SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2026

Jung Min Lee
Chief Executive Officer
Charlton Aria Acquisition Corp
221 W 9th St, #848
Wilmington, DE 19801

 Re: Charlton Aria Acquisition Corp
 Form 10-K for Fiscal Year Ended December 31, 2025
 File No. 001-42386
Dear Jung Min Lee:
 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Charlton Aria Acquisition Corp

 221 W 9th St, #848
Wilmington, Delaware

 June 15, 2026

 Eric McPhee

 Mark Rakip
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549

 Re: Charlton Aria Acquisition Corp
 Form 10-K for Fiscal Year Ended December 31, 2025

 File No. 001-42386

 Dear Mr. McPhee and Mr. Rakip:

 This letter is in response
to the letter dated June 4, 2026, from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
addressed to Charlton Aria Acquisition Corp (the "Company,"
"we," and "our"). For ease of reference, we have recited the Commission's comments in this response and
numbered them accordingly.

 Form 10-K for Fiscal Year Ended December 31,
2025

 Item 15. Exhibit and Financial Statement Schedules

 Exhibits 31.1 and 31.2, page 29

 1. In future periodic filings, please revise your officer certifications to include the introductory language within paragraph 4 and
the entirety of paragraph 4(b) pertaining to internal control over financial reporting. Refer to Item 601(b)(31)(i) of Regulation S-K.

 Response : We hereby confirm that
in future periodic filings, we will revise our officer certifications to include introductory language within paragraph 4 and the entirety
of paragraph 4(b) pertaining to internal control over financial reporting.

 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.

 [ Signature Page Follows ]

 Very truly yours,

 By: /s/ Jung Min Lee
 Jung
Min Lee

 Chief Executive Officer

 cc:
 Arila E. Zhou, Esq.

 Robinson & Cole LLP

 [signature page to the SEC response letter]

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 4, 2026

Jung Min Lee
Chief Executive Officer
Charlton Aria Acquisition Corp
221 W 9th St, #848
Wilmington, DE 19801

 Re: Charlton Aria Acquisition Corp
 Form 10-K for Fiscal Year Ended December 31, 2025
 File No. 001-42386
Dear Jung Min Lee:
 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.
 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
 After reviewing your response to this letter, we may have additional
comments.
 June 4, 2026
Page 2

Form 10-K for Fiscal Year Ended December 31, 2025
Item 15. Exhibit and Financial Statement Schedules
Exhibits 31.1 and 31.2, page 29

1. In future periodic filings, please revise your officer certifications to
include the
 introductory language within paragraph 4 and the entirety of paragraph
4(b) pertaining to
 internal control over financial reporting. Refer to Item 601(b)(31)(i)
of Regulation S-K.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

CHARLTON ARIA ACQUISITION CORPORATION

October 21, 2024

Via Edgar

Pearlyne Paulemon

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Charlton Aria Acquisition Corporation

    Registration Statement on Form S-1, as amended (File No. 333-282313)

    Request for Acceleration of Effectiveness

Dear Ms. Paulemon:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Charlton Aria Acquisition Corporation hereby requests
that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration
Statement becomes effective at 4:00 p.m., Eastern Time, on October 23, 2024, or as soon thereafter as practicable.

    Very truly yours,

    By:
    /s/ Robert W. Garner

    Robert W. Garner

    Chief Executive Officer

    CC:
    Arila E. Zhou, Esq.

    Robinson & Cole LLP

CORRESP
1
filename1.htm

October 21, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Pearlyne Paulemon

 Re: Charlton Aria Acquisition Corporation

Registration Statement on Form S-1, as amended

File No. 333-282313

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Charlton
Aria Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 4:00 p.m., Eastern Time, on October 23, 2024, or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Winston & Strawn LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    CLEAR STREET LLC,

    By:
    /s/ Ryan Gerety

    Name:
    Ryan Gerety

    Title:
    Managing Director

[Signature Page to Underwriters’ Acceleration
Request Letter]

CORRESP
1
filename1.htm

Charlton Aria Acquisition Corporation

October 7, 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

Draft Registration Statement on Form S-1

Submitted September 24, 2024

File No. 333-282313

Dear Pearlyne Paulemon:

