| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Tan Kah Wei | 10%+ Owner | C/O CHARLTON ARIA ACQUISITION CORP, 221 W 9TH ST #848, WILMINGTON | /s/ Tan Kah Wei | 2025-05-13 | 0002041281 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHAR | Class A Ordinary Share | Sale | -$472K | -255K | -100% | $1.85 | 0 | May 12, 2025 | See Footnotes | F1, F2, F3 |
| transaction | CHAR | Class B Ordinary Share | Sale | -$3.52M | -1.91M | -100% | $1.85 | 0 | May 12, 2025 | See Footnotes | F1, F2, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHAR | Private Rights | Sale | -$2.55M | -255K | -100% | $10.00 | 0 | May 12, 2025 | Class A Ordinary Shares | 255K | $0.00 | See Footnotes | F1, F2, F4, F5 |
Tan Kah Wei is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | ST Sponsor II Limited (the "Sponsor") is the record holder of the shares reported herein. Mr. Sunny Tan Kah Wei was the sole director and sole shareholder of the Sponsor. As such, Mr. Tan could be deemed to have beneficial ownership of the ordinary shares held directly by the Sponsor. |
| F2 | On May 12, 2025, Mr. Tan entered into a share purchase agreement with Sovereign Global Trust LLC ("Investor"), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day; in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the "Closing") of the transactions contemplated under the share purchase agreement on May 13, 2025. It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor. |
| F3 | Representing 240,000 Class A ordinary shares of Charlton Aria Acquisition Corporation (the "Issuer") underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of the initial public offering (the "IPO") of the Issuer on October 25, 2024 and 15,000 Class A ordinary shares underlying the private units ("Private Units") acquired by the Sponsor in a private placement simultaneously with the consummation of a partial closing of the sales of certain over-allotment option the Issuer granted to the underwriters of the IPO on November 19, 2024. Each Private Unit consists of one Class A ordinary share and one right. |
| F4 | Representing 1,936,250 Class B ordinary shares of the Issuer acquired by the Sponsor prior to the IPO less 31,250 Class B ordinary shares forfeited by the Sponsor on December 9, 2024 upon the expiration of the remaining over-allotment option not exercised by the underwriters of the IPO. Class B ordinary shares will automatically convert into Class A ordinary shares on one-for-one basis upon the consummation of an initial business combination. |
| F5 | As described in the Right Agreement dated October 24, 2024, between the Issuer and Continental Stock Transfer & Trust Company, LLC, each private rights will automatically convert into 1/8 of one Class A ordinary share upon the completion of the initial business combination of the Issuer. |