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Filing Details

Accession Number:: 0001140361-23-007022
Form Type:: 13G Filing
Publication Date:: 2023-02-13 19:00:00

Filed By:: Oaktree Capital Group, Llc
Company:: Aetherium Acquisition Corp
Filing Date:: 2023-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
OCM Value SPAC Holdings	100,000	7	100,000	9	100,000	0.8%
OCM Value SPAC Holdings II	100,000	7	100,000	9	100,000	0.8%
Oaktree Fund GP	200,000	7	200,000	9	200,000	1.7%
Oaktree Fund GP I	200,000	7	200,000	9	200,000	1.7%
Oaktree Capital I	200,000	7	200,000	9	200,000	1.7%
OCM Holdings I	200,000	7	200,000	9	200,000	1.7%
Oaktree Holdings	200,000	7	200,000	9	200,000	1.7%
Oaktree Capital Group	200,000	7	200,000	9	200,000	1.7%
Oaktree Capital Group Holdings GP	200,000	7	200,000	9	200,000	1.7%
Brookfield Corporation	200,000	7	200,000	9	200,000	1.7%
BAM Partners Trust	200,000	7	200,000	9	200,000	1.7%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Aetherium Acquisition Corp.

(Name of Issuer)

Class A common stock, $0.0001 par value

(Title of Class of Securities)

00809J101

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 2 of 19

1	NAMES OF REPORTING PERSONS
	OCM Value SPAC Holdings, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			100,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			100,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%(2)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Represents 100,000 shares of Class A common stock, $0.0001 par value of Aetherium Acquisition Corp. (the “Issuer”) held directly by OCM Value SPAC Holdings, L.P.

(2)	All calculations of percentage ownership herein are based on an aggregate of 12,028,500 shares of Class A common stock, $0.0001 par value of the Issuer outstanding as of November 14, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 15, 2022.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 3 of 19

1	NAMES OF REPORTING PERSONS
	OCM Value SPAC Holdings II, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			100,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			100,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Represents 100,000 shares of Class A common stock, $0.0001 par value of the Issuer held directly by OCM Value SPAC Holdings II, L.P.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 4 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of OCM Value SPAC Holdings, L.P. and OCM Value SPAC Holdings II, L.P.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 5 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 6 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Capital I, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 7 of 19

1	NAMES OF REPORTING PERSONS
	OCM Holdings I, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 8 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 9 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 10 of 19

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 11 of 19

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 12 of 19

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			200,000(1)

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			200,000(1)

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	200,000(1)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the sole owner of the Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 13 of 19

Item 1(a).

Name of Issuer:

Aetherium Acquisition Corp.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

79B Pemberwick Rd., Greenwich, CT 06831

Item 2(a)-(c).

Name of Person Filing; Address of Principal Business Office; and Citizenship

This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

i)	OCM Value SPAC Holdings, L.P., a Delaware limited partnership (“OCM Value SPAC”), in its capacity as the direct owner of 100,000 shares of Class A common stock, $0.0001 par value of the Issuer;

ii)	OCM Value SPAC Holdings II, L.P., a Delaware limited partnership (“OCM Value SPAC II”), in its capacity as the direct owner of 100,000 shares of Class A common stock, $0.0001 par value of the Issuer;

iii)	Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM Value SPAC and OCM Value SPAC II;

iv)	Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;

v)	Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

vi)	OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

vii)	Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as the managing member of Holdings I;

viii)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;

ix)	Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of OCG;

x)	Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of OCG, in its capacity as such; and

xi)	BAM Partners Trust, a trust established under the laws of Ontario (the “BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.

The address of the principal business office of Brookfield and of the BAM Partnership is Brookfield Place, Suite 300, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3. The address of the principal business office of other Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Item 2(d).

Title of Class of Securities:

Class A common stock, $0.0001 par value

Item 2(e).

CUSIP Number:

00809J101

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 14 of 19

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G/A are incorporated herein by reference.

OCM Value SPAC directly holds 100,000 shares of Class A common stock, $0.0001 par value of the Issuer, constituting approximately 0.83% of the total outstanding shares and has the sole power to vote and dispose of such shares.

OCM Value SPAC II directly holds 100,000 shares of Class A common stock, $0.0001 par value of the Issuer, constituting approximately 0.83% of the total outstanding shares and has the sole power to vote and dispose of such shares.

Fund GP, in its capacity as the general partner of each of OCM Value SPAC and OCM Value SPAC II, has the ability to direct the management of each of OCM Value SPAC’s and OCM Value SPAC II’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, Fund GP may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, GP I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, OCG may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

OCGH GP, in its capacity as the managing member of OCG, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares held by each of OCM Value SPAC and OCM Value SPAC II.

Brookfield, in its capacity as the indirect owner of the class A units of OCG, has the ability to appoint and remove certain directors of OCG, and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore Brookfield may be deemed to have indirect beneficial ownership of the Common Stock held by each of OCM Value SPAC and OCM Value SPAC II.

BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by each of OCM Value SPAC and OCM Value SPAC II; therefore BAM Partnership may be deemed to have indirect beneficial ownership of the Common Stock held by each of OCM Value SPAC and OCM Value SPAC II.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 15 of 19

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All calculations of percentage ownership herein are based on an aggregate of 12,028,500 shares of Class A common stock, $0.0001 par value of the Issuer outstanding as of November 14, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 15, 2022.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 16 of 19

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023

	OCM VALUE SPAC HOLDINGS, L.P.
	By:	Oaktree Fund GP I, L.P.
	Its:	General Partner
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory
	OCM VALUE SPAC HOLDINGS II, L.P.
	By:	Oaktree Fund GP I, L.P.
	Its:	General Partner
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory
	OAKTREE FUND GP, LLC
	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory
	OAKTREE FUND GP I, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory
	OAKTREE CAPITAL I, L.P.
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 17 of 19

	OCM HOLDINGS I, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President
	OAKTREE HOLDINGS, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President
	BROOKFIELD CORPORATION
	By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Senior Vice President Legal & Regulatory

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 18 of 19

	BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

SCHEDULE 13G/A
CUSIP No. 00809J101	Page 19 of 19

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.