[8-K] Aetherium Acquisition Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Securities linked to the S&P 500 Futures 40% Edge Volatility 6% Decrement Index (USD) ER. Each security has a $1,000 stated principal, a July 16 2025 pricing date, July 21 2025 issue date and will mature on July 21 2031 unless automatically redeemed earlier.

Automatic Early Redemption: On any of 21 quarterly valuation dates, if the underlying’s closing value is at or above the initial value, the notes are redeemed for $1,000 plus a preset premium starting at 25% (July 2026) and escalating to 150% (July 2031). After redemption, investors forgo further payments.

Payment at Maturity (if not called):

• Underlying ≥ initial value: $1,000 + applicable final premium.
• Underlying < initial but ≥ 60% of initial (final barrier): return of principal only.
• Underlying < 60% of initial: loss of 1% principal for each 1% decline (down to zero).

No interim coupons or dividend participation is provided.

Pricing & Fees: Issue price is $1,000; underwriting fee up to $42.50 (4.25%); minimum proceeds to issuer $957.50. CGMI estimates the initial fair value at ≥ $852.50, reflecting structuring and hedging costs. Securities are unsecured, unsubordinated obligations subject to the credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc. and will not be listed on any exchange, limiting liquidity.

Key Risks: Investors face full downside below the 60% barrier, no interest income, capped upside via fixed premiums, potential early redemption reinvestment risk, and exposure to a highly leveraged, decrement-adjusted index expected to underperform the S&P 500 Index. The underlying’s 40% volatility target can impose up to 500% leverage, and a 6% annual decrement drags returns.

Positive

• Escalating premiums offer up to a 150% gross return if early-called on the final valuation date.
• Contingent principal protection down to a 60% barrier limits loss magnitude relative to direct equity exposure.
• Obligations are fully guaranteed by Citigroup Inc., a large diversified bank holding company.

Negative

• No interest or dividend participation; upside strictly capped by fixed premiums.
• 1:1 downside below 60% barrier can lead to full principal loss in severe market declines.
• Underlying index employs up to 500% leverage and a 6% decrement, increasing path risk and likely underperformance.
• Estimated fair value (≥ $852.50) is materially below issue price, indicating significant structuring costs.
• Securities are unlisted and may lack liquidity; investors may be dependent on CGMI’s discretionary secondary market.
• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; no collateral is pledged.

Insights

Structured Products Analyst

TL;DR: High optionality but capped upside; substantial credit and market risks; neutral impact for diversified investors.

The note combines a quarterly autocall feature with rich, escalating premiums—up to 150%—creating meaningful contingent yield if the index merely holds its ground. However, investors exchange this potential for full downside exposure below a 60% barrier and no dividend accrual. The underlying index’s 500% leverage ceiling and 6% decrement materially amplify path dependency and tracking error versus the S&P 500. The estimated value (≤ $852.50) reveals a 14.75% structuring cost, while a 4.25% placement fee adds further drag. On balance, the product suits tactical investors seeking high conditional yield and willing to shoulder complexity, liquidity limits and issuer credit risk. Market-wide impact is negligible; Citigroup’s capital raise is routine.

Portfolio Risk Manager

TL;DR: Significant tail risk, limited liquidity, and credit exposure outweigh premium allure; caution advised.

From a risk-adjusted perspective, the note exhibits asymmetric pay-off: capped gains and near-linear losses after a 40% drop. The 21-date autocall grid increases premium probability but heightens reinvestment and timing risk. The unlisted status, discretionary secondary market and a bid–ask spread embedded in CGMI quotes impair exit flexibility. Moreover, the 40% target volatility algorithm can cause leveraged losses during volatility spikes—historically frequent around earnings seasons and macro events. Diversified portfolios should view the uncollateralized structure as an issuer credit proxy; any deterioration in Citigroup’s credit spreads would directly compress secondary prices. Accordingly, allocation should be small and paired with credit-spread monitoring.

