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
Date
of Report (Date of earliest event reported): February 28, 2024
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: (650) 450-6836
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
December 5, 2022, Aetherium Acquisition Corp., a Delaware corporation (together with its successors, “Aetherium”),
issued a press release announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”)
providing for the business combination (the “Business Combination”) of Aetherium with Capital A Berhad, a Malaysian
company (“Parent”), Capital A International, a Cayman Islands exempted company and a wholly-owned subsidiary
of Parent (“Pubco”), which leverages the expansion, management and licensing of the AirAsia brand, and serves
as a dynamic global marketing catalyst for Asean brands; Aether Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary
of Pubco (“Merger Sub”), and Brand AA Sdn Bhd, a Malaysian company and a wholly-owned Subsidiary of Parent
(the “Company”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Forward-Looking
Statements
The
information in this report includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,”
“will,” “expect,” “continue,” “should,” “would,” “anticipate,”
“believe,” “seek,” “target,” “predict,” “potential,” “seem,”
“future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, (1) statements regarding estimates and forecasts of financial and performance metrics and
projections of market opportunity and market share; (2) references with respect to the anticipated benefits of the proposed Business
Combination and the projected future financial performance of Aetherium, the Company, Pubco, Parent, and Merger Sub following the proposed
Business Combination; (3) changes in the market for the Pubco’s brand and expansion plans and opportunities; (4) Pubco, the Company,
Parent, and Merger Sub’s economics; (5) the sources and uses of cash of the proposed Business Combination; (6) the anticipated
capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (7) the
projected growth and intellectual property developments of Pubco, the Company, Parent, and Merger Sub and theirs competitors; (8) anticipated
short- and long-term customer growth of the Air Asia brand companies; (9) current and future potential commercial and customer relationships;
(10) the ability to grow Pubco, the Company, Parent, and Merger Sub’s operating companies efficiently at scale; and (11) expectations
related to the terms and timing of the proposed Business Combination.
These
statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Pubco, the
Company, Parent, Merger Sub and Aetherium’s management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Pubco, the Company, Parent,
Merger Sub and Aetherium. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that
the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Transactions described
herein; the inability to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing
of Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of
shareholders; costs related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal
conditions; risks relating to the uncertainty of the projected financial information with respect to Pubco, the Company, Parent, and
Merger Sub; Pubco, the Company, Parent, and Merger Sub’s ability to successfully implement its growth strategy; risks relating
to Pubco, the Company, Parent, and Merger Sub’s operations and business, including information technology and cybersecurity risks,
demand for Pubco, the Company, Parent, and Merger Sub’s current and future offerings; risks related to increased competition; risks
relating to potential disruption in the transportation and aviation industry; risks that Pubco, the Company, Parent, and Merger Sub are
unable to secure or protect its intellectual property; risks of liability or regulatory lawsuits relating to the Company’s intellectual
property; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain
effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or timely consummate
the proposed Business Combination, including the risk that any required stockholder or regulatory approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed
Business Combination; the outcome of any legal proceedings that may be instituted against Pubco, the Company, Parent, Merger Sub, or
Aetherium or other following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of
the Company to execute its business model, including continued market acceptance of its brands and achieving sufficient volumes at acceptable
levels and prices; and those risk factors discussed in documents of Pubco and Aetherium filed, or to be filed, with the Securities and
Exchange Commission (the “SEC”).
If
any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that Aetherium, Pubco, the Company, Parent, and Merger Sub presently
know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Aetherium, Pubco, the Company, Parent, and Merger Sub’s expectations,
plans or forecasts of future events and views as of the date of this report. Aetherium, Pubco, the Company, Parent, and Merger Sub anticipate
that subsequent events and developments will cause their assessments to change. However, while Aetherium, Pubco, the Company, Parent,
and Merger Sub may elect to update these forward-looking statements at some point in the future, Aetherium, Pubco, the Company, Parent,
and Merger Sub specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Aetherium.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake
no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Additional
Information
Pubco
intends to file with the SEC, a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”),
which will include a preliminary proxy statement of Aetherium and a prospectus in connection with the proposed Business Combination involving
Aetherium, Pubco, the Company, Parent and Merger Sub. The definitive proxy statement and other relevant documents will be mailed to stockholders
of Aetherium as of a record date to be established for voting on Aetherium’s proposed Business Combination with the Company. STOCKHOLDERS
OF AETHERIUM AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO,
AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH AETHERIUM’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS
TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT AETHERIUM, THE COMPANY,
PUBCO, PARENT, MERGER SUB AND THE BUSINESS COMBINATION. Stockholders will also be able to obtain copies of the Registration Statement
and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request
to Aetherium Acquisition Corp., 79B Pemberwick Road, Greenwich, CT 06831, Attention: Jonathan Chan.