We hereby provide a response
to the comments issued in a letter dated October 2, 2024 (the “Letter”) regarding the Company’s Registration Statement
on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing the revised Amendment No. 1 to the Registration
Statement via Edgar (the “Amended S-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Form S-1 Filed on September 24, 2024

Risk Factors, page 36

    1.
    We note the disclosure on page 6 and elsewhere that Mr. Tan is not expected to effect any indirect transfer of insider shares by transferring any securities of the sponsor prior to the offering. As requested in prior comment 8, please disclose whether there are any circumstances under which Mr. Tan could transfer sponsor membership interests and thereby indirectly transfer ownership of your securities at any time, not limited to the period prior to the offering. If such circumstances exist, or if there are no limitations on Mr. Tan's ability to transfer sponsor membership interests at any time prior to the business combination, please disclose this specifically. In addition, if true, please add risk factor disclosure about risks that may arise from Mr. Tan transferring his ownership interest and control of the sponsor to another party, or ST Sponsor II Limited otherwise being removed as sponsor before identifying and completing a business combination.

Response: In response to the
Staff’s Comment, we have revised the disclosure on pages 6, 42, 95 and 115 of the Amended S-1.

Dilution, page 80

    2.
    We note redemptions in connection with a business combination cannot cause your net tangible assets to fall below $5,000,001, thereby capping the maximum redemptions permitted. Please revise your dilution table, here and on your cover page, to present dilution at quartile intervals based on percentages of your maximum redemption threshold. Refer to Item 1602(a)(4) of Regulation S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on the Cover Page and pages 14, 82-83 of the Amended S-1.

October 7, 2024

Page 2

    3.
    Please tell us why you are presenting possible sources of dilution as the lead-in to your tabular presentation rather than providing effect to material probable or consummated transactions as prescribed in Rule 1602(a)(4) of Regulation S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on pages 81 and 84 of the Amended S-1.

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

October 2, 2024
Robert W. Garner
Chief Executive Officer
Charlton Aria Acquisition Corp.
221 W 9th St #848
Wilmington, DE 19801
Re:Charlton Aria Acquisition Corp.
Registration Statement on Form S-1
Filed September 24, 2024
File No. 333-282313
Dear Robert W. Garner:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed September 24, 2024
Risk Factors, page 36
1.We note the disclosure on page 6 and elsewhere that Mr.Tan is not expected to effect any
indirect transfer of insider shares by transferring any securities of the sponsor prior to the
offering. As requested in prior comment 8, please disclose whether there are any
circumstances under which Mr. Tan could transfer sponsor membership interests and
thereby indirectly transfer ownership of your securities at any time, not limited to the
period prior to the offering. If such circumstances exist, or if there are no limitations on
Mr. Tan's ability to transfer sponsor membership interests at any time prior to the business
combination, please disclose this specifically. In addition, if true, please add risk factor
disclosure about risks that may arise from Mr. Tan transferring his ownership interest and
control of the sponsor to another party, or ST Sponsor II Limited otherwise being
removed as sponsor before identifying and completing a business combination.

Dilution, page 80

October 2, 2024
Page 2
2.We note redemptions in connection with a business combination cannot cause your net
tangible assets to fall below $5,000,001, thereby capping the maximum redemptions
permitted. Please revise your dilution table, here and on your cover page, to present
dilution at quartile intervals based on percentages of your maximum redemption
threshold. Refer to Item 1602(a)(4) of Regulation S-K.
3.Please tell us why you are presenting possible sources of dilution as the lead-in to your
tabular presentation rather than providing effect to material probable or consummated
transactions as prescribed in Rule 1602(a)(4) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila Zhou

CORRESP
1
filename1.htm

Charlton Aria Acquisition Corporation

September 24, 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

Draft Registration Statement on Form S-1

Submitted July 19, 2024

CIK No. 0002024459

Dear Pearlyne Paulemon:

We hereby provide a response
to the comments issued in a letter dated September 12, 2024 Letter”) regarding the Company’s Draft Registration Statement
on Form S-1 (the “Draft Registration Statement”). Contemporaneously, we are filing the revised Draft Registration Statement
Submission No. 2 via Edgar (the “Amended S-1”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

Draft Registration Statement on Form S-1 Submitted
August 28, 2024

Cover Page

 1. We acknowledge your response to prior comment
4. We also note that footnotes (4) and (8) of the dilution table on the cover page are inconsistent with footnotes (4) and (8) of the
dilution table elsewhere in the prospectus. Please revise or advise.