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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

Date of Report (Date of earliest event reported): July 11, 2025 (July 7, 2025)

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		N/A
Class A Common Stock, par value $0.0001 per share		GMFI		N/A
Warrants		GMFIW		N/A

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 7, 2025, the Company held a special meeting (the “Extension Meeting”) to:

	1)	amend the Company’s certificate of incorporation (the “Charter Amendment Proposal”) to extend the date by which the Company has to consummate an initial business combination to fifty-one (51) months from the effectiveness date of the Company’s Form S-1 by the SEC, which was December 29, 2021, by depositing into the Trust Account (defined below) $10,000 for each one-month extension;
	2)	amend the Company’s investment management trust agreement, dated as of December 29, 2021, as subsequently amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Extended Termination Date to fifty-one (51) months from the effectiveness date of the Company’s Form S-1 by the SEC, which was December 29, 2021, until March 29, 2026, (the “Trust Amendments Proposal”).

The proposal to adjourn the Extension Meeting to a later date (the “Adjournment Proposal”) was not presented because there were sufficient votes to approve each of the foregoing proposals.

As previously reported, on June 13, 2025, the Company issued a press release postponing the Meeting from 8:30 a.m. Eastern Time on June 13, 2025 to 8:30 a.m. Eastern Time on June 27, 2025, and on June 26, 2025, to allow time for additional votes on the proposals, the Company postponed the Meeting to July 7, 2025.

There were 1,702,285 Public Shares outstanding and there were 5,105,784 shares of Class A common stock (of which 2,874,999 are non-redeemable shares of Class A common stock that were converted from Founder Shares and 528,500 are shares underlying the Private Placement Units) and one share of Class B common stock for a total of 5,105,785 shares of Common Stock outstanding on the record date for the Extension Meeting, May 9, 2025. At the Extension Meeting, there were 3,384,144 shares of Common Stock present in person or by proxy, representing approximately 66.28% of the total shares of Common Stock outstanding as of the record date, which constituted a quorum.

The final voting results for the Charter Amendment Proposal were as follows:

For		Against		Abstain
3,384,139 (66.28% of outstanding)		5		0

The final voting results for the Trust Amendments Proposal were as follows:

For		Against		Abstain
3,384,139 (66.28% of outstanding)		5		0

Shareholders holding 1,693,044 public shares of the Company’s shares of Class A Common Stock validly exercised and did not, as of the date of this Form 8-K, revoke their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, assuming no redemption elections are reversed following the date of this 8-K and prior to the payment of funds from the Trust Account to such redeeming holders, approximately $20.333 million (expected to be approximately $12.01 per share) may be removed from the Trust Account to pay such holders. While the Company remains in active discussions with certain major stockholders with respect to reversing their redemption elections prior to making the redemption payments, but there can be no assurances that any agreement to this effect will be reached with such major stockholders prior to the payment of funds from the Trust Account to such holders and the irrevocable redemption of their Class A Common Stock.

The Charter Amendment, effective as of July 7, 2025, is attached as Exhibit 3.1 hereto and is incorporated by reference. The Company filed the Charter Amendment with the State of Delaware on July 10, 2025.

Amendment No. 3 to the Trust Agreement, effective as of July 7, 2025, is attached as Exhibit 3.2 hereto and is incorporated by reference.

Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Third Amendment to the Amended And Restated Certificate of Incorporation of Aetherium Acquisition Corp.
10.1		Amendment No. 4 to the Trust Agreement, effective as of July 7, 2025 between Aetherium Acquisition Corp and Continental Stock Transfer and Trust Company
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: July 11, 2025
	AETHERIUM ACQUISITION CORP.
	By:	/s/ Jonathan Chan
	Name:	Jonathan Chan
	Title:	Chief Executive Officer and Chairman

FAQ

What is the CUSIP and ISIN for Citigroup's autocallable securities?

The securities are identified by CUSIP 17333LKM6 and ISIN US17333LKM62.

How high can the premium on Citigroup (C) autocallable notes reach?

Premiums start at 25% (July 2026) and escalate to 150% if redeemed at the July 16 2031 valuation date or held to maturity.

What happens if the underlying index falls below 60% of its initial value at maturity?

Investors lose 1% of principal for every 1% decline below the initial value, potentially down to zero.

Is there any secondary market for these Citigroup structured notes?

The notes will not be listed; CGMI may provide discretionary bids but can suspend market-making without notice.

Why is the estimated value ($852.50) lower than the $1,000 issue price?

The difference reflects selling concessions, hedging costs and CGMI’s expected profit, all embedded in the structure.

Do the securities pay periodic interest?

No. The product offers no coupons; returns are solely via premium payments upon autocall or at maturity.