GMFIU Aetherium Acquisition Corporation

 

 

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

 

March 31, 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: (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported in a Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) by Aetherium Acquisition Corp. (the “Company”) on May 15, 2023, the Company was delayed in filing with the SEC its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”) and thereby not in compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”)

 

On August 8, 2023, the Company was granted an exception to enable the Company to regain compliance with the Rule with regards to filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. The terms of the exception were as follows: on or before November 20, 2023, the Company must file its Form 10-Q for the period ended March 31, 2023, as required by the Rule.

 

On August 23, 2023, the Company received another late filer notification from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of an additional delinquency and non-compliance with the Rule resulting from the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

As a result of this additional delinquency of not timely filing the Form 10-Q for the quarter ended June 30, 2023, the Company was requested to submit to Nasdaq by September 7, 2023 an update to the Company’s original plan to regain compliance with respect to the filing requirement, which update should include the Company’s plans to file the Form 10-Q for the quarter ended June 30, 2023 and indicate the progress the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing.

 

The Company intends to submit an update to its original plan and continues to work diligently to finalize its Form 10-Q for quarters ending March 31, 2023 and June 30, 2023 and plans to file both Form 10-Q’s as promptly as possible to regain compliance. However, there is no assurance that Nasdaq will accept the Company’s updated plan to regain compliance or, if accepted, that the Company will be able to regain compliance with the Rule. If Nasdaq does not accept the Company’s updated plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

 

No assurance is given that the Company will be able to regain compliance with the Rule or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules.

 

Item 7.01 Regulation FD Disclosure.

 

A press release, dated October 2, 2023, disclosing the Company’s receipt of the Nasdaq notification letter is attached as Exhibit 99.1 and is furnished herewith.

 

The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing.

 

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 October 2, 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: October 18, 2023
AETHERIUM ACQUISITION CORP.
By:	/s/ Jonathan Chan
Name:	Jonathan Chan
Title:	Chief Executive Officer and Chairman

 

 

 

 

Exhibit 99.1

 

Aetherium Acquisition Corp.

Aetherium Announces Receipt of Nasdaq Notice of Additional Delinquency

 

GREENWICH, Conn., Oct. 2, 2023 /PRNewswire/ — Aetherium Acquisition Corp (“Company”) (Nasdaq: “GMFI”) today announced, as expected, that on August 23, 2023, the Company received an additional delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC relating to the Company’s continued non-compliance with Nasdaq Listing Rule 5250(c)(1), (the “Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the Quarter-Ended March 31, 2023, and June 30, 2023.

 

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. As previously disclosed, the Company earlier received notice from the Staff regarding its non-compliance with the Rule following the Company’s delay in the filing of its Quarterly Report on Form 10-Q for the Quarter-Ended March 31, 2023. On July 24 2023, the Company submitted a plan to regain compliance with Listing Rule 5250(c)(1) by becoming current in its obligations to file periodic financial reports (“Submission”). On August 8, 2023, the Company received notice from Nasdaq that based on the Submission, the Company was granted the extension until November 20, 2023 to regain compliance with Nasdaq’s continued listing rule as it relates to the untimely filings. As a result of this additional delinquency, the Company has submitted an update to Nasdaq which indicates the Company’s plan to remedy all delinquent filings and has indicated the progress the Company has made towards implementing the plan contained in its update. If the Company does not regain compliance by November 20, 2023, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

 

The Company’s management continues to work diligently to complete the Form 10-Qs and regain compliance with Listing Rule 5250(c)(1). If it is unable to become compliant by November 20, 2023, the Company will file an appeal pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

About GMFI

 

The Company 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. The Company is led by Jonathan Chan, the Company’s Chairman of the Board and Chief Executive Officer, and Alex Lee, the Company’s Chief Financial Officer.

 

Forward-Looking Statements

 

Certain matters discussed in this Press Release 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 Press Release.

 

Jonathan Chan
Aetherium Acquisition Corp
+1 650-450-6836
info@aetheriumcapital.com

 

 

 

v3.23.3

Cover	Mar. 31, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 31, 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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