Response: In response to the
Staff’s Comment, we have revised the disclosure on Cover Page of the Amended S-1.

Our Sponsor, page 4

 2. We acknowledge your response to prior comment
12. Please revise your table here and on page 111 to identify the natural persons and entities subject to the agreement and describe any
exceptions under the agreement. Please see Item 1603(b)(9) of Regulation S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on pages 6, 91, 111 of the Amended S-1. To the extent that the Staff is concerned
with the identification of the parties to the Letter Agreement, we respectfully advise the Staff that the Letter Agreement is a defined
term provided on page 1 of the Prospectus Summary, and will be filed as Exhibit 10.1 to the S-1 during public filing of the S-1.

September 24, 2024

Page 2

 3. Please revise the disclosure accompanying the
table on page 6 and disclosure on page 89 to also refer to the loans to be repaid upon completion of the offering, consistent with your
disclosure on your cover page. Please see Item 1603(a)(6).

Response:
In response to the Staff’s Comment, we have revised the disclosure on pages 7, 92, 112 of the Amended S-1.

 4. We acknowledge your response to prior comment
14. Please revise the table on pages 6 and 7 disclosing the securities owned by the sponsor to indicate the price paid or to be paid for
the securities in the table. Outside of the table and on the cover page, please describe the extent to which compensation and the issuance
of securities may result in a material dilution of the purchasers’ equity interests. Note that this is in addition to the information
to be presented in the dilution tables. See Items 1602(a)(3), 1602(b)(6) and 1603(a)(6) of Regulation S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on the Cover page, and on pages 6, 7, 51, 91, 92, 111 and 112 of the Amended S-1.

Automatic liquidation if no business combination,
page 27

 5. We note disclosure you revised in response to prior comment 16. Where you state that up to $100,000 "of
interests of the trust fund" may be released to cover dissolution expenses including liquidation expenses of the Trust Account, please
clarify whether you mean to refer to interest on the funds held in the trust account, or the interests or assets of the trust account
itself that may be released.

Response: In response to the Staff’s
Comment, we have revised the disclosure on the Cover page, and on pages 9, 10, 13, 22, 26, 27, 28, 33, 35, 36, 83, 97, 100, 128, 134 and
F-8 of the Amended S-1.

Dilution, page 78

 6. We have reviewed your response to comment 20 and your revised disclosure. Please revise your dilution
table to show the nature and amounts of each source of dilution used to determine net tangible book value per share, as adjusted; the
number of shares used to determine net tangible book value per share, as adjusted; and any adjustments to the number of shares used to
determine the per share component of net tangible book value per share, as adjusted, in quartile intervals. Refer to Item 1602(c) of Regulation
S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on page 78, 79, 80 of the Amended S-1.

September 24, 2024

Page 3

 7. Within your risk factors, we note several mentions of possible actions which may cause further dilution,
including dilutive equity financings. Please revise your dilution disclosure to describe each material potential source of future dilution
following your offering, including sources not included in your dilution table. Refer to Item 1602(c) of Regulation S-K.

Response: In response to the
Staff’s Comment, we have revised the disclosure on page 80 of the Amended S-1.

Our sponsor, page 109

 8. We note the disclosure you added in response
to prior comment 21. Please clarify whether, although Mr. Tan is not expected to transfer any securities of the sponsor prior to the offering,
there are any circumstances under which he could indirectly transfer ownership of SPAC securities through the transfer of sponsor membership
interests. Disclosure should also address the possibility of such transfers at any time, not limited to the period prior to the offering.

Response: In response to the
Staff’s Comment, we have revised the disclosure on pages 5, 90, 110 of the Amended S-1.

