{"url_path":"/sec/char/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2024459/0001213900-26-069636-index.html","accession_number":"0001213900-26-069636","cik":"0002024459","ticker":"CHAR","issuer_name":"Charlton Aria Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024459/0001213900-26-069636-index.html","primary_entity_key":"0002024459","primary_entity_name":"Charlton Aria Acquisition Corp"},"word_count":389,"has_tables":true,"body_markdown":"ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.\n\n* *\n\n*Unregistered\nSales of Equity Securities*\n\n \n\nOn\nOctober 25, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement\nUnits to the Company’s sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company\nof $2,400,000.\n\n \n\nThe\nabove sales were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions\nwere paid in connection with such sales.\n\n \n\nIn\nconnection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments,\nif any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part,\nand purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance\nand sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional\nPrivate Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.\n\n \n\nThe\nsales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the\nSecurities Act. No commissions were paid in connection with such sales.\n\n* *\n\n*Use\nof Proceeds*\n\n \n\nOn\nOctober 25, 2024, we consummated the IPO of 7,500,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000.\nSimultaneously with the closing of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement,\ngenerating gross proceeds of $2,400,000.\n\n \n\nThe\nnet proceeds of $75,187,500 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the\nCompany’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.\n\n \n\nOn\nNovember 19, 2024, in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds\nof $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in\nthe trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental\nStock Transfer & Trust Company acting as trustee.\n\n \n\n23"}