Aetherium Receives Nasdaq Notice and Provides Update on Compliance Plans
Aetherium Acquisition Corp. (Nasdaq: GMFI) has received a notice from Nasdaq regarding potential trading suspension due to non-compliance with Nasdaq's listing rules. The company failed to meet the minimum market value of listed securities ($50M) and the minimum total holder requirement (400 holders). Aetherium has appealed the decision and requested a hearing, submitting a compliance plan to Nasdaq. The company intends to file Form F-4 for a business combination with Capital A Berhad and is preparing for a potential transfer to the Nasdaq Capital Market. Despite previous extensions and a compliance plan that included converting Class B stock to Class A, Aetherium did not meet the required benchmarks by the deadline.
- The company has taken steps to address compliance issues, including converting Class B shares to Class A shares.
- Aetherium has requested a hearing and plans to submit a compliance plan by July 5, 2024.
- The company is preparing to file Form F-4 for a business combination with Capital A Berhad.
- Aetherium failed to regain compliance with the minimum market value of listed securities ($50M).
- The company did not meet the minimum total holder requirement of 400 holders.
- Potential trading suspension if compliance is not achieved.
Insights
The notice from Nasdaq regarding Aetherium Acquisition Corp.'s compliance issues is a significant development for investors. The company's inability to meet the minimum market value of listed securities (
Short-term: The immediate risk involves potential delisting from Nasdaq, which could negatively impact the stock price and liquidity. Investors might see increased volatility and uncertainty until a resolution is reached.
Long-term: If the company successfully implements its compliance plan, including the business combination with Capital A Berhad, there could be a path to stabilization and growth. However, continued non-compliance could result in delisting, making it harder for the company to attract investors and raise capital.
It's also worth noting the company's plan to transfer to the Nasdaq Capital Market, which has different listing requirements and could provide an alternative to maintain its Nasdaq listing. Investors should monitor the situation closely, as the outcome will have significant implications for the company's financial health and stock performance.
The compliance issues facing Aetherium Acquisition Corp. highlight the importance of adhering to stringent exchange requirements. The company's appeal to the Nasdaq Listing Council and the preparation of a compliance plan are standard procedures in such scenarios.
One key aspect is the Form F-4 filing related to the business combination with Capital A Berhad. Successfully completing this merger could help the company meet the necessary market value requirements.
However, the legal complexities involved in the compliance plan, including the conversion of Class B common stock to Class A common stock, signal significant internal restructuring efforts. This conversion aims to increase the total market value of listed securities, but it needs to be executed flawlessly to avoid further complications.
Investors should be aware of the deadlines and procedural steps the company must meet. Any failure to comply could lead to delisting, adding legal and financial challenges. Staying informed about the company's filings and legal maneuvers is important for understanding the potential outcomes and risks.
GREENWICH, Conn., July 01, 2024 (GLOBE NEWSWIRE) -- 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
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 Contact
Alex Lee, CFO
alex.lee@aetheriumcapital.com
Investor Contact
Crocker Coulson, CEO, AUM Media
+1 (646) 652-7185
crocker.coulson@aummedia.org
FAQ
What is the current compliance status of Aetherium Acquisition Corp. (GMFI)?
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