SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Charlton Aria Acquisition Corporation

(Name of Issuer)

Class A Ordinary Shares, par value US$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

ATW SPAC 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

Kerry Propper

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 539,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 539,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

539,000.00

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)

6.1 %

Type of Reporting Person (See Instructions)

HC, IN

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

SCHEDULE 13G

CUSIP No.

G9877L107

Names of Reporting Persons

Antonio Ruiz-Gimenez

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

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

SPAIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 539,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 539,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

539,000.00

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)

6.1 %

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 Corporation

(b)

Address of issuer's principal executive offices:

419 Webster Street, Monterey, CA, 93940

Item 2.

(a)

Name of person filing:

ATW SPAC Management LLC* Antonio Ruiz-Gimenez* Kerry Propper*

(b)

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

1 Pennsylvania Plaza, Suite 4180 New York, New York 10119

(c)

Citizenship:

ATW SPAC Management LLC - Delaware Antonio Ruiz-Gimenez - Spain Kerry Propper - United States

(d)

Title of class of securities:

Class A Ordinary Shares, par value US$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:

ATW SPAC Management LLC - 304,890* Antonio Ruiz-Gimenez - 539,000* Kerry Propper - 539,000* *The Class A Ordinary Shares (the "Shares") of Charlton Aria Acquisition Corporation (the "Issuer") are held by (1) one or more private funds managed by ATW SPAC Management LLC, a registered investment adviser (the "Adviser"), which has been delegated exclusive authority to vote and/or direct the disposition of certain of such Shares and a (2) a private fund, SZOP Multistrat LP, managed by an affiliate of the Adviser. Antonio Ruiz-Gimenez and Kerry Propper are managing members of the Adviser and its affiliate. The percentages reported herein are based upon the 8,840,000 Shares issued and outstanding as of March 24, 2025 as disclosed in the Issuer's Form 10-K filed with the SEC on March 24, 2025. This report shall not be deemed an admission that any reporting person herein or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein, if any

(b)

Percent of class:

ATW SPAC Management LLC - 3.4% Antonio Ruiz-Gimenez - 6.1% Kerry Propper - 6.1%

(c)

Number of shares as to which the person has:

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

ATW SPAC Management LLC - 0 Antonio Ruiz-Gimenez - 0 Kerry Propper - 0

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

ATW SPAC Management LLC - 304,890* Antonio Ruiz-Gimenez - 539,000* Kerry Propper - 539,000*

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

ATW SPAC Management LLC - 0 Antonio Ruiz-Gimenez - 0 Kerry Propper - 0

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

ATW SPAC Management LLC - 304,890* Antonio Ruiz-Gimenez - 539,000* Kerry Propper - 539,000*

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.

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 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.

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.

ATW SPAC MANAGEMENT LLC

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Antonio Ruiz-Gimenez, Co-Managing Member
Date:	05/15/2025

Kerry Propper

Signature:	/s/ Kerry Propper
Name/Title:	Individually
Date:	05/15/2025

Antonio Ruiz-Gimenez

Signature:	/s/ Antonio Ruiz-Gimenez
Name/Title:	Individually
Date:	05/15/2025

Exhibit Information

Exhibit I - JOINT FILING STATEMENT

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