Charlton Aria Acquisition Corporation (CHAR) is a Cayman Islands blank check SPAC that completed its IPO in October 2024. Under the liquidation lens, the recovery posture for non-trust equity is deeply negative and structurally constrained. Total assets at September 30, 2025 are $88.6M, of which $88.6M (99.9%) is held in the grantor trust account as AssetsHeldInTrustNoncurrent. Outside the trust, the entity holds $10,775 in cash and $37,205 in prepaid expenses — combined outside-trust assets of approximately $48K. Against this, total liabilities are $1.74M, comprised of $44K current liabilities (accounts payable, accrued expenses, due to related parties) and $1.70M deferred underwriting commissions payable only upon business combination consummation. Permanent equity is ($1.70M) accumulated deficit. The MFFAIS CLV/LLV/OLV of ($33,587) reflects the near-zero recoverable outside-trust net assets. The trust itself is the operative asset: $88.6M in Level 1 money market funds, up from $85.9M at December 31, 2024, with the $2.72M increase driven entirely by reinvested trust income. Under liquidation, trust proceeds are distributed to public shareholders at approximately $10.42/share (implied by $88.59M trust / 8.5M redeemable shares); founder shares, private placement shares, and representative shares receive no trust distributions on winding up per contractual waiver. Outside-trust cash burned from $447K at year-end 2024 to $10,775 at September 30, 2025 — a 97.6% decline driven by $436K operating cash outflow over nine months. Working capital outside the trust stands at only $3,618, compared to $112,601 at the prior quarter (June 30, 2025), a deterioration of approximately $109K in one quarter. The deferred underwriting fee of $1.70M is contingent: it is forfeited by the underwriter if no business combination is completed, so it would not constitute a liability in a trust-redemption liquidation scenario. However, at face value under the lens definition, it remains on the liability stack. Management has issued a going concern qualification. The combination deadline is April 25, 2026, extendable twice by three months each (to October 25, 2026) upon $850K sponsor deposits per extension. No business combination has been identified as of the filing date. On May 13, 2025, the sponsor's sole shareholder changed to Sovereign Global Trust LLC in a $4M transaction — a governance event disclosed in MD&A but not separately XBRL-tagged.
▼ Community Notes