxy statement is dated October 7, 2026, and is first being mailed to shareholders of the Company on or about October 7, 2026.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

Each of the proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Extension Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us more time, if necessary, to complete a business combination. The Current Termination Date is October 25, 2026. As previously disclosed and as discussed in more detail in the accompanying proxy statement, the Company has entered into a definitive agreement for its initial business combination with KQC Quantum, Inc. and is in the process of seeking to consummate such business combination. However, it is possible that we will not be able to complete such a business combination by such date. Without the Extension, if we are unable to complete a business combination on or before October 25, 2026, we would be precluded from completing an initial business combination and, among other things, would be required to cease all operations and ultimately liquidate and dissolve the Company. Accordingly, our Board believes that it is advisable and in the best interest of the Company and our shareholders to obtain the Extension in case it becomes necessary to consummate our initial business combination. Notwithstanding the foregoing, we may decide to abandon the Extension Proposal at any time and for any reason prior to effectuating the Extension.

In connection with the Extension Proposal, holders of the Company’s Class A ordinary shares of a par value $0.0001 per share (the “Class A ordinary shares”) who purchased their Class A ordinary shares as part of units sold in the Company’s IPO (such units the “Public Units” and such Ordinary Shares, the “Public Shares”, the holders thereof the “Public Shareholders”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the account established in connection with the IPO and into which certain amount of the net proceeds of the IPO, together with certain of the proceeds of a private placement of units (the “Private Placement”, such units the “Private Placement Units”, the Private Placement Units collectively with the Public Units the “units”) simultaneously with the closing date of the IPO, was deposited, without giving effect to interest that may be withdrawn to pay tax obligations, divided by the number of the then outstanding Public Shares, and which election we refer to as an “Election.” An Election can be made regardless of whether such Public Shareholders vote “FOR” or “AGAINST” the Extension Proposal or do not vote at all, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. The Public Shareholders may make an Election regardless of whether such Public Shareholders were holders as of the record date for the Extraordinary General Meeting. Public shareholders who do not make the Election would be entitled to have their shares automatically redeemed for cash if we do not complete our initial business combination by the Extended Date.

WE ARE NOT ASKING YOU TO VOTE ON OUR BUSINESS COMBINATION AT THIS TIME. IF THE EXTENSION AMENDMENT AND THE TRUST AGREEMENT AMENDMENT ARE IMPLEMENTED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE BUSINESS COMBINATION WHEN IT IS SUBMITTED TO SHAREHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE BUSINESS COMBINATION IS APPROVED AND COMPLETED (AS LONG AS YOUR ELECTION IS MADE AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE MEETING AT WHICH THE SHAREHOLDERS’ VOTE IS SOUGHT) OR THE COMPANY HAS NOT CONSUMMATED THE BUSINESS COMBINATION BY THE EXTENDED DATE.

If the Extension Proposal and the Trust Agreement Amendment Proposal are not approved, we may not be able to consummate our business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension Proposal and the Trust Agreement Amendment Proposal.

Based upon the amount in the Trust Account as of September 25, 2026 (“the Record Date”), which was approximately $93.5 million, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $11.00 at the time of the Extraordinary General Meeting. The closing price of the Company’s Class A ordinary shares on September 25, 2026 was $10.99. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the Trust Account on such date. Additionally, the Company cannot assure shareholders that they will be able to sell their Class A ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON OCTOBER 15, 2026, TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

The Company may enter into agreements with one or more shareholders pursuant to which such shareholders will agree not to redeem all or a portion of their Public Shares in connection with the Extension Proposal.

Subject to applicable securities laws (including with respect to material nonpublic information), the Company or the Sponsor or any of its affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that the Sponsor or any of its affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.99 per share, based on the amounts held in the Trust Account as of September 25, 2026); (b) would represent in writing that such Public Shares will not be voted in favor of approving the Extension Proposal; and (c) would waive in writing any redemption rights with respect to the Public Shares so purchased.

To the extent any such purchases by the Sponsor or any of its affiliates are made in situations in which the tender offer rules restrictions on purchases apply, we will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Proposal will be approved; (iv) the identities of the shareholders who sold to the Sponsor or any of its affiliates (if not purchased on the open market) or the nature of the shareholders (e.g., 5% shareholders) who sold such Public Shares; and (v) the number of Public Shares for which the Company has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of approving the Extension Proposal or otherwise limiting the number of Public Shares electing to redeem. If such transactions are effected, the consequence could be to cause the Extension Proposal to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension Proposal at the Extraordinary General Meeting and could decrease the chances that the Extension Proposal would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the listing or trading of our securities on a national securities exchange.

