Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 1, 2023

Date of Report (Date of earliest event reported)

 

Aetherium Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41189		86-3449713
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

79B Pemberwick Rd. Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant		GMFIU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		GMFI		The Nasdaq Stock Market LLC
Warrants		GMFIW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On November 1, 2023, a press release was made by a well-established Southeast Asian aviation company (the “Target”) announcing that it had entered into a non-binding letter of intent for a business combination (the “Business Combination”) with Aetherium Acquisition Corp (the “Company”).

 

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

 

Forward-Looking Statements

 

Certain matters discussed in this Current Report on Form 8-K (including Exhibit 99.1 hereto) constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1	Press Release, dated November 1, 2023.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 2, 2023
AETHERIUM ACQUISITION CORP.
By:	/s/ Jonathan Chan
Name:	Jonathan Chan
Title:	Chief Executive Officer and Chairman

 

 

 

Exhibit 99.1

 

Capital A Berhad signs Letter of Intent with NASDAQ-listed Aetherium Acquisition Corp for business combination

 

KUALA LUMPUR, 1 November 2023 - Capital A Berhad, the investment holding company of AirAsia, airasia MOVE (formerly known as airasia Superapp), logistics venture Teleport, and Capital A aviation services group, announced today that it has entered into a Letter of Intent (“LOI”) with Aetherium Acquisition Corp (NASDAQ: GMFI), a Special Purpose Acquisition Company (“SPAC”) listed on the Nasdaq stock exchange, for a proposed business combination merger with Capital A International, to be incorporated.

 

The proposed business combination would result in Capital A International, a new investment and strategic development company that leverages the “AirAsia” brand and capitalises on core capabilities in aviation, travel and hospitality and digital technologies, becoming a standalone publicly traded company in the U.S. With 100% equity interest in AirAsia Brand and Leasing, Capital A International intends to generate revenue from brand royalty and the leasing of aircraft. Additionally, it will be involved in tactical acquisition, incubation and partnerships to provide platforms for entrepreneurs.

 

The proposed business combination will be at an indicative equity value of United States Dollars (“USD”) 1 billion based on an independent valuation of the AirAsia Brand.

 

CEO of Capital A, Tony Fernandes said, “This is a coming-of-age moment for Capital A, which has morphed from AirAsia into a low-cost, value driven aviation and travel services group in five entities, the first of which that’s coming to the public market would be Capital A International. We are taking the first step to venture out of our home ground, which is ASEAN, and exploring listing on the pinnacle of markets in terms of capital raising. We are confident that the exposure of the U.S. financial markets and Nasdaq listing would help us accelerate the delivery of our strategy as we improve access to capital, broaden our shareholder base and meaningfully raise our profile globally.

 

“Our proposed business combination with Aetherium serves as a testament to the growth opportunity ahead. The ASEAN region in recent years has emerged as one of the world’s most dynamic and fastest growing economic hubs. Yet, there are limited vehicles for which global investors can participate in the vibrancy of this pivotal market. Leveraging the strength and reach of the AirAsia brand, Capital A International will offer an exceptional opportunity to harness the investment potential of the region.”

 

Jonathan Chan, CEO of Aetherium Acquisition Corp said, “It is a privilege to be working with a storied entrepreneur such as Tony Fernandes to help bring Capital A International to the U.S. capital markets. AirAsia has had a transformative impact on the lives of tens of millions of people across Southeast Asia, making affordable air travel a reality. The AirAsia brand is associated with innovation, convenience, adventure, and value. This new entity will present investors with the opportunity to tap into the growth of the ASEAN region with a high-quality profitable asset and exceptional management team. We look forward to finalising the business combination agreement in the weeks to come.”

 

Under the terms of the LOI, Capital A plans to divest all issued and outstanding share capital of Capital A International. The LOI with Aetherium Acquisition Corp reflects a mutual interest in the potential collaboration, subject to necessary regulatory approvals and conditions from Bursa Securities, the Central Bank of Malaysia and other relevant authorities. Capital A remains committed to complying with all regulatory requirements and is optimistic about the potential benefits of the proposed business combination.

 

A detailed announcement will be made upon the signing of a definitive agreement for the Proposed Business Combination.

 

***ENDS***

 

 

 

About Capital A

 

Capital A (formerly known as AirAsia Group) is an investment holding company with a portfolio of synergistic travel and lifestyle businesses that leverage data and technology, including the world’s leading low-cost carrier AirAsia, an aviation services group, airasia Superapp and fintech BigPay as well as logistics venture Teleport. Capital A’s vision is to create and deliver products and services that focus on offering the best value at the lowest cost, underpinned by robust data accumulated over 20 years in operation and one of Asia’s leading brands that remains committed to serving the underserved in ASEAN and beyond.

 

About Aetherium Acquisition Corp

 

Aetherium Acquisition Corp is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular business, industry, sector, or geographical region.

 

Capital A Contacts

 

Investors

 

Joanna Ibrahim

 

[e-mail]

 

Media

 

Maryanna Kim

 

[e-mail]

 

US

 

Julia Fisher

 

[e-mail]

 

Europe

 

John Kiely

 

[e-mail]

 

Aetherium Acquisition Corp Contact

 

[e-mail]

 

 

Cover	Nov. 01, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
Entity File Number	001-41189
Entity Registrant Name	Aetherium Acquisition Corp.
Entity Central Index Key	0001866547
Entity Tax Identification Number	86-3449713
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	79B Pemberwick Rd.
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	(650)
Local Phone Number	450-6836
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	GMFIU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	GMFI
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	GMFIW
Security Exchange Name	NASDAQ

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