NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
1 — Description of Organization and 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 June 30, 2022, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through June
30, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below) and searching for a target company.
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,” or “IPO”), 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 closing of the Initial Public 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.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (Continued)
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.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations (Continued)
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.
Going
Concern Consideration
The
Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s
assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company
is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the
requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial
doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the
outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs
of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s
amended and restated memorandum of association. The accompanying financial statement has been prepared in conformity with generally accepted
accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going
concern.
Note
2 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). Certain information and note disclosures normally included in the annual financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to those rules and regulations, although the Company believes
that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2022 and
for the three and six months ended June 30, 2022 and Inception to June 30, 2021, respectively, are unaudited. In the opinion of management,
the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair
statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2021, is derived from the audited
financial statements presented in the Company’s Annual Report on Form 10-K for the period from inception to December 31, 2021.
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.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (Continued)
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.
As of June 30, 2022, the Company had $55,510 of cash in its operating bank account.
Cash
and Marketable Securities Held in Trust Account
At
June 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds.
Offering
Costs Associated with the Initial Public Offering
Offering
costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related
to the Initial Public Offering executed on January 3, 2022 and that were charged to stockholders’ equity upon the completion of
the Initial Public Offering.
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 June 30, 2022 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 January 1, 2022 to June 30, 2022 and from April 15, 2021 (inception)
through June 30, 2021.
Net
Loss Per Share
Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for
the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with
the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since
the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Net
loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted
for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable
common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and
non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on
the Trust Account.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (Continued)
The
following table reflects the calculation of basic and diluted net income per common share:
Schedule of Basic and Diluted Net Income Per Common
Share
| | |
For The
Three Months
Ended
June 30, 2022 | | |
For The
Six Months
Ended
June 30, 2022 | | |
For The
Period
from
April 15, 2021
(inception)
through
June 30, 2021 | |
| Class A common stock | |
| | | |
| | | |
| | |
| Numerator: net loss allocable to Class A common stock | |
| (540,050 | ) | |
| (487,318 | ) | |
| - | |
| Denominator: weighted average number of Class A common stock | |
| 12,028,500 | | |
| 11,895,588 | | |
| - | |
| Basic and diluted net income per redeemable Class A common stock | |
$ | (0.04 | ) | |
$ | (0.04 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Class B common stock | |
| | | |
| | | |
| | |
| Numerator: net loss allocable to Class B common stock | |
| (89,141 | ) | |
| (146,527 | ) | |
| (445 | ) |
| Denominator: weighted average number of Class B common stock | |
| 2,875,000 | | |
| 2,875,000 | | |
| 2,875,000 | |
| Basic and diluted net loss per Class B common stock | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
| - | |
Class
A Common Stock Subject to Possible Redemption
All
of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption
of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection
with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a
maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would
cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. As of June 30, 2022, there were 11,500,000 shares
of Class A Common Stock sold as part of the Units in the Public Offering issued and subject to possible redemption.
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 June 30, 2022, the Company had not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
2 — Summary of Significant Accounting Policies (Continued)
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 IPO, 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 $6,762,886, 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 IPO 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 the IPO (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 June 30, 2022, 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.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
5 — Related Party Transactions (Continued)
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) six months 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 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 June 30, 2022, there was no amount outstanding under any Working Capital Loan.
Expenses
paid by Related Party
During
the six months ended June 30, 2022, the Company has paid $
to an affiliate of Sponsor, which paid certain expenses directly on behalf of the Company.
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. For the period from January
1, 2022 to June 30, 2022, the Company has recognized $60,000 operating cost for the service provided by ARC Group Ltd. under this agreement.
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.
AETHERIUM
ACQUISITION CORP.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
Note
6 — Commitments and Contingencies (Continued)
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 June 30, 2022, there were
there were 528,500 shares of Class A Common Stock issued and outstanding, excluding 11,500,000 shares of Class A Common Stock subject
to possible redemption.
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 2,875,000 founder shares for an aggregate purchase price of $, or approximately $ per share. 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. At June 30, 2022, there were 2,875,000 shares of Class B common stock issued and outstanding. 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 June 30, 2022,
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 up to August 8, 2022, the date the unaudited financial statements were available to issue. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.