Item 8.01 Other Events
As previously disclosed, Aetherium Acquisition Corp. ("Aetherium" or the
"Company") has called a special meeting (the "Meeting") for stockholders to
consider and vote on (1) a proposal to amend Aetherium's amended and restated
certificate of incorporation, to extend the date by which Aetherium must
consummate a business combination up to twelve (12) times, each such extension
for an additional one (1) month period (each an "Extension"), from April 3, 2023
to April 3, 2024 (we refer to this proposal as the "Charter Amendment
Proposal"); and (2) a proposal to amend Aetherium's investment management trust
agreement, dated as of December 29, 2021, by and between Aetherium and
Continental Stock Transfer & Trust Company, allowing Aetherium to extend the
date by which Aetherium must consummate a business combination up to twelve (12)
times, each such Extension for an additional one (1) month period, until April
3, 2024, by depositing into the Trust Account lesser of (A) $0.055 per
non-redeeming share of Aetherium's Class A common stock, $0.0001 par value, and
(B) $150,000 for each one-month Extension (we refer to this proposal as the
"Trust Amendment Proposal" and together with the Charter Amendment Proposal, the
"Extension Proposals" ).
As described in the proxy statement dated March 6, 2023 mailed in connection
with the Meeting (the "Proxy Statement"), pursuant to the Inflation Reduction
Act of 2022 (the "IR Act"), commencing in 2023, a 1% U.S. federal excise tax is
imposed on certain repurchases (including redemptions) of stock by "covered
corporations" occurring on or after January 1, 2023. As a result, any share
redemption or other share repurchase that occurs after December 31, 2022, in
connection with a business combination, extension vote or otherwise, may be
subject to the excise tax. Notwithstanding the foregoing, except for franchise
taxes and income taxes, the proceeds placed in the trust account established for
the benefit of the Company's public stockholders and maintained by Continental
Stock Transfer & Trust Company, acting as trustee, and the interest earned
thereon, shall not be used to pay for possible excise tax or any other fees or
taxes that may be levied on us pursuant to any current, pending or future rules
or laws, including without limitation any excise tax due under the IR Act on any
redemptions or stock buybacks by us.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, the risks
and uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission ("SEC"). Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Proposals. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the Proxy Statement, which may be obtained
free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. This communication shall also 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 states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to 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 or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension Proposals. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC's website at www.sec.gov or by directing a
request to the Company's proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581,
Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565,
Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.
© Edgar Online, source Glimpses