UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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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
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 28, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.”
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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.
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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.
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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.
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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.
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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
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