SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Charlton Aria Acquisition Corp

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G9877L107

(CUSIP Number)

12/31/2024

(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

Names of Reporting Persons

WHITEBOX ADVISORS LLC

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 399,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 399,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

399,000.00

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

Checkbox not checked

Percent of class represented by amount in row (9)

4.5 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G9877L107

Names of Reporting Persons

WHITEBOX GENERAL PARTNER LLC

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 399,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 399,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

399,000.00

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

Checkbox not checked

Percent of class represented by amount in row (9)

4.5 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Charlton Aria Acquisition Corp

(b)

Address of issuer's principal executive offices:

221 W 9th St, #848, Wilmington, Delaware, 19801

Item 2.

(a)

Name of person filing:

This statement is filed by: (i) Whitebox Advisors LLC, a Delaware limited liability company ("WA"); and (ii) Whitebox General Partner LLC, a Delaware limited liability company ("WGP" and, together with WA, the "Reporting Persons").

(b)

Address or principal business office or, if none, residence:

The address of the business office of WA and WGP is: 3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416

(c)

Citizenship:

WA and WGP are organized under the laws of the State of Delaware.

(d)

Title of class of securities:

Class A Ordinary Shares, par value $0.0001 per share

(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).

Item 4.

Ownership

(a)

Amount beneficially owned:

As of December 31, 2024, each of WA and WGP is deemed to be the beneficial owner of 399,000 Class A Ordinary Shares, as a result of WA's clients' ownership of 399,000 Class A Ordinary Shares. As of December 31, 2024, each of WA and WGP is deemed to beneficially own approximately 4.5% of the Class A Ordinary Shares outstanding. Percent of class is calculated based on 8,840,000 Class A Ordinary Shares outstanding as of November 26, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed on December 3, 2024.

(b)

Percent of class:

WA and WGP: 4.5

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

WA and WGP: 0

(ii) Shared power to vote or to direct the vote:

WA and WGP: 399,000

(iii) Sole power to dispose or to direct the disposition of:

WA and WGP: 0

(iv) Shared power to dispose or to direct the disposition of:

WA and WGP: 399,000

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

WA's clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

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 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.

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.

WHITEBOX ADVISORS LLC

Signature:	/s/ Gina Scianni
Name/Title:	Gina Scianni, Associate General Counsel & Deputy Chief Compliance Officer
Date:	02/14/2025

WHITEBOX GENERAL PARTNER LLC

Signature:	/s/ Gina Scianni
Name/Title:	Gina Scianni, Authorized Signatory
Date:	02/14/2025

Exhibit Information

Exhibit A - Joint Filing Agreement, dated February 14, 2025, by and among the Reporting Persons

Amendment: SEC Form SCHEDULE 13G/A filed by Charlton Aria Acquisition Corporation