[SCHEDULE 13G/A] Charlton Aria Acquisition Corporation Units SEC Filing

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. filed an amended Schedule 13G reporting beneficial ownership of 731,500 common shares of Charlton Aria Acquisition Corporation (CUSIP G9877L107), equal to 8.3% of the class. The filing identifies Mizuho as a parent holding company organized in Japan and states that the shares are held in the ordinary course of business and were not acquired to change or influence control. The filing notes that the shares are directly held by Mizuho Securities USA LLC and that Mizuho Bank, Mizuho Americas LLC and Mizuho Financial Group may be deemed indirect beneficial owners. The statement is signed by Takahiro Katsura on 08/13/2025.

Positive

• Beneficial ownership disclosed: 731,500 common shares reported
• Material stake: amount represents 8.3% of the class
• Filing asserts passive holding: securities held in the ordinary course of business and not to influence control
• Ownership chain disclosed: direct holder identified as Mizuho Securities USA LLC; related Mizuho entities noted as potential indirect owners

Negative

• None.

Insights

Financial Analyst

TL;DR: Mizuho reports an 8.3% stake (731,500 shares) in Charlton Aria; filing asserts a passive, ordinary-course holding.

The disclosed position of 731,500 shares representing 8.3% is material by the common benchmark (>5%). The filing is a Schedule 13G amendment, indicating a passive investor stance rather than an active control intent, reinforced by the certification that the securities were not acquired to influence control. The statement also identifies the direct holder as Mizuho Securities USA LLC and names related entities that may be deemed indirect owners, which clarifies the ownership chain for analysts tracking institutional positions.

Corporate Governance Expert

TL;DR: Ownership disclosure is material but classified as passive; no control intentions or governance actions are claimed.

The filing classifies Mizuho as a parent holding company and provides the standard certification that the stake is held in the ordinary course of business and not for control purposes. That classification and the Schedule 13G form suggest no immediate governance engagement or proxy activity arising from this filing. Identification of the direct holder (Mizuho Securities USA LLC) and the potential indirect owners provides necessary transparency for assessing any future changes to voting or disposition powers.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Charlton Aria Acquisition Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G9877L107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G9877L107

1

Names of Reporting Persons

Mizuho Financial Group, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 731,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 731,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

731,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.3 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Charlton Aria Acquisition Corporation
(b)	Address of issuer's principal executive offices: 221 W 9th St #848 Wilmington, Delaware, 19801
Item 2.
(a)	Name of person filing: Mizuho Financial Group, Inc.
(b)	Address or principal business office or, if none, residence: 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan
(c)	Citizenship: Japan
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: G9877L107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Parent Holding Company
Item 4.	Ownership
(a)	Amount beneficially owned: 731,500
(b)	Percent of class: 8.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 731,500
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 731,500
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit A
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Parent Holding Company is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mizuho Financial Group, Inc.

Signature:	/s/ Takahiro Katsura
Name/Title:	Takahiro Katsura, Managing Director, Global Corporate Function Coordination Department
Date:	08/13/2025

FAQ

How many Charlton Aria (CHARU) shares does Mizuho report owning?

731,500 common shares, representing 8.3% of the class

What form was filed for the Charlton Aria position?

Amended Schedule 13G (Amendment No. 2) reporting beneficial ownership

Does the filing state Mizuho intends to influence control of CHARU?

No. The filing certifies the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control

Who directly holds the reported Charlton Aria shares?

Mizuho Securities USA LLC is identified as the direct holder; Mizuho Bank, Mizuho Americas LLC and Mizuho Financial Group may be indirect beneficial owners

When was the Schedule 13G signed?

Signed by Takahiro Katsura on 08/13/2025