Participants
in the Business Combination
Pubco,
Aetherium and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Aetherium in connection with the Business Combination. Information regarding the officers and directors of Aetherium
is set forth in Aetherium’s annual report on Form 10-K, which was filed with the SEC on April 17, 2023. Additional information
regarding the interests of such potential participants will also be included in the Registration Statement on Form S-4 (and will be included
in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.
Disclaimer
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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:
February 29, 2024 |
|
|
| |
|
|
| |
AETHERIUM
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Jonathan Chan |
| |
Name: |
Jonathan
Chan |
| |
Title: |
Chief
Executive Officer and Chairman |
Exhibit
99.1
Capital
A International, Owner of the Iconic AirAsia Brand, to be Publicly Listed in the U.S. through a
Business Combination with Aetherium Acquisition Corp
Capital
A International, a global brand management platform, specializes in the expansion, management and licensing of the AirAsia brand
Leveraging
its successful track record, Capital A International will champion and expand to the global markets renowned brands from Southeast Asia
(“Asean”)
Offers
global investors a gateway to participate in the growth of the massive 680-million-strong Asean population, leveraging the region’s
most dynamic and recognizable brands
Proposed
transaction value of US$1.15 billion
KUALA
LUMPUR, Malaysia, & GREENWICH, Conn.—(BUSINESS WIRE)—February 28, 2024 — Today, Capital A Berhad (“Capital
A”), (Kuala Lumpur Stock Exchange: 5099.KL), announced it has finalized a business combination agreement with Aetherium Acquisition
Corp (GMFI), a Special Purpose Acquisition Company (“SPAC”), to list Capital A International (“CAPI”)
in the U.S. public markets. CAPI leverages the expansion, management and licensing of the AirAsia brand, and serves as a dynamic global
marketing catalyst for Asean brands. The transaction also offers investors a gateway to participate in a fast-growing economic hub, on
track to become the world’s fourth largest economy by 2030.
CAPI
will be led by Tony Fernandes, one of Asia’s most recognizable entrepreneurs - best known for acquiring AirAsia in 2001 and transforming
it into a global airline, which has democratized air travel in the region. He has led the airline’s remarkable growth from just
two planes to its current fleet of 242 aircraft, making it Asia’s largest low-cost carrier and among the top three strongest
airline brands in the world. Operating across Asean with hubs in Malaysia, Thailand, Indonesia, the Philippines and soon Cambodia,
AirAsia flies 278 routes to 131 global destinations, having flown over 776 million passengers since its inception.
Tony
Fernandes, Chief Executive Officer of Capital A said, “Over more than two decades, AirAsia has become a prestigious brand synonymous
with value, innovation and inclusivity. AirAsia has transformed from a small Malaysian airline into a leading global aviation and travel
brand valued by Brand Finance at over $1 billion, and enabled Capital A to build a diversified portfolio spanning aviation, aviation
services, logistics, and digital companies in fintech, travel and hospitality. The evolution of the AirAsia brand has created a loyal
global consumer base, positioning us favorably to expand our brand internationally through CAPI. This listing grants us access to the
world’s most extensive and liquid capital markets, enhancing the company’s international credibility and presence while creating
value for our shareholders.”
CAPI’s
platform integrates brand strategy, creative marketing and intellectual property development to strategically position its brands and
cultivate cultural significance among consumers. The intellectual property rights held by CAPI spans 23 countries, and the company intends
to leverage the brand value of AirAsia through further licensing while implementing its successful strategy to propel and expedite the
growth of its intellectual property portfolio.
Mr.
Fernandes remarked, “We are the first Asean-based brand in the travel sector to adopt this strategy and expand through licensing,
leveraging our strong ties to the Asean region. Additionally, our growth strategy involves acquiring and developing more brands from
this dynamic region. We are optimistic about the potential for our brand business to expand well beyond our origins, particularly in
markets where intellectual property and brand value are highly esteemed by consumers and investors.
“The
Asean region offers a thriving economic landscape with a 680 million population, surpassing the U.S. and closely trailing the European
Union. Fueled by a growing middle-income population that is creating new consumer markets and economic opportunities, the region is poised
for sustained growth. Moreover, the recent surge in popularity of Asia-based media, entertainment, and lifestyle brands underscores the
escalating global demand for brands originating in Asia.”
