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 share, par value $0.0001 per share

(Title of Class of Securities)

G9877L107

(CUSIP Number)

03/31/2025

(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

Names of Reporting Persons

Boothbay Fund Management 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 304,890.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 304,890.00

Aggregate Amount Beneficially Owned by Each Reporting Person

304,890.00

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)

3.4 %

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No.

G9877L107

Names of Reporting Persons

Boothbay Absolute Return Strategies, LP

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 304,890.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 304,890.00

Aggregate Amount Beneficially Owned by Each Reporting Person

304,890.00

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)

3.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No.

G9877L107

Names of Reporting Persons

Ari Glass

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 304,890.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 304,890.00

Aggregate Amount Beneficially Owned by Each Reporting Person

304,890.00

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)

3.4 %

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

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, DE 19801

Item 2.

(a)

Name of person filing:

Boothbay Fund Management, LLC* Boothbay Absolute Return Strategies, LP* Ari Glass*

(b)

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

140 East 45th Street, 16th Floor New York, NY 10017

(c)

Citizenship:

Boothbay Fund Management, LLC - Delaware Boothbay Absolute Return Strategies, LP - Delaware Ari Glass - United States

(d)

Title of class of securities:

Class A ordinary share, 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:

Boothbay Fund Management, LLC - 304,890* Boothbay Absolute Return Strategies, LP - 304,890* Ari Glass - 304,890* *The Class A ordinary shares (the "Shares") of the Issuer are held by one or more private funds (the "Funds"), which are managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the "Adviser"). Ari Glass is the Managing Member of the Adviser. The Adviser has delegated to certain subadvisors (collectively, "Subadvisors") the authority to act on behalf of the Funds, including the sole authority to vote and direct the disposition of certain Shares held by the Funds, and such Shares may be reported in regulatory filings made by such Subadvisors. However, this report is being made to the extent that, for the purposes of Reg. Section 240.13d-3, the reporting persons herein are deemed to beneficially own the Shares. The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise, that the Adviser, the Funds, Ari Glass or any other person has beneficial ownership of any securities reported herein and, notwithstanding the inclusion of any security in this report, the Adviser, the Funds, and Ari Glass expressly disclaim beneficial ownership of any security reported herein, except to the extent of the Advisers, the Funds, or Ari Glass pecuniary interest therein (if any), with respect to the Shares which the Adviser has delegated sole investment and voting discretion to a Subadvisor and does not presently have the right to terminate such delegation within sixty days.

(b)

Percent of class:

Boothbay Fund Management, LLC - 3.4%* Boothbay Absolute Return Strategies, LP - 3.4%* Ari Glass - 3.4%*

(c)

Number of shares as to which the person has:

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

Boothbay Fund Management, LLC - 0 Boothbay Absolute Return Strategies, LP - 0 Ari Glass - 0

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

Boothbay Fund Management, LLC - 304,890* Boothbay Absolute Return Strategies, LP - 304,890* Ari Glass - 304,890*

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

Boothbay Fund Management, LLC - 0 Boothbay Absolute Return Strategies, LP - 0 Ari Glass - 0

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

Boothbay Fund Management, LLC - 304,890* Boothbay Absolute Return Strategies, LP - 304,890* Ari Glass - 304,890*

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.

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.

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.

Boothbay Fund Management LLC

Signature:	/s/ Ari Glass
Name/Title:	Ari Glass, Managing Member
Date:	04/14/2025

Boothbay Absolute Return Strategies, LP

Signature:	/s/ Ari Glass
Name/Title:	Ari Glass, Managing Member of Boothbay Fund Management, LLC, its investment manager
Date:	04/14/2025

Ari Glass

Signature:	/s/ Ari Glass
Name/Title:	Individually
Date:	04/14/2025

Exhibit Information

Exhibit I - JOINT FILING STATEMENT

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