Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on November 14, 2024, Mariana Kou and Charles Abelmann each resigned as independent directors of the Board of Directors (the "Board") of Aetherium Acquisition Corp. (the "Company"). Ms. Kou and Mr. Abelmann's resignations were for personal reasons and did not result from any disagreement with the Company on any matter relating to its operations, policies, or practices, including with respect to accounting principles or practices, financial statement disclosure, or internal controls.

On July 21, 2025, three new independent directors were appointed by the Board and the Company's audit committee. The Board has determined that each of the new independent directors meet the heightened independence standards for service on the audit committee set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. No family relationships exist between any of the new independent directors and the Company's directors or executive officers. There is no arrangement or understanding between any of the new independent directors and any other persons pursuant to which they were selected as directors.

On July 23, 2025, the Company entered into an indemnity agreement (the "Indemnity Agreement") with each of the new independent directors, pursuant to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company's Amended and Restated Certificate of Incorporation, against liabilities that may arise by reason of his respective service on the Board, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously executed with its other directors and officers. On July 23, 2025, each of the new independent directors joined the letter agreement, dated December 29, 2021, by and among the Company, the Company's sponsor, Aetherium Capital Holdings LLC (the "Sponsor"), and its directors and officers (the "Letter Agreement") by entering into a joinder to the Letter Agreement. On July 23, 2025, the Company and each of the new independent directors entered into a joinder to the registration rights agreement, dated December 29, 2021, entered into by and between the Company and each of its other directors and the other parties thereto in connection with the Company's public offering (the "Registration Rights Agreement").

The foregoing descriptions of the Indemnity Agreement, the Letter Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entireties by reference to the form of indemnity agreement, the Letter Agreement and the Registration Rights Agreement, copies of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference. Other than as disclosed above, there are no related party transactions involving any of the new independent directors that are reportable under Item 404(a) of Regulation S-K.

In connection with his appointment as a director of the Company, each of the new independent directors will in due course receive 30,000 founder shares from the Sponsor, while our continuing independent director Lim How Teck will in due course receive an additional 20,000 founder shares from the Sponsor.

The three new independent directors are:

Jeffrey Chi, Ph.D. is a veteran in the venture capital industry and a strong advocate for the promotion of venture capital, entrepreneurship & socially responsible investing. Dr. Chi has served as the Chairman of the board of directors of Vickers Vantage Corp. I and its Chief Executive Officer from February 2020 to November 2022. The SPAC was successfully consummated and Dr. Chi currently serves as an independent director of Aardvark Therapeutics (AARD). Dr. Chi co-founded Vickers Ventures Partners in 2005, and serves as its Vice Chairman and a member of its board of directors and Investment Committee. From 2013 to April 2017, Dr. Chi also served as the Chairman of the Singapore Venture Capital and Private Equity Association. From 2001 to 2005, Dr. Chi initially served as a Senior Consultant with the Monitor Group and later served as Executive Director with Pegasus Capital. Dr. Chi also sits on an advisory panel of the Monetary Authority of Singapore and previously sat on the board of SEEDS Capital (the investment arm of Enterprise Singapore) as well as on the advisory panels ETLP (the commercialization arm of A*Star) and the National University of Singapore Department of Industrial Systems Engineering and Management. Based out of Shanghai, Dr. Chi heads Vickers Venture's investments in Asia and has investments in artificial intelligence, education, healthcare/wellness and financial services (including fintech) technology companies. Prior to managing venture capital funds, Dr. Chi managed advisory engagements for a wide range of clients in both the public and private sectors. Dr. Chi's operational background includes working on the management team of an engineering and construction group where he oversaw operations in Singapore, Malaysia, Taiwan and Indonesia. Dr. Chi also serves as a member of the board of directors of Vivance Pte Ltd (a renal care company), Jing-jin Electric Technologies Co., Ltd. (SH: 668280) and MatchMove Pay Pte. Ltd.