Item 16. Exhibits and Financial Statement Schedules,
page II-2

 9. We note you have identified Stephen Markscheid, Umesh Patel, and Mark Chaney as your director nominees.
Please revise your exhibit index to include the correct natural persons who have consented as your director nominee. Refer to Rule 438
of the Securities Act.

Response: In response to the
Staff’s Comment, we have revised the exhibit index of the Amended S-1.

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

September 12, 2024
Robert W. Garner
Chief Executive Officer
Charlton Aria Acquisition Corp.
221 W 9th St #848
Wilmington, DE 19801
Re:Charlton Aria Acquisition Corp.
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted August 28, 2024
CIK No. 0002024459
Dear Robert W. Garner:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 15, 2024 letter.
Draft Registration Statement on Form S-1 Submitted August 28, 2024
Cover Page
1.We acknowledge your response to prior comment 4. We also note that footnotes (4) and
(8) of the dilution table on the cover page are inconsistent with footnotes (4) and (8) of the
dilution table elsewhere in the prospectus. Please revise or advise.
Our Sponsor, page 4
2.We acknowledge your response to prior comment 12. Please revise your table here and on
page 111 to identify the natural persons and entities subject to the agreement and describe
any exceptions under the agreement. Please see Item 1603(b)(9) of Regulation S-K.

September 12, 2024
Page 2
3.Please revise the disclosure accompanying the table on page 6 and disclosure on page 89
to also refer to the loans to be repaid upon completion of the offering, consistent with
your disclosure on your cover page. Please see Item 1603(a)(6).
4.We acknowledge your response to prior comment 14. Please revise the table on pages 6
and 7 disclosing the securities owned by the sponsor to indicate the price paid or to be
paid for the securities in the table. Outside of the table and on the cover page, please
describe the extent to which compensation and the issuance of securities may result in a
material dilution of the purchasers’ equity interests. Note that this is in addition to the
information to be presented in the dilution tables.  See Items 1602(a)(3), 1602(b)(6) and
1603(a)(6) of Regulation S-K.
Automatic liquidation if no business combination, page 27
5.We note disclosure you revised in response to prior comment 16. Where you state that up
to $100,000 "of interests of the trust fund" may be released to cover dissolution expenses
including liquidation expenses of the Trust Account, please clarify whether you mean to
refer to interest on the funds held in the trust account, or the interests or assets of the trust
account itself that may be released.
Dilution, page 78
6.We have reviewed your response to comment 20 and your revised disclosure. Please
revise your dilution table to show the nature and amounts of each source of dilution used
to determine net tangible book value per share, as adjusted; the number of shares used to
determine net tangible book value per share, as adjusted; and any adjustments to the
number of shares used to determine the per share component of net tangible book value
per share, as adjusted, in quartile intervals. Refer to Item 1602(c) of Regulation S-K.
7.Within your risk factors, we note several mentions of possible actions which may cause
further dilution, including dilutive equity financings. Please revise your dilution
disclosure to describe each material potential source of future dilution following your
offering, including sources not included in your dilution table. Refer to Item 1602(c) of
Regulation S-K.
Our sponsor, page 109
8.We note the disclosure you added in response to prior comment 21. Please clarify
whether, although Mr. Tan is not expected to transfer any securities of the sponsor prior to
the offering, there are any circumstances under which he could indirectly transfer
ownership of SPAC securities through the transfer of sponsor membership interests.
Disclosure should also address the possibility of such transfers at any time, not limited to
the period prior to the offering.
Item 16. Exhibits and Financial Statement Schedules, page II-2
9.We note you have identified Stephen Markscheid, Umesh Patel, and Mark Chaney as
your director nominees. Please revise your exhibit index to include the correct natural
persons who have consented as your director nominee. Refer to Rule 438 of the Securities
Act.

