SCHEDULE 13G/A: Boothbay Fund Management Discloses 3.4% Passive Stake in Charlton Aria Acquisition Corp

Boothbay Fund Management LLC, Boothbay Absolute Return Strategies, LP, and Ari Glass have jointly disclosed a passive 3.4% beneficial ownership stake in Charlton Aria Acquisition Corp's Class A ordinary shares as of March 31, 2025.

Summary

• Boothbay Fund Management LLC, Boothbay Absolute Return Strategies, LP, and Ari Glass collectively reported beneficial ownership of 304,890 Class A ordinary shares of Charlton Aria Acquisition Corp.
• This ownership represents 3.4% of the Class A ordinary shares outstanding.
• The shares are held by private funds managed by Boothbay Fund Management, LLC, with Ari Glass as its Managing Member.
• The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest, especially where investment and voting discretion have been delegated to subadvisors.
• The filing is an Amendment No. 1 to a previous Schedule 13G, indicating an update to a prior ownership disclosure.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly alter the sentiment towards the company, beyond confirming institutional interest.

Positives

• Institutional investor interest: Boothbay Fund Management, a recognized investment firm, holds a significant stake, indicating potential confidence in Charlton Aria Acquisition Corp.
• Passive investment: The filing explicitly states the shares are not held for the purpose of changing or influencing control, suggesting a long-term investment perspective rather than activism.

Risks

• Delegation of authority: The Adviser has delegated authority to subadvisors, meaning the reporting persons may not have direct control over voting or disposition of all reported shares, which could affect their ability to influence the company.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future performance or the reporting persons' future investment intentions beyond the passive nature of the stake.

Management Comments

• The reporting persons certify that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

This filing indicates continued or new institutional interest in Charlton Aria Acquisition Corp, a Special Purpose Acquisition Company (SPAC), which is common for such entities as they seek to identify and complete a business combination. The passive nature of the stake suggests an investment in the SPAC's potential target or its overall structure rather than an activist position.

Comparison to Industry Standards

• A 3.4% passive stake by an investment firm like Boothbay Fund Management is a standard institutional investment size, particularly for a Special Purpose Acquisition Company (SPAC).
• While not a controlling stake, it signifies a notable position.
• This level of ownership is within the typical range for passive institutional investors in SPACs, indicating a non-activist investment approach.

Stakeholder Impact

• Shareholders: The disclosure of an institutional investor's stake may provide some reassurance or signal confidence in the company, potentially influencing investor sentiment.

Next Steps

• The document does not specify any future actions or milestones for Charlton Aria Acquisition Corp or the reporting persons, beyond the ongoing passive investment.

Key Dates

Keywords

Charlton Aria Acquisition Corp, Boothbay Fund Management, Boothbay Absolute Return Strategies, Ari Glass, Schedule 13G, Beneficial Ownership, Class A ordinary share, SEC filing, Institutional Investment, Passive Stake