SC 13G 1 char13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 
Charlton Aria Acquisition Corporation
(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)

G9877L107
(CUSIP Number)

October 25, 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)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G9877L107
1
NAMES OF REPORTING PERSONS
 
 
Whitebox Advisors LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
399,000 (see item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
399,000 (see item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
399,000 (see item 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (see item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 

CUSIP No. G9877L107
1
NAMES OF REPORTING PERSONS
 
 
Whitebox General Partner LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
399,000 (see item 4)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
399,000 (see item 4)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
399,000 (see item 4)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (see item 4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

CUSIP No. G9877L107
Item 1.
(a).
Name of Issuer:
  
   
Charlton Aria Acquisition Corporation (the “Issuer”)
  
 
(b).
Address of the Issuer’s principal executive offices:
  
   
221 W 9th St #848, Wilmington, DE 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”).
 
(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 (“Class A Ordinary 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 association 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).
 
(k)
☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. G9877L107
Item 4.
Ownership.
 
(a)
Amount beneficially owned:
   
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.
 
(b)
Percent of class:
   
Each of WA and WGP is deemed to beneficially own approximately 5.1% of the Class A Ordinary Shares outstanding.

Percent of class is calculated based on 7,815,000 Class A Ordinary Shares outstanding upon the closing of the Issuer’s initial public offering on October 25, 2024, as reported in the Issuer’s final prospectus on Form 424B4 filed on October 24, 2024.
 
(c)
Number of shares as to which the person has:
WA and WGP:
   
(i)
Sole power to vote or to direct the vote
0
   
(ii)
Shared power to vote or to direct the vote
 399,000
   
(iii)
Sole power to dispose or to direct the disposition of
0
   
(iv)
Shared power to dispose or to direct the disposition of
 399,000
     
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐
     
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.
 
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.
Certification.
 
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.

CUSIP No. G9877L107
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.

 
November 1, 2024
 
(Date)
   
 
WHITEBOX ADVISORS LLC
   
 
/s/ Gina Scianni
 
(Signature)
 
Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
 
(Name/Title)
   
 
November 1, 2024
 
(Date)
   
 
WHITEBOX GENERAL PARTNER LLC
   
 
/s/ Gina Scianni
 
(Signature)
 
Gina Scianni
Authorized Signatory
 
(Name/Title)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

CUSIP No. G9877L107
Exhibit A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for Class A Ordinary Shares of Charlton Aria Acquisition Corporation.

 
November 1, 2024
 
(Date)
   
 
WHITEBOX ADVISORS LLC
   
 
/s/ Gina Scianni
 
(Signature)
 
Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
 
(Name/Title)
   
 
November 1, 2024
 
(Date)
   
 
WHITEBOX GENERAL PARTNER LLC
   
 
/s/ Gina Scianni
 
(Signature)
 
Gina Scianni
Authorized Signatory
 
(Name/Title)