If the Extension Proposal and the Trust Agreement Amendment Proposal are not approved and we do not consummate a business combination by October 25, 2026, as contemplated by our IPO prospectus and in accordance with the Existing Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our rights, each of which will automatically convert into one eighth of our Class A ordinary share upon consummation of a business combination (“rights”), which rights will expire worthless in the event of our winding up. In the event of a liquidation, ST Sponsor II Limited (the “Sponsor”), officers, directors and our other initial shareholders have agreed that they will not receive any monies held in the Trust Account as a result of their ownership of shares issued to them prior to the IPO (the “Founder Shares” and, together with the Public Shares, the “ordinary shares” or “shares”) or the Ordinary Shares included in the Private Units (the “Private Shares”).

The Proposed Business Combination

On October 6, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) the Company, (ii) KQC Quantum, Inc., a Delaware corporation (“Parent”), (iii) KQC MS Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), and, for the limited purposes specified therein, (iv) Korea Quantum Computing Co., Ltd., a corporation organized under the laws of the Republic of Korea (“KQC Korea”) and (v) the Sponsor.

Structure of the Business Combination

Immediately prior to, and conditioned upon the occurrence of, the Effective Time (as defined below), Parent will effect a share subdivision, share split, reverse share split, share dividend or other recapitalization of its common stock (the “Pre-Closing Recapitalization”) such that (i) a sufficient number of shares of Parent common stock is authorized but unissued to permit Parent to issue the shares issuable pursuant to the Business Combination Agreement, the shares reserved under the equity incentive plan to be adopted by Parent (the “Equity Incentive Plan”) and the Earnout Shares (as defined below), and (ii) the quotient of the Equity Value divided by the Fully Diluted Parent Stock (each as defined below) is equal to the Reference Price (as defined below). The Pre-Closing Recapitalization will be effected pro rata and will not alter the relative percentage interests among the existing holders of Parent common stock.

At the closing of the Transactions (the “Closing”), and in accordance with sections 232 to 239 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent (the time at which the Merger becomes effective, the “Effective Time”). Parent has agreed to apply, in its own name, for the initial listing on The Nasdaq Stock Market LLC (“Nasdaq”) of the shares of its Class A common stock, par value $0.0001 per share (“Parent Class A Common Stock”), to be issued pursuant to the Business Combination Agreement.

Merger Consideration

At the Effective Time, by virtue of the Merger: (i) each Class A ordinary share of the Company issued and outstanding immediately prior to the Effective Time (other than shares validly redeemed and shares in respect of which dissenter rights have been validly exercised and not withdrawn or lost under section 238 of the Cayman Companies Act) will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined below); (ii) each Class B ordinary share of the Company (each, a “Founder Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive the Per Share Merger Consideration, subject to any forfeiture, deferral or earn-back arrangements mutually agreed among the parties to the Business Combination Agreement; (iii) each right of the Company outstanding immediately prior to the Effective Time (each, a “Right”) will cease to represent a right to acquire Class A ordinary shares of the Company and will instead be cancelled and converted into a number of shares of Parent Class A Common Stock equal to the Per Share Merger Consideration divided by eight; and (iv) each unit of the Company outstanding immediately prior to the Effective Time that has not previously been separated will automatically be separated into its component Class A ordinary share and Right, which will be treated as described in clauses (i) and (iii) above.

The “Per Share Merger Consideration” is a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Reference Price divided by (ii) the quotient of the Equity Value divided by the Fully Diluted Parent Stock. The “Equity Value” is $80,000,000. The “Reference Price” is the amount per Class A ordinary share of the Company that would be payable out of the Company’s trust account (the “Trust Account”) on a redemption, calculated in accordance with the Company’s amended and restated memorandum and articles of association (as amended) as of the date that is two business days prior to the date on which the proxy statement/prospectus relating to the Transactions is first mailed to the Company’s shareholders, or such other date as Parent and the Company may agree in writing. The “Fully Diluted Parent Stock” is the total number of shares of Parent common stock issued and outstanding immediately prior to the Effective Time, including any shares issuable in respect of KQC Korea’s convertible debt or reserved under the Equity Incentive Plan, the continuing awards outstanding under the Equity Incentive Plan and the option grants to be made at the Closing. Because the Pre-Closing Recapitalization is required to be effected such that the quotient of the Equity Value divided by the Fully Diluted Parent Stock is equal to the Reference Price, the Per Share Merger Consideration is expected to be equal to one share of Parent Class A Common Stock.

