BUSINESS COMBINATION AGREEMENT by and among AETHERIUM ACQUISITION CORP, as Purchaser, CAPITAL A BERHAD, as Parent CAPITAL A INTERNATIONAL, as Pubco, AETHER MERGER SUB INC., as Merger Sub, and BRAND AA SDN BHD, as the Company Dated as of February 28, 2024Business Combination Agreement • March 7th, 2024 • Aetherium Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 28, 2024 by and among (i) Aetherium Acquisition Corp, a Delaware corporation (together with its successors, “Purchaser”), (ii) Capital A Berhad, a Malaysian company (“Parent”), (iii) Capital A International, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Pubco”); (iv) Aether Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Pubco (“Merger Sub”), and (v) Brand AA Sdn Bhd, a Malaysian company and a wholly-owned Subsidiary of Parent (the “Company”). Purchaser, Parent, Pubco, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 7th, 2024 • Aetherium Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024, by and among Aetherium Capital Holdings LLC, a Delaware limited liability company (“Sponsor”), Aetherium Acquisition Corp., a Delaware corporation (“Purchaser”), Capital A Berhad, a Malaysian company (“Parent”), and Capital A International, a Cayman Islands exempted company (“Pubco”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as further defined below).
