Sunny Tan Kah Wei - 12 May 2025 Form 4 Insider Report for Charlton Aria Acquisition Corp (CHAR)

Reporting relationship: 10%+ Owner
Issuer ticker: CHAR
Reported as of: 12 May 2025
Net transaction value: -$6,546,000
SEC form: 4
Accepted by SEC: 13 May 2025, 17:00:03 UTC
Next SEC filing: 28 May 2025
Source filing: View source filing
Reporting owner signature: /s/ Tan Kah Wei

Key filing fact

Sunny Tan Kah Wei filed Form 4 for Charlton Aria Acquisition Corp (CHAR) on 13 May 2025.

Key facts

This page summarizes Sunny Tan Kah Wei's Form 4 filing for Charlton Aria Acquisition Corp (CHAR).
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 13 May 2025, 17:00.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$6,546,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0002041281 Primary reporting owner

Tan Kah Wei

Relationship: 10%+ Owner
Address: C/O CHARLTON ARIA ACQUISITION CORP, 221 W 9TH ST #848, WILMINGTON
Signature: /s/ Tan Kah Wei
Signature date: 13 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CHAR transaction

Class A Ordinary Share

Sale

Transaction value: $471,750
Shares: -255,000
Change %: -100%
Price: $1.85
Shares after: 0
Date: 12 May 2025
Ownership: See Footnotes
Footnotes: F1, F2, F3

CHAR transaction

Class B Ordinary Share

Sale

Transaction value: $3,524,250
Shares: -1,905,000
Change %: -100%
Price: $1.85
Shares after: 0
Date: 12 May 2025
Ownership: See Footnotes
Footnotes: F1, F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CHAR transaction Derivative

Private Rights

Sale

Transaction value: $2,550,000
Shares: -255,000
Change %: -100%
Price: $10.00
Shares after: 0
Date: 12 May 2025
Ownership: See Footnotes
Underlying class: Class A Ordinary Shares
Underlying amount: 255,000
Exercise price: $0.000000
Footnotes: F1, F2, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Sunny Tan Kah Wei is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.