NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
Aetherium
Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on April 15, 2021. The Company
was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). While the Company may pursue an initial business combination
target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the education, training
and education technology (“EdTech”) industries, specifically in Asia (excluding China). The Company’s amended and restated
certificate of incorporate will provide that the Company shall not undertake an initial business combination with any entity with its
principal business operations in China (including Hong Kong and Macau).
As
of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through
December 31, 2021 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate
any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company
has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early stage and emerging growth companies.
The
Company’s sponsor is Aetherium Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration
statement for the Company’s Initial Public Offering was declared effective on December 29, 2021. On January 3, 2022, the Company
consummated its Initial Public Offering of units (the “Units” and, with respect to the shares of Class A common
stock included in the Units being offered, the “Public Shares”), at $ per Unit, generating gross proceeds of $
(the “Initial Public Offering”), and incurring offering costs of $, of which $ was for deferred underwriting
commissions (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional Units at the
Initial Public Offering price to cover over-allotments, if any. On January 3, 2022, the over-allotment option was exercised in full.
Simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of units
(the “Placement Units”) to the Sponsor at a price of $ per Placement Unit, generating total gross proceeds of $
(the “Private Placement”). (see Note 4).
Following
the closing of the Initial Public Offering on January 3, 2022, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a trust
account (the “Trust Account”), located in the United States and held as cash items or may be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution
of the funds in the Trust Account to the Company’s stockholders, as described below.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.
If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption
rights with respect to 15% or more of the Public Shares without the Company’s prior written consent..
The
public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If
a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules
of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Sponsor has agreed (a) to vote its shares of Class B common stock, the shares of Class A common stock included in the Placement Units
(the “Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to
the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides
dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to
redeem any shares (including the Class B common stock) and Placement Units (including underlying securities) into the right to receive
cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender
offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote
to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business
Combination activities and (d) that the Class B common stock and Placement Units (including underlying securities) shall not participate
in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled
to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering
if the Company fails to complete its Business Combination.
The
Company will have until 15 months from the closing of the Initial Public Offering (See Note 3) to consummate a Business Combination (the
“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of
clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Accordingly, it is the Company’s intention to redeem the Public Shares as soon as reasonably possible
following the 15th month and, therefore, the Company does not intend to comply with those procedures. As such, the Company’s stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of the Company’s
stockholders may extend well beyond the third anniversary of such date.
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor (other than the independent registered
public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not
the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s
independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute
agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity
and Capital Resources
As
of December 31, 2021, the Company had $25,000 of cash in its operating bank account.
The
Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000
from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined
in Note 4), and loan from the Sponsor of $ under the Note (as defined in Note 4). Following the IPO of the Company on January
3, 2022, a total of $ under the promissory note was repaid on January 6, 2022. Subsequent to the consummation of the Initial Public
Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are
not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2021, there were no amounts outstanding
under any Working Capital Loan.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs
through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will
be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial
Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had no cash equivalents as of December 31, 2021.
Deferred
offering costs
Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly
related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering.
Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged
to operations.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its
position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
provision for income taxes was deemed to be de minimis for the period from April 15, 2021 (inception) to December 31, 2021.
Net
loss per share
The
Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is
computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject
to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of Class B Common Stock that are
subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 6). At December 31, 2021, the Company
did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then
share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. On December 31, 2021, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Recent
Accounting Standards
The
Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently
adopted, would have a material effect on the accompanying financial statement.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
3. INITIAL PUBLIC OFFERING
On
January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 Units (including the issuance of 1,500,000 Units as
a result of the underwriter’s full exercise of its over-allotment option), at $10.00 per Unit, generating gross proceeds of $115,000,000.
Each
Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles
the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 6).
As
of January 3, 2022, the Company incurred offering costs of approximately $6,755,007, of which $4,025,000 was for deferred underwriting
commissions.
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of Placement Units at a price of $ per
Placement Unit ($ in the aggregate).
The
proceeds from the sale of the Placement Units were added to the net proceeds from the Offering held in the Trust Account. The Placement
Units are identical to the Units sold in the Initial Public Offering, except for the placement warrants (“Placement Warrants”).
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will
expire worthless.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
May 11, 2021, the Sponsor purchased founder shares for an aggregate purchase price of $, or approximately $ per
share. In June 2021, the Sponsor transferred 20,000 shares each to the Company’s Chief Executive Officer and David Kopp, 15,000
shares to the Company’s Chief Financial Officer and 10,000 shares to each of the Company’s independent director nominees.
In July 2021, the Sponsor also transferred 431,250 shares to ARC Group Limited. In November 2021, ARC Group Limited transferred 140,400
shares to Max Mark Capital Limited, 140,400 shares to Jonathan Chan, and 10,000 shares to Mei Eng Goy. ARC Group Limited purchased its
net 140,450 shares in consideration of services provided by such party as financial advisor to the Company in connection with the Initial
Public Offering. Each of the transfers above were completed at the same per share purchase price as the Sponsor paid for the founder
shares, or $. The number of founder shares issued was determined based on the expectation that such founder shares would represent
20% of the outstanding shares upon completion of this offering (excluding the placement units and underlying securities). The per share
purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number
of founder shares issued. As of December 31, 2021, the Sponsor owned 2,358,750 shares of Class B common stock. As the underwriters’
over-allotment option has been exercised in full, of such shares held by the Sponsor will not be subject to forfeiture.
