Capital A, owner and licensor of the AirAsia brand, will undertake a backdoor NASDAQ or New York Stock Exchange listing later this year after finalising a business combination agreement with a special purpose acquisition company called Aetherium Acquisition Corporation. The deal values Capital A, to be known as Capital A International, on the US bourse at USD1.15 billion.
Under the terms of the proposed transaction, which remains subject to Aetherium shareholder approval and other customary closing conditions, Capital A International will take a 51% stake in Aetherium and "become a publicly listed company on NASDAQ or the New York Stock Exchange". Capital A CEO Tony Fernandes has said he hopes the company will start trading by July.
Capital A told the Malaysian Stock Exchange last November that it had signed a letter of intent with Aetherium for a proposed business combination and US listing. It already trades on the Malaysian bourse, where it has been under Practice Note 17 (PN17), given to listed entities considered to be under financial stress. The NASDAQ listing and the easier access to US capital forms part of Capital A's regularisation plan that it must submit to Bursa Malaysia.
Last week, Fernandes told US media that the US listing would highlight the potential franchise and licensing opportunities available to a US audience still relatively unfamiliar with Capital A's brands. "It's my job to get investors excited about the growth potential of our brand," he told CNBC. "We picked America because Americans understand branding better than the markets in Southeast Asia."
Capital A, formerly known as AirAsia Group, describes itself as "an investment holding company with a portfolio of travel and lifestyle businesses," including AirAsia, an aviation services group, AirAsia MOVE Superapp, fintech BigPay, and logistics venture Teleport.
Last month, it confirmed it had entered into a non-binding acceptance letter for AirAsia X Berhad (AAX), doing business as AirAsia X (D7, Kuala Lumpur International), to buy 100% of AirAsia Bhd and AirAsia Aviation Group (AAAG). AirAsia Bhd operates the Malaysia-based AirAsia, while AAAG operates the AirAsia brands based outside Malaysia. Fernandes told outlets that the sale would allow Capital A to focus on non-aviation businesses. Fernandes will retain a significant financial interest in the AirAsia airline brands through his other investment vehicles that hold large stakes in AirAsia X.
In the statement concerning the US listing, Capital A said the listing offered the company the opportunity to extend the AirAsia brand beyond the travel sector by expanding into new industries, categories and geographies through in-house ventures or joint ventures, developing new brands, and creating character IP through partnerships and merchandising.