Jonathan
Chan, Chairman and CEO of Aetherium said, “We’re thrilled to partner with Tony and the CAPI team to capitalize on their proven
track record and extend the brand beyond the world’s fastest-growing consumer-driven market, boasting a population twice the size
of the United States. Under Tony’s exceptional leadership, AirAsia has evolved into an immensely successful and widely recognized
brand in the region. With over 22 years of innovation in air travel and digital services, the company is strategically positioned to
strengthen its leadership in Asean and pursue growth in international markets. This collaboration presents a distinctive opportunity
for U.S. capital market investors to participate in the rapid expansion of Asean economies through a company that embodies the region’s
diverse culture, energy, and emerging opportunities.”
Investment
Highlights
Owner
and licensor of the renowned AirAsia brand, with an iconic presence in airline, travel, and lifestyle, CAPI taps into the growth resurgence
of Asia’s largest low-cost carrier and supported by a robust order book.
Operating
an asset-light business model, the business generates strong operating margins with minimal inventory and working capital requirements,
fortified by stable and recurring revenue stream from royalty fees, driving free cash flow.
The
company benefits from access to Capital A’s ecosystem, boasting over 50 million users, 22 million loyalty members, and over 56
million social media followers, expanding brand reach and enhancing CAPI’s brand-building capabilities.
Based
in Asean, one of the world’s fastest-growing economies poised to become the fourth-largest by 2030, the company has a substantial
addressable licensing global market of $341 billion, with the Asean market accounting for $5 billion, growing at an impressive 13% annually,
outpacing the global average.
Abundant
opportunities exist to develop the brand platform:
| |
● |
Extend
the AirAsia brand beyond the travel sector by expanding into new industries, categories and geographies through in-house ventures
or joint ventures; |
| |
|
|
| |
● |
Develop
new brands that capitalize on the strength of the Asean markets; |
| |
|
|
| |
● |
Creating
character intellectual property and enhance value through partnerships and merchandising; and |
| |
|
|
| |
● |
Acquire
and grow other Asean-based brands |
| |
|
|
| |
● |
The
company is guided by an experienced management team with a successful track record in brand management. |
Editor’s
Note: Asean (Association of Southeast Asian Nations) is a political and economic union comprised of Brunei, Cambodia, Indonesia, Laos,
Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam.
Key
Transaction Terms
Under
the terms of the proposed transaction, CAPI will combine with Aetherium and become a publicly traded entity. The transaction reflects
an estimated value for CAPI of $1.15 billion. Although the Boards of both CAPI and Aetherium have unanimously approved the transaction,
the transaction remains subject to the approval of Aetherium stockholders and other customary closing conditions. Additional information
about the transaction, including a copy of the Business Combination Agreement will be available in a current report filed by Aetherium
on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”), which may be found at www.sec.gov.
Advisors
Greenberg
Traurig, LLP serves as U.S. legal counsel and Foong & Partners serves as Malaysian legal counsel to CAPI.
Rimon
P.C. is servicing as United States legal counsel to Aetherium.
About
Capital A International
Capital
A International (CAPI) is a global brand management platform, specializing in the expansion, management and licensing of the AirAsia
brand. To be led by Tony Fernandes, one of Asia’s most recognizable entrepreneurs, CAPI aims to capitalize AirAsia’s brand
value through additional licensing and to deploy its proven strategy to promote and accelerate the expansion of its intellectual property
portfolio. CAPI’s platform combines brand strategy, creative marketing and intellectual property development to effectively position
its brands and establish cultural relevance among consumers. For more information, visit https://www.capitalainternational.com.
About
Capital A Berhad
Capital
A (formerly known as AirAsia Group Berhad) 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
MOVE 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 22 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. operates as a special purpose acquisition company (SPAC) created to facilitate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We actively seek out technologically
advanced enterprises that push the boundaries of innovation. Our role involves not only identifying these cutting-edge businesses but
also developing and enhancing their potential by leveraging their value and introducing them to the U.S. capital markets. Under the leadership
of Jonathan Chan, who serves as Chairman of the Board and Chief Executive Officer, and Alex Lee, the Company’s Chief Financial
Officer, the Company is committed to navigating the intersection of technology and business to drive growth and success. For more information
on Aetherium, visit: https://www.aetheriumcorp.com/.
Important
Information About the Proposed Business Combination and Where to Find It
For
additional information on the proposed business combination, see Aetherium’s Current Report on Form 8-K, which will be filed concurrently
with this press release. In connection with the proposed business combination, Aetherium and Pubco intend to file relevant materials
with the SEC, including a registration statement on Form F-4 to be filed by Pubco, which will include a proxy statement/prospectus, and
other documents regarding the proposed business combination. Aetherium’s shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and
documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain
important information about Pubco and Aetherium and the proposed business combination.
