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
June
26, 2025
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(s) |
|
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
8.01. Other Events.
On
June 26, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
the postponement of its Special Meeting (the “Meeting”) from 8:30 a.m. Eastern Time on June 27, 2025 to 8:30 a.m. Eastern
Time on July 7, 2025 and the redemption right deadline to 5:00 p.m. Eastern Time on July 2, 2025.
On
May 23, 2025, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”), on
June 3, 2025 the Company filed a revised definitive proxy statement with the SEC and on June 13, 2025 and 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 (together with
the additional proxy statement supplements and annexes, the “Proxy Statement”) each in connection with its solicitation of
proxies for the Meeting.
Other
than as indicated herein, no other changes have been made to the Proxy Statement or the proxy card as originally filed and mailed. Investors
and shareholders are also able to obtain, for free, copies of documents filed with the SEC at the SEC’s website at http://www.sec.gov.
If
you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition,
stockholders who have already submitted a redemption request with respect to the shares held by them may withdraw such request by contacting
our Transfer Agent. If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer
to the Proxy Statement for additional information on how to do so.
If
you have already submitted a proxy and do not wish to change your vote, you need not take any further action. If you have submitted a
proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised at the Meeting as provided in the Proxy
Statement. Please note, however, that if your shares are held in street name by a broker or other nominee and you wish to revoke a proxy,
you must contact the broker or nominee to revoke any prior voting instructions.
All
of the Company’s shareholders of record as of the close of business on May 9, 2025 are entitled to vote at the Meeting. We have
retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If shareholders have questions
about how to vote or direct a vote in respect of their shares, shareholders may contact Advantage Proxy at (877) 870-8565 (toll free)
or by email at ksmith@advantageproxy.com.
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 shareholders of the Company in connection with the Meeting. Investors and shareholders 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 above.
Additional
Information and Where to Find It
On
May 23, 2025, the Company filed a definitive proxy statement and on June 3, 2025, the Company filed a revised definitive proxy statement
with the SEC in connection with its solicitation of proxies for the Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS
OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS
THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and shareholders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto)
and other documents filed or that will be filed with the SEC through the web site maintained by the SEC at www.sec.gov.
Item
9.01. Financial Statements and 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:
June 26, 2025
| |
AETHERIUM
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Jonathan Chan |
| |
Name: |
Jonathan
Chan |
| |
Title: |
Chief
Executive Officer and Chairman |
