De-SPAC Transaction Execution

The de-SPAC process is the pivotal phase in which an acquisition target merges with the SPAC and becomes a publicly traded company on NASDAQ. Aetherium provides end-to-end transaction management, ensuring regulatory compliance, shareholder alignment, and a smooth transition to public company status.

Transaction Management

• Definitive Agreement Negotiation: Structuring and negotiating merger agreements, including representations, warranties, covenants, and closing conditions.
• PIPE Financing: Arranging private investment in public equity to supplement trust proceeds and meet minimum cash conditions.
• Proxy Statement Preparation: Drafting and filing the definitive proxy statement with the SEC, including target company financials, pro forma statements, and risk disclosures.
• Shareholder Communication: Managing the proxy solicitation process and investor outreach to secure shareholder approval for the business combination.

Regulatory Compliance

SEC Review Process Responding to SEC comments on proxy filings, coordinating with legal counsel and auditors to resolve disclosure issues efficiently.

NASDAQ Continued Listing Ensuring the combined entity meets all NASDAQ listing requirements, including minimum equity, share distribution, and independent board composition.

Cross-Border Considerations Navigating foreign investment regulations, tax treaty implications, and regulatory approvals required for Southeast Asian target companies.

Closing Mechanics

Trust Redemption Management Administering shareholder redemption elections and coordinating trust disbursement with the independent trustee.

Share Conversion and Listing Managing the conversion of SPAC shares to combined entity shares and facilitating the new ticker symbol listing on NASDAQ.

Post-Closing Integration Supporting the transition to public company operations, including establishment of audit committees, internal controls, and ongoing disclosure obligations.