Promptly
after the Form F-4 is declared effective by the SEC, Aetherium will mail the definitive proxy statement/prospectus and a proxy card to
each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in
the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Aetherium are urged to
carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents
filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about
the proposed business combination. The documents filed by Aetherium with the SEC may be obtained free of charge at the SEC’s website
at www.sec.gov, or by directing a request to Aetherium, 79B Pemberwick Road, Greenwich, CT 06831.
Participants
in the Solicitation
Aetherium
and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Aetherium’s shareholders in connection with the proposed business combination.
A list of the names of those directors and executive officers and a description of their interests in Aetherium will be included in the
proxy statement/prospectus for the proposed business combination when available at www.sec.gov.
Information
about Aetherium’s directors and executive officers and their ownership of Aetherium shares of common stock is set forth in Aetherium’s
final prospectus for its for its initial public offering dated November 29, 2021, and filed with the SEC on December 29, 2021, as modified
or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination
when it becomes available. These documents can be obtained free of charge from the source indicated above.
Pubco
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of
Aetherium in connection with the proposed business combination. A list of the names of such directors and executive officers and information
regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business
combination.
Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included
in the proxy statement/prospectus filed with the SEC on Form F-4. Shareholders, potential investors and other interested persons should
read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities
laws. Forward-looking statements may include, but are not limited to, statements with respect to (i) trends in the financial advisory
industry, including changes in demand and supply related to Pubco’s products and services; (ii) Pubco’s growth prospects
and Pubco’s market size; (iii) Pubco’s projected financial and operational performance including relative to its competitors;
(iv) new product and service offerings Pubco may introduce in the future; (v) the potential business combination, including the enterprise
value, the expected post-closing ownership structure and the likelihood and ability of the parties to consummate the potential business
combination successfully; (vi) the risk the proposed business combination may not be completed in a timely manner or at all, which may
adversely affect the price of Aetherium securities; (vii) the failure to satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business combination by the shareholders of Aetherium and Capital A Berhad; (viii)
the effect of the announcement or pendency of the proposed business combination on Aetherium’s or Pubco’s business relationships,
performance and business generally; (ix) the outcome of any legal proceedings that may be instituted against Aetherium or Pubco related
to the proposed business combination or any agreement related thereto; (x) the ability to maintain the listing of Aetherium on Nasdaq;
(xi) the price of Aetherium’s securities, including volatility resulting from changes in the competitive and regulated industry
in which Pubco operates, variations in performance across competitors, changes in laws and regulations affecting Pubco’s business
and changes in the combined capital structure; (xii) the ability to implement business plans, forecasts, and other expectations after
the completion of the proposed business combination and identify and realize additional opportunities; and (xiii) other statements regarding
Aetherium’s or Pubco’s expectations, hopes, beliefs, intentions and strategies regarding the future.
In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties.
You
should carefully consider the risks and uncertainties described in the “Risk Factors” section of Aetherium’s final
prospectus dated December 29, 2021, and filed with the SEC on January 2, 2024 for its initial public offering and, the proxy statement/prospectus
relating to this transaction, which is expected to be filed by Pubco with the SEC, other documents filed by Aetherium and/or Pubco from
time to time with SEC, and any risk factors made available to you in connection with Aetherium, Pubco, and the transaction. These forward-looking
statements involve a number of risks and uncertainties (some of which are beyond the control of Pubco and Aetherium) and other assumptions,
that may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. Aetherium and Pubco caution that the foregoing list of factors is not exclusive.
No
Offer or Solicitation
This
press release relates to a proposed business combination between Aetherium and Pubco, and does not constitute a proxy statement or solicitation
of a proxy and does not constitute an offer to sell or a solicitation of an offer to buy the securities of Aetherium or Pubco, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or jurisdiction.
Contacts
Capital
A International
Investors
Joanna
Ibrahim
joannaibrahim@airasia.com
Media
Maryanna
Kim
maryannakim@airasia.com
US
Julia
Fisher
Julia.Fisher@edelmansmithfield.com
Europe
John
Kiely
John.Kiely@edelmansmithfield.com
Aetherium
Acquisition Corp.
Aetherium
Acquisition Corp.
79B
Pemberwick Rd.
Greenwich,
CT
Attention:
Jonathan Chen, CEO
Email:
jonathan.chan@aetheriumcapital.com
Grafico Azioni Aetherium Acquisition (NASDAQ:GMFIU)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Aetherium Acquisition (NASDAQ:GMFIU)
Storico
Da Gen 2024 a Gen 2025