September 12, 2024
Page 3
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila Zhou

August 15, 2024
Robert W. Garner
Chief Executive Officer
Charlton Aria Acquisition Corp.
221 W 9th St #848
Wilmington, DE 19801
Re:Charlton Aria Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 19, 2024
CIK No. 0002024459
Dear Robert W. Garner:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted July 19, 2024
Cover Page
1.Please clearly disclose whether redemptions are subject to any limitations, as required by
Item 1602(a)(2) of Regulation S-K.  For example, we note the disclosure on page
23 regarding the limitation on redemptions by shareholders holding more than 15% of the
shares sold in this offering if a shareholder vote is held, and the limitation on redemptions
that would cause net tangible assets to be less than $5,000,001.
2.When discussing the amount of compensation received or to be received, as required by
Item 1602(a)(3) of Regulation S-K, please include the repayment of loans to the sponsor,
such as disclosed on page 72, and any compensation paid or to be paid to or securities
issued or to be issued to sponsor affiliates and promoters and the price paid. This
comment also applies to disclosure in the prospectus summary and elsewhere, as required
by Items 1602(b)(6) and 1603(a)(6).

August 15, 2024
Page 2
3.When discussing the Class B shares, please revise to clarify that the Class B shares will
have the right to appoint or remove directors and that they will have ten votes per share in
a vote to continue the company in a jurisdiction outside of the Cayman Islands, as
described on page 121.
4.We note that the dilution table assumes that all 7,500,000 shares to be sold in the offering
may be redeemed. However, disclosure on page 55 indicates that you will not redeem
shares in an amount that would cause net tangible assets to be less than $5,000,001. Please
revise your dilution table here and in the Dilution section beginning on page 75 to reflect
dilution at 25%, 50%, 75, and 100% of the maximum redemption threshold taking this
limitation into account.
5.In the seventh paragraph of the cover page, the number of Class B shares to be owned by
your sponsor (1,936,250 shares), Robert Garner (100,000 shares) and Yuanmei Ma
(60,000 shares) does not total 2,156,250 shares that are collectively owned by your
insiders. Please revise to make clear that the sponsor will transfer an additional 20,000
shares to each of three independent directors so that investors will understand why the
sponsor will own 1,665,000 Class B shares after the offering, assuming no exercise of the
over-allotment option and the sponsor's forfeiture of 281,250 shares. Finally, disclosure
on page 11 states that the sponsor paid $25,000 for the Class B shares, but on the cover
page and elsewhere you state that it paid $21,754. Please revise to reconcile here and
elsewhere in the prospectus where similar disclosure appears.
Prospectus Summary, page 1
6.Please clearly disclose the material terms of the Class B shares so that investors will better
understand that these the securities are not the same as the Class A shares that make up a
portion of the units being offered to the public. For example, please disclose that the
Class B shares have the right to appoint and remove directors and will have ten votes per
Class B share in any vote to continue the company in a jurisdiction outside of the Cayman
Islands. Also describe the conversion of the Class B shares to Class A shares at the time
of the initial business combination and any related anti-dilution provisions.
7.We note your discussion on pages 8 and 9 regarding possible extensions if you anticipate
that you may not be able to complete a business combination within the 18 month time
period. In this context, please also describe the consequences to the SPAC sponsor of not
completing an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Our Insiders and Management, page 2
8.Please expand your disclosure to clearly describe the experience of the sponsor, its
affiliates, promoters and your management team in organizing any SPACs and the extent
to which they are involved in other SPACs. For each such SPAC, include disclosure
regarding completed business combinations, liquidations, pending de-SPAC transactions
and whether such SPAC is still searching for a target.
Our Sponsor, page 4
We note your disclosure that the sponsor has agreed not to propose or vote for a charter
amendment that would stop public shareholders from "converting or selling their shares to
[you]" in connection with a business combination or affect the substance or timing of your
obligation to redeem public shares if you fail to complete a business combination within 9.

