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Charlton Aria Acquisition Corporation

October 23, 2024

Pearlyne Paulemon

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Charlton Aria Acquisition Corporation

    Amendment No. 2 to Registration Statement on Form S-1

    Submitted October 23, 2024

    File No. 333-282313

Dear Pearlyne Paulemon:

We hereby provide a response to
the oral comment issued on October 23, 2024 regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the
“Registration Statement”).

Comment: Please
tell us by correspondence the source to pay the monthly cash compensation to your CEO and CFO and the consideration that such compensation
is not included in the use of the proceed table on page 77, and whether such compensation has a dilution impact on public shareholders
in the offering.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that pursuant
to the offer letter with our CEO dated June 14, 2024, Mr. Garner shall receive a monthly cash compensation of $7,500 commencing on June
14, 2024; and pursuant to the offer letter with our CFO, Ms. Ma shall receive a monthly cash compensation of $5,000 commencing on May
25, 2024. Prior to the offering, we paid them through the loan under the promissory note we issued to the Sponsor and we intend to continue
paying them through the working capital we will obtain from the use of the proceeds of the offering. As a result, we will allocate cash
compensations from their respective commencement date until the anniversary of 18 months from the closing of this offering when we must
complete our business combination. We also received final quote with regards to our D&O insurance, as a result, we will update the
use of proceeds table accordingly in our final prospectus as followings assuming the closing of the offering on October 25, 2024. In
addition, given that the compensation would be paid out in cash, there is no dilution impact on public shareholders in the offering.

USE OF PROCEEDS

We are offering 7,500,000 units at an offering
price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of
the private units will be used as set forth in the following table.

    Without

Over-Allotment

Option

    Over-Allotment

Option

Exercised

    Gross proceeds

    Gross proceeds from units offered to public(1)

    $
    75,000,000

    $
    86,250,000

    Gross proceeds from private units offered in the private placement

    $
    2,400,000

    $
    2,568,750

    Total gross proceeds

    $
    77,400,000

    $
    88,818,750

    Offering expenses(2)

    Underwriting commissions (1.5% of gross proceeds from units offered to public)

    $
    1,125,000

    $
    1,293,750

    Legal fees and expenses

    350,000

    350,000

    Accounting fees and expenses

    55,000

    55,000

    SEC/FINRA Expenses

    26,168

    26,168

    Reimbursement to underwriters for expenses

    125,000

    125,000

    Nasdaq listing and filing fees

    80,000

    80,000

    Printing and engraving expenses

    30,000

    30,000

    Miscellaneous(3)

    8,832

    8,832

    Total offering expenses (other than underwriting commissions)

    $
    675,000

    $
    675,000

    Reimbursement of offering expenses by the underwriter

    (187,500
    )

    (215,625
    )

    Proceeds after offering expenses

    $
    75,787,500

    $
    87,065,625

    Held in trust account

    $
    75,187,500

    $
    86,465,625

    % of public offering size

    100.3
    %

    100.3
    %

    Not held in trust account(2)

    $
    600,000

    $
    600,000

The following table shows the use of the approximately
$600,000 of net proceeds not held in the trust account(4).

    Amount

    % of Total

    Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5)

    $
    40,000

    6.7
    %

    Monthly cash compensation to the officers

    287,500

    47.9%

    Legal and accounting fees related to regulatory reporting obligations

    100,000

    16.7
    %

    Nasdaq continued listing fees

    50,000

    8.3
    %

    Directors and officers’ liability insurance

    110,000

    18.3
    %

    Payment for office space, admin and support

    12,500

    2.1
    %

    Total

    $
    600,000

    100.0
    %

 ____________

(1)  Includes amounts payable to public shareholders who properly redeem their shares in connection
with our successful completion of our initial business combination.

(2)  A portion of the offering expenses will be paid from the proceeds of loans from our sponsor
of up to $3,000,000 as described in this prospectus. As of June 14, 2024, the Company drew $123,572 against the promissory note.
These loans will be repaid upon completion of this offering out of the $600,000 of offering proceeds that has been allocated for the
payment of offering expenses (other than underwriting commissions) and amounts not to be held in the trust account. In the event that
offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses.
In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the
trust account.

(3)  Includes organizational and administrative expenses and may include amounts related to above-listed expenses
in the event actual amounts exceed estimates.

(4)  These expenses are estimates only. Our actual expenditures for some or all of these items
may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates
in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination.
In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses
associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result,
we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended
use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed
current estimates for any specific category of expenses, would not be available for our expenses.

(5)  Includes estimated amounts that may also be used in connection with our initial business
combination to fund a “no shop” provision and commitment fees for financing.

(6)  Pursuant to the offer letter with our CEO dated June 14, 2024, Mr. Garner shall receive a
monthly cash compensation of $7,500 commencing on June 14, 2024; and pursuant to the offer letter dated May 25, 2024 with our CFO, Ms.
Ma shall receive a monthly cash compensation of $5,000 commencing on May 25, 2024. Prior to the offering, we paid them through the loan
under the promissory note we issued to the Sponsor and we intend to continue paying them through the working capital we will obtain from
the use of the proceeds of the offering. As a result, we allocate cash compensations from their respective commencement date until the
anniversary of 18 months from the closing of this offering when we must complete our business combination.

We appreciate the assistance the
Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson
& Cole LLP, at (212) 451-2908.

    Very truly yours,

    By:
    /s/ Robert W. Garner

    Robert W. Garner, CEO

    cc:
    Arila E. Zhou, Esq.

    Robinson & Cole LLP