4//SEC Filing
Tan Kah Wei 4
Accession 0001213900-25-042736
CIK 0002024459other
Filed
May 12, 8:00 PM ET
Accepted
May 13, 5:00 PM ET
Size
11.6 KB
Accession
0001213900-25-042736
Insider Transaction Report
Form 4
Tan Kah Wei
10% Owner
Transactions
- Sale
Private Rights
2025-05-12$10.00/sh−255,000$2,550,000→ 0 total(indirect: See Footnotes)Exercise: $0.00→ Class A Ordinary Shares (255,000 underlying) - Sale
Class B Ordinary Share
2025-05-12$1.85/sh−1,905,000$3,524,250→ 0 total(indirect: See Footnotes) - Sale
Class A Ordinary Share
2025-05-12$1.85/sh−255,000$471,750→ 0 total(indirect: See Footnotes)
Footnotes (5)
- [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.
Documents
Issuer
Charlton Aria Acquisition Corp
CIK 0002024459
Entity typeother
Related Parties
1- filerCIK 0002041281
Filing Metadata
- Form type
- 4
- Filed
- May 12, 8:00 PM ET
- Accepted
- May 13, 5:00 PM ET
- Size
- 11.6 KB