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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
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
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Aetherium Acquisition (NASDAQ:GMFIU)
過去 株価チャート
から 2 2025 まで 3 2025
Aetherium Acquisition (NASDAQ:GMFIU)
過去 株価チャート
から 3 2024 まで 3 2025