Earnout

Following the Closing, the holders of Parent common stock as of immediately prior to the Effective Time will be entitled to receive up to 1,500,000 additional shares of Parent common stock (the “Earnout Shares”), measured after giving effect to the Pre-Closing Recapitalization, in three separate tranches of 500,000 shares each during the five years commencing on the date of the Closing (the “Earnout Period”). A tranche is earned when the daily volume-weighted average trading price of Parent Class A Common Stock equals or exceeds $12.50, $15.00 or $20.00, respectively, on any 20 trading days within any 30 consecutive trading days entirely within the Earnout Period. Each tranche may be earned only once, and more than one tranche may be earned during the same period. Upon a change of control of Parent during the Earnout Period, all Earnout Shares not previously issued will be deemed earned and will be issued immediately prior to the consummation of such change of control.

Representations, Warranties and Covenants

The Business Combination Agreement contains customary representations, warranties and covenants of the parties. The representations and warranties do not survive the Closing, and there are no post-Closing indemnification obligations under the Business Combination Agreement, in each case other than in respect of fraud or wilful breach. The covenants include, among others, covenants relating to the conduct of the respective businesses of the Company and of Parent and its subsidiaries prior to the Closing, the preparation and filing by Parent of a registration statement on Form S-4 (the “Registration Statement”) that will include a proxy statement of the Company and a prospectus of Parent, the Company’s pursuit of an extension of the deadline by which it must consummate an initial business combination, reciprocal exclusivity, Parent’s efforts to satisfy Nasdaq’s initial listing requirements, the parties’ cooperation in seeking a private placement financing and any backstop arrangement, and Parent’s responsibility for the costs and expenses of the Transactions, subject to a cap of $2,500,000 and specified exceptions.

Conditions to Closing

The obligation of each party to consummate the Transactions is subject to the satisfaction or waiver of customary conditions, including: the absence of any law or order prohibiting the Transactions; receipt of the approval of the Company’s shareholders; the Registration Statement having been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), with no stop order in effect or threatened; approval for listing on Nasdaq of the shares of Parent Class A Common Stock to be issued pursuant to the Business Combination Agreement, subject only to official notice of issuance; approval of an extension of the deadline by which the Company must consummate an initial business combination to a date not earlier than the date of the Closing; the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the aggregate cash available at the Closing, including funds remaining in the Trust Account after giving effect to all shareholder redemptions and the net proceeds of any private placement financing, being not less than $30,000,000 or such other amount as the Company and Parent may agree in writing (the “Minimum Net Cash Condition”).

The obligation of the Company to consummate the Transactions is subject to additional conditions, including the accuracy of the representations and warranties of Parent and Merger Sub and their performance of their covenants, delivery of the PCAOB-audited financial statements, the execution and delivery of ancillary agreements, receipt of consents in respect of KQC Korea’s convertible debt, receipt of other specified consents, approvals and filings, Parent’s procurement of a directors’ and officers’ liability insurance “tail” policy, the filing of Parent’s amended and restated certificate of incorporation, the adoption of the Equity Incentive Plan and the making of the option grants contemplated at the Closing, Parent’s delivery of an independent valuation report addressing the fair market value of Parent as of a date not more than 60 days prior to the date of the Closing, and the absence of a continuing Parent Material Adverse Effect (as defined in the Business Combination Agreement). The obligation of Parent and Merger Sub to consummate the Transactions is subject to additional conditions, including the accuracy of the Company’s representations and warranties and its performance of its covenants, the execution and delivery of the ancillary agreements, the instruction of the trustee to release the funds in the Trust Account, the Company’s receipt of an independent fairness opinion from a U.S.-credentialed financial adviser reasonably acceptable to Parent, and the absence of a continuing SPAC Material Adverse Effect (as defined in the Business Combination Agreement).