The
initial stockholders have agreed not to transfer, assign or sell any of the shares of Class B common stock (except to certain permitted
transferees) until the earlier to occur of: (A) one year after the completion of the Company’s initial business combination and
(B) subsequent to the Company’s initial business combination, (x) if the reported last sale price of the Class A common stock equals
or exceeds $ per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities
or other property.
Promissory
Note – Related Party
On
May 10, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate
principal amount of $, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing
and payable on the earlier of the consummation of the Initial Public Offering or the date on which the Company determines not to proceed
with the Initial Public Offering. These amounts will be repaid shortly after completion of the Initial Public Offering out of the $660,000
of offering proceeds that has been allocated for the payment of offering expenses. As of December 31, 2021, the Company had borrowed
$122,352 under the promissory note with the Sponsor. Following the IPO of the Company on January 3, 2022, a total of $ under the
promissory note was repaid on January 6, 2022.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination,
without interest, or, at the lender’s discretion, up to $ of notes may be converted upon consummation of a Business Combination
into additional Placement Units at a price of $ per Unit. In the event that a Business Combination does not close, the Company may
use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account
would be used to repay the Working Capital Loans. As of December 31, 2021, there was no amount outstanding under any Working Capital
Loan.
Administrative
Services Arrangement
The
Company’s financial advisor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ
through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company
certain general and administrative services, including office space, utilities and administrative services, as the Company may require
from time to time. The Company has agreed to pay the financial advisor $10,000 per month for these services.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in
payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior
to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to
three demands that the Company register such securities at any time after the Company consummates a Business Combination. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The
underwriters purchased the 1,500,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions.
The
underwriters were entitled to a cash underwriting discount of: (i) two percent (2.00%) of the gross proceeds of the Initial Public Offering,
or $2,300,000 as the underwriters’ over-allotment is exercised in full. In addition, the underwriters are entitled to a deferred
fee of three and one half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $4,025,000 upon closing of the Business
Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account,
subject to the terms of the underwriting agreement.
On
December 29, the underwriter gave the Company a rebatement of $500,000. So the cash underwriting fee for the Initial Public Offering
was $1,800,000.
NOTE
7. STOCKHOLDERS’ EQUITY
Class
A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. On December 31, 2021, there were
no Class A common stock issued or outstanding.
Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On May 11, 2021, the Sponsor
purchased founder shares for an aggregate purchase price of $, or approximately $ per share. In June 2021, the Sponsor
transferred 20,000 shares each to the Company’s Chief Executive Officer and David Kopp, 15,000 shares to the Company’s Chief
Financial Officer and 10,000 shares to each of the Company’s independent director nominees. In July 2021, the Sponsor also transferred
431,250 shares to ARC Group Limited. In November 2021, ARC Group Limited transferred 140,400 shares to Max Mark Capital Limited, 140,400
shares to Jonathan Chan, and 10,000 shares to Mei Eng Goy. Each of these transfers was completed at the same per share purchase price
as the Sponsor paid for the founder shares, or $ per share. As of December 31, 2021, the Sponsor owned 2,358,750 shares of Class
B common stock. Up to 375,000 of such shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to
which the underwriters’ over-allotment option is exercised. On January 3, 2022, as the underwriters’ over-allotment option
has been exercised in full, of such shares held by the Sponsor will not be subject to forfeiture. Shares of Class B common stock
will automatically convert into shares of Class A common stock at the time of the Company’s initial business combination on a one-for-one
basis.
Preferred
Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such
designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31,
2021, there were no preferred shares issued or outstanding.
NOTE
8. SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred through the date the audited financial statements were available to issue.
On
January 3, 2022, Aetherium Acquisition Corp. (the “Company”) completed its initial public offering (the “Offering”)
of units (“Units”), including the issuance of Units as a result of the underwriter’s full exercise
of its over-allotment option. , subject to adjustment, pursuant to the Company’s registration
statement on Form S-1 (File No. 333-258072). The Units were sold at an offering price of $ per Unit, generating gross proceeds of
$.
Simultaneously
with the consummation of the Offering, the Company completed a private placement of an aggregate of 528,500 units (the “Placement
Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $ (the “Private Placement”).
The Placement Units are identical to the Units sold in the Offering. The holders have agreed not to transfer, assign or sell any of the
Placement Units or underlying securities (except in limited circumstances, as described in the prospectus) until 30 days after completion
of the Company’s initial business combination. The holders were also granted certain demand and piggyback registration rights in
connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, as the transactions did not involve a public offering.
A
total of $116,725,000 of the net proceeds from the Offering and the Private Placement was deposited in a trust account established for
the benefit of the Company’s public stockholders.
Following
the IPO of the Company on January 3, 2022, a total of $122,352 under the promissory note was repaid on January 6, 2022.