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): March 27, 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 8.01 Other Events.
On March 19, 2024, Aetherium Acquisition Corp. (the “Company”) prepared Amendment No. 2 (“Amendment No. 2”) to the definitive proxy on Schedule 14A in connection with its Special Meeting of the Company’s shareholders in lieu of its annual meeting to extend the time to complete its business combination. The definitive proxy on Schedule 14A filed in connection with the Special Meeting to extend the time to complete a Business combination to thirty-six (36) months from the effectiveness date of the Company’s Form S-1 by the SEC, which was December 29, 2021, seeks approval for the Company to deposit into the trust account the amount of $0.033 per non-redeeming public share of the Company for each month the Company exercises an extension.
Amendment No. 2 amends the Trust Amendment Proposal (Proposal 4) to delete the proposal to withdraw funds from the Company’s trust account to pay for excise taxes. As revised, the Trust Amendment Proposal (Proposal 4) no longer seeks approval to pay the Company’s excise tax.
The purpose of this Form 8-K is to clarify any confusion created by prior amendments to the Company’s definitive proxy on Schedule 14A. Notwithstanding the prior or existing provisions to any of the Proposals, including the Charter Amendment Proposal (Proposal 1) for the vote in the Special Meeting, in no event will the Company withdraw any interest whatsoever from the Company’s trust account to pay any excise taxes due. At present, the Company’s trust account balance totals approximately $33,747,362.84 representing approximately $11.28 per public share at the time of filing of the Company’s definitive proxy on Schedule 14A.
For the avoidance of doubt, any provision in Proposal No. 1 allowing for the withdrawal of interest from the Trust Account to pay the Company’s excise tax on stock redemptions of its public shares, is deleted in its entirety and will have no effect and will not authorize the Company to withdraw any interest whatsoever from the Company’s trust account to pay any excise taxes due.
To allow time for additional votes on the Trust Amendment Proposal (Proposal 4), as amended by Amendment No. 2., the Company has postponed the Special Meeting to March 28, 2024 at 8:30 a.m. ET.
The record date for the Meeting remains February 9, 2024. A copy of the previously issued press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press Release dated March 19, 2024 | |
104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
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: March 27, 2024 | ||
AETHERIUM ACQUISITION CORP. | ||
By: | /s/ Jonathan Chan | |
Name: | Jonathan Chan | |
Title: | Chief Executive Officer and Chairman |
Exhibit 99.1
Aetherium Acquisition Corp Announces Postponement of Adjourned Special Meeting of Stockholders
~ Stockholders of Record as of February 9, 2024, are Eligible to Vote at Meeting ~
New York, March 19, 2024 - Aetherium Acquisition Corp (“Aetherium”) (NASDAQ:GMFI), a special purpose acquisition company, today announced that the adjournment of its extraordinary general meeting of stockholders (“Meeting”) will be postponed from its scheduled time of 8:30 a.m. Eastern Time on March 18, 2024 to 8:30 a.m. Eastern Time on March 28, 2024 to procure additional votes for the Trust Amendment Proposal (Proposal 4). The Company has prepared Amendment No. 2 to the definitive proxy on Schedule 14A to amend the Trust Amendment Proposal (Proposal 4) to delete the permission to withdraw funds from the Company’s trust account to pay for excise taxes. All other proposals have been approved as of this date.
The Meeting can still be accessed virtually at the following website: https://www.cstproxy.com/aetherium/2024 (Conference ID: 2629892#). You will need the 12-digit meeting control number that is printed on your proxy card to enter the Meeting.
The record date for the Meeting remains February 9 2024. To exercise redemption rights, holders must tender their share certificates to Continental Stock Transfer & Trust Company, Aetherium Acquisition’s transfer agent, no later than two (2) business days prior to the Meeting, which deadline is now March 26, 2024.
Stockholders as of the record date can vote, even if they have subsequently sold their shares. Any stockholders who wish to change their vote and need assistance should contact Continental Share Transfer & Trust Company at 917-262-2373, or email proxy@continentalshare.com. Stockholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting that the transfer agent return such public shares prior to 8:30 a.m. Eastern Time on March 10, 2024.
About Aetherium Acquisition Corp
Aetherium Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. In January 2022, Aetherium consummated an initial public offering of its units, with each unit consisting of one share of Class A Common Stock and one redeemable warrant. Each warrant entitles its holder to purchase one share of Class A Common Stock at a price of $11.50 per share.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Special Meeting and the Proposals and related matters. Information regarding the Company’s directors and executive officers is available in Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2024 (the “Proxy Statement”). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.
Non-Solicitation
This press release is for informational purposes and is not intended and does not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer or invitation for the sale or purchase of the securities, assets or the business of Aetherium Acquisition Corp, 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. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Contact:
Aetherium
Aetherium Acquisition Corp.
79B Pemberwick Rd.
Greenwich, CT
Attention: Jonathan Chen, CEO
Email: jonathan.chan@aetheriumcapital.com