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing in specified circumstances, including: by mutual written consent of Parent and the Company; by either Parent or the Company if the Closing has not occurred on or before June 30, 2027, which date is automatically extended for an additional 60 days if the Registration Statement has been filed with the SEC but has not yet been declared effective; by either party if a governmental authority has issued a final and non-appealable order permanently prohibiting the Transactions; by either party if the approval of the Company’s shareholders is not obtained at the meeting convened for that purpose; by either party if the extension of the Company’s deadline to consummate an initial business combination is not approved, if that deadline passes without the Closing having occurred, or if the Company becomes required to redeem its Class A ordinary shares and liquidate the Trust Account; by either party upon an uncured breach by the other party; by either party if the Minimum Net Cash Condition is incapable of being satisfied as of the date of the Closing; by the Company if the financial statements described above are not delivered by the applicable date specified in the Business Combination Agreement; by the Company in order to enter into a definitive agreement providing for a Superior Proposal, subject to compliance with the applicable notice and matching provisions; and by the Company if, during the 45-day period following the date of the Business Combination Agreement, it discovers any fact, circumstance or condition relating to Parent and its subsidiaries that it reasonably believes is material and adverse to them, individually or in the aggregate.

The approval of the Extension Proposal requires a special resolution under the Existing Charter, being a resolution passed by at least two-thirds of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Class A ordinary shares and Class B ordinary shares are together referred to as the “Ordinary Shares”.

Approval of the Trust Agreement Amendment Proposal requires a special resolution.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being a resolution passed by a simple majority of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Board has fixed the close of business on the Record Date, September 25, 2026, as the date for determining shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Public Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

The Company believes that given its expenditure of time, effort and money on finding the target for the Proposed Business Combination, it is in the best interests of the Company and its shareholders that the Company obtain the Extension. The Company believes the Proposed Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Extension Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

“FOR” EACH OF THE PROPOSALS.

The Company’s directors and officers have interests in the Extension Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of founder shares, Private Placement Units and securities underlying the Private Placement Units. See the section entitled*“Extraordinary General Meeting of Shareholders - Interests of the Initial Shareholders*” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Charlton urges you to read this material carefully and vote your shares.

All of our shareholders are cordially invited to attend, vote, and submit your questions during the Extraordinary General Meeting virtually via teleconference, for which you must register in advance at: https://www.cstproxy.com/charltonaria/2026.

To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible and not less than 48 hours before the time for holding the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.

By Order of the Board of Directors of Charlton Aria Acquisition Corporation,

October 7, 2026

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The approval of the Trust Agreement Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF CHARLTON ARIA ACQUISITION CORPORATION

TO BE HELD ON OCTOBER 19, 2026

To the Shareholders of Charlton Aria Acquisition Corporation:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Charlton Aria Acquisition Corporation, a Cayman Islands exempted company (the*“Company,” “Charlton,*” “we,” “us” or “our”), will be held on October 19, 2026 at 9:00 a.m., Eastern time, virtually via teleconference, for which you must register in advance at: https://www.cstproxy.com/charltonaria/2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

The above matters are more fully described in the accompanying proxy statement.We urge you to read carefully the accompanying proxy statement in its entirety.

The approval of the Extension Proposal requires a special resolution under the Existing Charter, being a resolution passed by at least two-thirds of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Class A ordinary shares and Class B ordinary shares are together referred to as the “Ordinary Shares”.

Approval of the Trust Agreement Amendment Proposal requires a special resolution.

Approval of the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being a resolution passed by a simple majority of the votes cast by holders of issued and outstanding Ordinary Shares who, being present in person (including virtually) or by proxy, and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Only shareholders of record of the company as of the close of business on September 25, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment thereof. Each ordinary share entitles the holder thereof to one vote. On the Record Date, there were 10,965,000 ordinary shares issued and outstanding, including (i) 8,840,000 Class A ordinary shares of a par value of $0.0001 each (the “Class A ordinary shares”) and (ii) 2,125,000 Class B ordinary shares (the “Class B ordinary shares”). The company’s rights do not have voting rights in connection with the proposals. The Class B ordinary shares are referred to herein as the “Founder Shares.”

YOUR VOTE IS IMPORTANT. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the board. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card not less than 48 hours before the time for holding the Extraordinary General Meeting to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your ordinary shares, please contact Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

This proxy statement is dated October 7, 2026 and is first being mailed to shareholders on or about that date. By Order of the Board of Directors of Charlton Aria Acquisition Corporation

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON OCTOBER 19, 2026

This Notice of Extraordinary General Meeting and Proxy Statement, our final prospectus, as filed with the Securities and Exchange Commission (the “SEC”, File No. 333-282313) on October 24, 2024 (our “IPO Prospectus”), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available atwww.sec.gov.

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