UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42386 Charlton Aria Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTIO ...

IPO and Financing - The Company completed its IPO on October 25, 2024, selling 7,500,000 units at $10.00 per unit, generating total gross proceeds of $75,000,000[18]. - A private placement of 240,000 units was also completed, generating total proceeds of $2,400,000[20]. - The underwriters exercised an over-allotment option on November 19, 2024, purchasing 1,000,000 additional units for gross proceeds of $10,000,000[22]. - The net proceeds of $75,187,500 from the IPO and private placement were deposited into a trust account for the benefit of public shareholders[86]. - The anticipated amount in the trust account is $10.025 per public share, which will be available for redemption upon completion of the initial business combination[42]. - Total cash held in the trust account amounted to $85,212,500 following the IPO and the partial exercise of the over-allotment option[104]. - The company generated $85,831,209 in cash from financing activities, primarily from the IPO proceeds of $85,000,000 and $2,550,000 from private placements[109]. - The company intends to effectuate its initial business combination using cash from the IPO, private placement, and other financing methods[91]. Business Combination Plans - The Company must complete an initial business combination with a total aggregate fair market value of at least 80% of the assets held in the trust account[25]. - The deadline to consummate the initial business combination is April 25, 2026, with the possibility of two three-month extensions[39]. - The Company intends to structure the initial business combination to acquire 100% of the target business, but may acquire less than 100% under certain conditions[26]. - The company has not yet selected a specific initial business combination target but intends to target businesses with enterprise values greater than the net proceeds from the offering[41]. - The company may require additional financing to complete the initial business combination if the cash portion of the purchase price exceeds the available amount in the trust account[41]. - The company is currently in search of a target for its initial business combination, with management's past experiences in SPACs being limited[144]. Financial Performance - The company currently has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[24]. - The company reported a net income of $266,838 for the period from March 22, 2024, to December 31, 2024, primarily from dividends earned on investments held in the trust account[102]. - Total net income for the period from March 22, 2024, through December 31, 2024, was $266,838[208]. - The company reported a loss from operations amounting to $591,293[208]. - Basic and diluted net loss per share for non-redeemable Class A and Class B ordinary shares was $0.07[208]. - The company incurred stock-based compensation expenses totaling $249,695[208]. - Cash flows from operating activities resulted in a net cash used of $171,290[214]. - Cash flows from investing activities showed a net cash used of $85,212,500 due to the purchase of investments held in the trust account[214]. Management and Governance - The company has two executive officers: Will Garner (CEO) and Yuanmei Ma (CFO), who are not obligated to devote specific hours until the initial business combination is completed[61]. - The board of directors consists of five members, with terms divided into three classes, each serving a three-year term[145]. - The audit committee is composed of independent directors and is responsible for overseeing the independent registered public accounting firm and ensuring compliance with applicable laws[150][151]. - The compensation committee, also made up of independent directors, is tasked with determining executive compensation and ensuring alignment with shareholder interests[152]. - The current CEO, Robert (Will) W. Garner, has extensive experience in law and investment, having served in various advisory roles since 2013[136]. - CFO Yuanmei Ma has a strong background in financial management for public companies, previously holding CFO positions at multiple firms including Thunder Power Holdings, Inc.[137]. - The company has a clawback policy allowing the Compensation Committee to require reimbursement of erroneously awarded compensation in case of accounting restatements[156]. - The monthly cash compensation for the CEO is set at $7,500, while the CFO will receive $5,000 until certain conditions are met[159][160]. Internal Controls and Compliance - Management identified material weaknesses in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies[128]. - Remediation steps are planned to improve internal controls, including enhancing board composition and consulting with third-party professionals[129]. - The company has not experienced any changes in internal control over financial reporting that materially affected its operations during the reporting period[131]. - The company has established a policy for the approval of related party transactions, requiring audit committee review[185]. - The company’s independent directors will have regularly scheduled meetings to ensure compliance with Nasdaq requirements[187]. Risks and Concerns - The company has a going concern matter, indicating substantial doubt about its ability to continue operations without completing a business combination[199]. - The company has encountered intense competition from other entities in identifying and acquiring target businesses[58]. - The company has not adopted any cybersecurity risk management program, as it currently does not face significant cybersecurity risks[64]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[113]. Shareholder Rights and Restrictions - A public shareholder can redeem no more than 15% of the shares sold in the IPO without prior consent, which aims to prevent large shareholders from blocking the initial business combination[47]. - The insiders have agreed to waive their redemption rights concerning any founder shares and public shares held by them in connection with the initial business combination[42]. - The company’s insiders have agreed not to transfer their founder shares until certain conditions are met, including a six-month lock-up after the initial business combination[171]. - The total beneficial ownership of directors and officers as a group is 220,000 shares, representing 2.1% of the total[166].

IPO and Fundraising - The Company completed its IPO on October 25, 2024, raising gross proceeds of $75,000,000 from the sale of 7,500,000 units at $10.00 per unit[101]. - A private placement generated an additional $2,400,000 from the sale of 240,000 units at the same price, totaling $77,400,000 in gross proceeds[101]. - On November 19, 2024, the underwriters exercised an over-allotment option, purchasing 1,000,000 additional units for gross proceeds of $10,000,000[105]. - The Trust Account holds a total of $75,187,500 from the IPO and private placement, intended for the benefit of public shareholders[114]. Financial Performance - As of September 30, 2024, the Company reported a net loss of $331,524 since inception, with formation and operating costs of $146,179 and stock-based compensation of $185,345[112]. - The Company had $576,299 in cash held outside the Trust Account after IPO costs, with a working capital deficit of $320,932[116]. - The Company incurred $3,060,711 in transaction costs related to the IPO, including $1,125,000 in underwriting fees and $1,500,000 in deferred underwriting fees[114]. - The Company has no revenue to date and does not expect to generate operating revenues until after completing a Business Combination[109]. Use of Funds - The Company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses[117]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024[120].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to __________ Commission File Number 001-42386 Charlton Aria Acquisition Corporation (Exact name of registrant as specified in its charter) N/A (I.R.S. Employer Identific ...