Aetherium Acquisition Corp. (Nasdaq: GMFI) (the “Company”)
previously announced on Form 8-K that The Nasdaq Stock Market LLC
(“Nasdaq”) notified the Company on June 18, 2024, that the Nasdaq
Hearings Panel (the “Panel”) is seeking to suspend trading of the
Company’s securities because the Company did not regain compliance
with the (i) total holder requirement under Listing Rule 5450(a)(2)
and (ii) the minimum market value of listed securities (“MVLS”)
requirement under Listing Rule 5450(b)(2)(A).
On June 20, 2024, the Company requested a
hearing before Nasdaq’s Listing Council and is preparing a plan of
compliance to submit to Nasdaq on or before July 5, 2024. Pursuant
to the Company’s previously approved compliance plan, which
included qualifying for the Nasdaq Capital Market and then
preparing a transfer application to trade the Company’s securities
there among its requirements, the Company still intends an imminent
filing of the Form F-4 in connection with its previously announced
business combination, before a decision is made on the Company’s
pending appeal.
As previously reported, the Company received
written notice from the Nasdaq staff (the “Staff”) that the Company
was not in compliance with the continued listing requirement to
maintain a minimum MVLS of $50,000,000, as outlined in Nasdaq
Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule
5810(c)(3)(D), the Company received 180 calendar days, until
November 6, 2023, to regain compliance whereby the Company’s common
stock was required to meet or exceed $50,000,000 for at least ten
consecutive business days. In addition, Staff determined that the
Company did not comply with the minimum 400 total holders as
required by Listing Rule 5450(a)(2) (the “Minimum Total Holders
Rule”).
On December 4, 2023, the Company appealed the
delisting determination to the Panel and requested that the stay of
delisting, which otherwise would expire on December 19, 2023,
pursuant to Rule 5815(a)(l)(B), be extended until the Panel issued
a final decision on the matter. The Company provided a submission
requesting a stay of delisting pending the hearing, which provided
the reasons for the late filings and its plan to regain compliance.
The Company prepared and presented to the Panel, in advance of the
Panel Hearing that occurred on February 27, 2024, its plan of
compliance with regard to the remaining deficiencies.
On March 13, 2024, the Panel issued a decision
that granted the Company’s request to continue its listing on
Nasdaq based on the information presented. The Hearing Panel had
determined to grant the Company’s request for an exception until
May 28, 2024 (the “Extension Period”). The compliance plan relied
on the Company to file Form F-4 related to the announced Business
Combination Agreement with Capital A Berhad signed on February 28,
2024. The Panel had then granted a deadline to file the Form F-4 by
June 20, 2024.
On May 16, 2024, the Company had submitted
evidence that the Company’s stockholders approved an amendment (the
“Conversion Amendment Proposal”) to its Charter (the “Charter
Amendment”). The Charter Amendment approved an amendment of certain
restrictions on the Company’s Class B common stock. Effective May
15, 2024, Continental Stock Transfer & Trust Company, as the
Company’s transfer agent, converted 2,874,999 of the 2,875,000
shares of Class B Common Stock issued and outstanding to Class A
Common Stock. Following the conversion, the total number of shares
of Class A Common Stock outstanding was 6,394,502 fulfilling the
Company’s plan to regain compliance with the Market Value of Listed
Securities set forth in the letter to the Nasdaq Panel sent on
February 12, 2024.
The Company issued a Report on Form 8-K with the
Securities and Exchange Commission (“SEC”), copies of which are
available at www.sec.gov, regarding the delisting notice. The June
18, 2024, notice (the “Notice”) from the Panel indicated that the
Company did not regain compliance with the Minimum Total Holders
Rule or the MVLS rule during the Extension Period. Pursuant to the
Notice, the Company requested the hearing before the Listing
Council and is preparing a plan of compliance to the Listing
Council on or before July 5, 2024. Pursuant to the previous
compliance plan, the Company still intends to file Form F-4 before
a decision is made on the Company’s appeal to the filing of Form
25-NSE. The Company’s supplementary compliance plan includes
qualifying for the Nasdaq Capital Market and preparing a transfer
application to trade the Company’s securities thereon.
About Aetherium Acquisition
Corp.
Aetherium Acquisition Corp. is a blank check
company formed to effect a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. Efforts to identify a
prospective target business will not be limited to a particular
business, industry sector, or geographical region, although it
intends to focus on businesses in the education, training, and
education technology (“EdTech”) industries, specifically in Asia
(excluding China).
Forward-Looking Statement
This release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In some cases, forward-looking statements can be
identified by terminology such as "may," "should," "potential,"
"continue," "expects," "anticipates," "intends," "plans,"
"believes," "estimates," and similar expressions, and include
statements such as the Company’s plans to appeal the determination
to the Panel and the outcome of the appeal from current
expectations include, among others, the ability of the Company to
appeal the determination to the Panel successfully, and other
factors described in the Company’s annual report on Form 10-K for
the year ended December 31, 2023, subsequent quarterly reports on
Form 10-Qs and any other filings the Company makes with the SEC.
The information in this release is provided only as of the date
presented, and the Company undertakes no obligation to update any
forward-looking statements contained in this presentation on
account of new information, future events, or otherwise, except as
required by law.
Aetherium ContactAlex Lee,
CFOalex.lee@aetheriumcapital.com
Investor ContactCrocker Coulson, CEO, AUM
Media+1 (646) 652-7185crocker.coulson@aummedia.org
Aetherium Acquisition (NASDAQ:GMFI)
過去 株価チャート
から 6 2024 まで 7 2024
Aetherium Acquisition (NASDAQ:GMFI)
過去 株価チャート
から 7 2023 まで 7 2024