August 15, 2024
Page 3
18 or, if extended, 24 months, unless you provide "dissenting public shareholders with the
right to convert their public shares into the right to receive cash from the Trust Account in
connection with any such vote." Please clarify whether public shareholders must dissent
or vote against such a charter amendment in order to redeem their shares in connection
with the vote. Also clarify here and throughout the prospectus what is meant by the
statement that public shareholders will have a "right to convert" their shares into a "right
to receive cash from the Trust Account," and explain how this is different from simply
having a right to redeem shares for cash. Finally, please clarify the amount of cash public
shareholders who redeem or convert shares will receive from the Trust Account, or
explain how this amount will be determined.
10. Please revise the disclosure on page 5 to also disclose the lock-up agreement with the
underwriter, as discussed on page 145. See Item 1603(a)(9) of Regulation S-K
11.Please reconcile the terms of the lock-up applicable to Class B shares as described on
page 5 with the terms described on page 122.
12.We note that you refer to the letter agreement as being entered into by the company and
the "initial stockholders." Please revise your table here and on page 104 to identify the
natural persons and entities subject to the agreement and describe any exceptions under
the agreement. In this regard, please elaborate on the exception for transfers to "certain
permitted transferees." Please see Item 1602(b)(9) of Regulation S-K.
13.Regarding the lock-up terms applicable to the private shares and private rights, please
clarify when "after the completion of the initial business combination" these shares and
rights will be transferable and elaborate on the exception for transfers to "certain
permitted transferees."
14.Please revise the table on pages 5 and 6 disclosing the securities owned by the sponsor
to describe the extent to which compensation and the issuance of securities may result in a
material dilution of the purchasers’ equity interests.  See Items 1602(b)(6) and 1603(a)(6)
of Regulation S-K.
Private placement at time of offering, page 17
15.We note your statement that the private units are identical to the units sold in this offering
"except as described in this prospectus." Please explain, or include a cross reference to
disclosure elsewhere that explains how private units, including the private shares and
private rights underlying the units, are not identical to the units sold in the offering.
Automatic liquidation if no business combination, page 25
16.Please reconcile disclosure on page 25 stating that you may use up to $100,000 of interest
on the assets in the Trust Account to pay dissolution expenses with disclosure on page 26
stating that you will pay the costs, anticipated to be no more than $100,000, of liquidating
the Trust Account from assets outside of the Trust Account.
Conflicts of Interest, page 27
Please revise to include potential conflicts of interest between Mr. Tan, as an affiliate of
your sponsor, and the Second SPAC, in light of the possibility that both the company and
the Second SPAC may be searching for an acquisition target at the same time. Explain 17.

August 15, 2024
Page 4
how this conflict may arise in determining whether to pursue a de-SPAC transaction. If
the company and the sponsor have any agreement, arrangement or understanding with
respect to determining whether to proceed with a de-SPAC transaction, please disclose
this as well. Revise similar disclosures elsewhere in the prospectus. See Items 1602(b)(7),
1603(a)(5) and 1603(b) of Regulation S-K.
18.Please include any conflicts of interest relating to compensation, reimbursements, the
repayment of loans or other amount that will be payable to your sponsor or its affiliates or
your officers, directors or promoters only upon completion of a business combination
transaction.
Risk Factors
If we are deemed to be an investment company, we may be required . . ., page 48
19.We note your disclosure that "the SPAC Final Rules will become effective 125 days after
publication in the Federal Register. As of the date hereof, the SPAC Final Rules have not
been published in the Federal Register yet." Please update this disclosure, as the SPAC
Final Rules have been published in the Federal Register and became effective July 1,
2024.
Dilution, page 75
20.Please revise your dilution disclosure in your next amendment to comply with Item
1602(c) of Regulation S-K.
Our Sponsor, page 85
21.We note your discussion of restrictions on transfer of the Class B shares and private units
held by your sponsor. If these shares are to be held in escrow, as indicated on page 85,
please describe the material terms of the escrow agreement. Please also disclose any
circumstances or arrangements under which the sponsor, its affiliates and promoters,
directly or indirectly have transferred or could transfer ownership of your securities or
that have resulted or could result in the surrender or cancellation of such securities.
Specifically, disclose whether indirect transfers of ownership of your securities could take
place through the transfer of membership interests in the sponsor itself and describe any
circumstances or arrangements whereby this has or may take place. Also disclose the
potential forfeiture of insider shares by the sponsor if the over-allotment option is not
exercised. See Item 1603(a)(6) of Regulation S-K.
Principal Shareholders, page 112
22.Please revise the table to indicate where the sponsor's purchase of private units is
reflected. Please also explain why the number of shares held by the sponsor decreases
from 1,996,250 to 1,895,000 shares after the offering. Please also clarify the number of
shares of each class of stock that are currently and will be owned after the offering by the
persons listed in the table.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other

August 15, 2024
Page 5
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila Zhou