AirAsia founder Tony Fernandes, who would be chief executive of the new company, said in an interview he expects Capital A International to start trading by June or July.
Merging with a special purpose acquisition company, or SPAC, allows a company to go public without going through an initial share sale. It would be his third listed company and first outside of Malaysia.
The companies first announced the potential merger in November.
The blank-check company, Aetherium Acquisition Corp, is under pressure to delist as it failed to meet the minimum market value requirement as well as to submit financial reports on time.
The company, which raised US$115 million in December 2021, is appealing the delisting ruling.
The deal is subject to shareholder and regulatory approvals.
Fernandes said a Nasdaq listing of the unit would help Capital A exit the Malaysian exchange’s Practice Note 17 classification, which signals financial distress.
Last year, Capital A said it expected to record a one-time gain by separating from its unit. It also expects to profit from Capital A International as an equity holder in the merger.
Fernandes’s plans come as the SPAC market has largely gone cold in the US from its Covid-era heights, with losses of at least US$46 billion from firms that merged with SPACs and then went bankrupt.
The US’s De-SPAC index, which tracks 25 of the biggest companies to publicly list via SPACs, has dropped 85% since April 2020.
Ride-hailing giant Grab Holdings Ltd, another Southeast Asian firm that went public in the US through a SPAC merger, has seen its shares plunge 64% since its listing in December 2021.
Despite a US$40 billion SPAC merger, its current market capitalisation stands at only US$12.3 billion.
Capital A International, the brand management unit, owns and licenses the AirAsia brand and holds the rights for 15 other brands, the parent company said in a statement filed with the exchange.
Capital A International derives its revenue from royalty fees and seeks to grow brands under its purview while looking to acquire other Southeast Asian companies, according to the statement.
The company estimated that the Southeast Asian licensing market is worth US$5 billion.
The SPAC merger is “a quicker way for us to get to the capital market in America”, said Fernandes, adding that he believes Capital A International will do well because it has “a real business, has cash flow, is profitable, and has a plan”.
Fernandes, 59, has two listed companies in Malaysia – Capital A, where he is also CEO, and its sister company, AirAsia X Bhd, in which he has an advisory role.
Fernandes is also trying to merge the aviation business of Capital A and AirAsia X to create a consolidated airline group in Malaysia’s public markets.
He said Capital A will eventually be split into at least two non-aviation brands under the group and seek their own listings, resulting in five AirAsia-related listed brands.