~~UNITED~~United ~~STATES~~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~~May ~~of Report (Date of earliest event reported): October 23~~29, ~~2024~~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	~~The Nasdaq Stock Market LLC~~N/A
Class A Common Stock, par value $0.0001 per share	GMFI	~~The Nasdaq Stock Market LLC~~N/A
Warrants	GMFIW	~~The Nasdaq Stock Market LLC~~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 18.0201. ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

AsOn ~~previously~~May ~~reported~~29, ~~on a Current Report on Form 8-K~~2025, ~~filed with~~ the ~~Securities~~Company ~~and~~issued ~~Exchange~~a ~~Commission~~press ~~on March 7~~release, ~~2024,~~a ~~Aetherium~~copy ~~Acquisition Corp.,~~of awhich ~~Delaware~~is ~~corporation~~attached ~~(“Aetherium”),~~as ~~entered~~Exhibit ~~into~~99.1 ato ~~business~~this ~~combination~~Current ~~agreement~~Report on ~~February~~Form 288-K, ~~2024 (~~announcing the ~~“Business Combination~~postponement ~~Agreement”)~~of ~~with~~its ~~Capital~~Special AMeeting ~~Berhad, a Malaysian company~~ (the “~~Parent~~Meeting”), ~~Capital~~from A8:30 ~~International,~~ a.m. ~~Cayman~~Eastern ~~Islands exempted~~Time ~~company~~on ~~and~~May ~~a wholly-owned subsidiary of Parent (“PubCo”)~~30, ~~Aether~~2025 ~~Merger~~to ~~Sub~~8:30 ~~Inc~~a.,m. ~~a Delaware corporation and a~~Eastern ~~wholly-owned~~Time ~~subsidiary~~on ofJune ~~PubCo~~13, ~~(“Merger~~2025 ~~Sub”)~~ and ~~Brand~~the AAredemption ~~Sdn~~right ~~Bhd,~~deadline ato ~~Malaysian~~5:00 ~~company and a wholly-owned subsidiary of Parent~~p.m. ~~Unless~~Eastern ~~otherwise~~Time ~~defined~~on ~~herein~~June 11, ~~capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement~~2025.

On ~~October~~May 23, ~~2024~~2025, ~~Aetherium received written notice from Capital A Berhad that Parent had unilaterally terminated~~ the ~~Business~~Company ~~Combination Agreement~~filed ~~pursuant to Section 9.1(h) thereof because Aetherium received~~ a ~~Delisting~~definitive ~~Determination~~proxy statement (astogether ~~defined~~with in the ~~Business~~additional ~~Combination Agreement).~~proxy ~~Aetherium~~statement ~~previously~~supplements ~~received a written determination by Nasdaq to delist Aetherium’s securities for failure to meet a continued listing standard. Aetherium’s management~~ and ~~board were not made aware of Capital A Berhad’s intent and decision to terminate the Business Combination agreement. Prior to its announcement~~annexes, ~~Capital A’s management understood that~~ the ~~underlying~~ ~~basis~~“Proxy ~~for~~Statement”) ~~Aetherium~~with ~~remaining non-compliant on a single listing rule resulted from Capital A’s delays in timely completing Form F-4 to~~ the ~~SEC.~~Securities ~~In addition, Capital A fully supported Aetherium through its Nasdaq extension requests~~ and ~~completed~~Exchange ~~its~~Commission ~~Form F-4 several months ago. Since then, Aetherium has been waiting for Capital A to submit Form F-4 to~~ (the ~~SEC to complete the business combination. Aetherium’s board considers this unilateral termination of the BCA while simultaneously submitting a Regularization Plan (~~“~~RegPlan~~SEC”) to ~~Bursa Malaysia that now excludes this business combination merger as not acting~~ in ~~good~~connection faith as the original RegPlan included this proposed merger. Aetherium regularly received reassurances that Capital A would seek to move forward in completing this business combination. Aetherium intends to engage with ~~Capital~~its ~~A’s management to understand further if Bursa Malaysia was preventing this transaction~~solicitation asof anproxies ~~application~~ for ~~a listing on Nasdaq is a separate process, and no approvals are required until~~ the ~~SEC process is complete~~Meeting.

AsOther athan ~~result~~as ofindicated ~~the~~herein, ~~termination~~no ofother ~~the~~changes ~~Business~~have ~~Combination~~been ~~Agreement,~~made to the ~~Business~~Proxy ~~Combination~~Statement ~~Agreement~~or ~~will~~the beproxy ofcard noas ~~further~~originally ~~force~~filed and ~~effect~~ ~~(other~~mailed. ~~than~~Investors and ~~certain~~shareholders ~~customary~~are ~~limited~~also ~~provisions~~able ~~that~~to ~~survive~~obtain, ~~termination~~for ~~pursuant~~free, tocopies ~~the terms~~ of ~~the~~documents ~~Business~~filed ~~Combination Agreement). The Sponsor Support Agreement that was entered into in connection~~ with the ~~Business~~SEC ~~Combination~~at ~~Agreement~~the ~~will~~SEC’s ~~also~~website ~~automatically~~at ~~terminate in accordance with their respective terms~~http://www.sec.gov.

~~Item~~If 8you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal.01 ~~Other~~In ~~Events~~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.

OnIf ~~October~~you ~~28,~~have ~~2024,~~already ~~Aetherium~~submitted ~~issued~~ a ~~press~~proxy ~~release~~and ~~announcing~~do ~~the~~not ~~termination~~wish ofto ~~the~~change ~~Business~~your ~~Combination~~vote, ~~Agreement~~you need not take any further action. AIf ~~copy~~you ofhave ~~the~~submitted ~~press~~a ~~release~~proxy and wish to change your vote, you may revoke your proxy at any time before it is ~~attached~~exercised at the Meeting as ~~Exhibit~~provided 99in the Proxy Statement.1 ~~and~~Please ~~incorporated~~note, however, that if your shares are held in street name by ~~reference~~a ~~herein~~broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.

~~Item~~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.01 ~~Financial~~We ~~Statements~~have retained ~~and~~Advantage ~~Exhibits~~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 [email protected].

~~(d)~~Participants ~~Exhibits.~~in the Solicitation

Exhibit No.		Description of Exhibits
99.1		Press Release dated October 28th, 2024.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

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.

~~SIGNATURE~~Additional Information and Where to Find It

~~Pursuant~~On toMay 23, 2025, the ~~requirements~~Company offiled a definitive proxy statement with the ~~Securities~~SEC ~~Exchange~~in ~~Act~~connection with its solicitation of ~~1934,~~proxies for the ~~registrant~~Meeting. BEFORE ~~has~~MAKING ~~duly~~ANY ~~caused~~VOTING ~~this~~DECISION, ~~report~~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 ~~signed~~filed onwith ~~its~~the ~~behalf~~SEC bythrough the ~~undersigned~~web ~~hereunto~~site ~~duly~~maintained ~~authorized~~by the SEC at www.sec.gov.

Dated: 28th October, 2024
	AETHERIUM ACQUISITION CORP.
	By:	/s/ Jonathan Chan
	Name:	Jonathan Chan
	Title:	Chief Executive Officer and Chairman

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated May 29, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

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: May 29, 2025

	AETHERIUM ACQUISITION CORP.

	By:	/s/ Jonathan Chan
	Name:	Jonathan Chan
	Title:	Chief Executive Officer and Chairman

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