PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited interim financial statements for Aetherium Acquisition Corp., detailing its financial position, operations, and cash flows as a blank check company, including the impact of a terminated business combination agreement [Balance Sheets](index=4&type=section&id=Balance%20Sheets) The unaudited balance sheet shows a decrease in total assets to **$19.6 million** and an increase in total liabilities, widening the stockholders' deficit Balance Sheet Summary (Unaudited) | Metric | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$19,558,443** | **$32,931,067** | | Cash and marketable securities in trust | $19,558,236 | $32,931,063 | | **Total Liabilities** | **$10,134,643** | **$8,516,452** | | Class A common stock subject to redemption | $18,641,040 | $31,662,667 | | **Total Stockholders' Deficit** | **$(9,217,240)** | **$(7,248,052)** | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) The company reported a net loss of **$229,860** for the nine months ended September 30, 2024, primarily due to lower investment income and higher operating costs Statements of Operations Highlights (Unaudited) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Loss from operations | $(1,057,192) | $(548,923) | | Investment income earned on Trust Account | $1,007,382 | $2,328,876 | | **Net Income (Loss)** | **$(229,860)** | **$1,322,389** | | Basic and diluted net income (loss) per share | $(0.04) | $0.15 | [Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The stockholders' deficit widened to **$(9.2) million** by September 30, 2024, driven by re-measurement of redeemable stock, extension funds, and net losses - The total stockholders' deficit grew from **$(7,248,052)** on January 1, 2024, to **$(9,217,240)** on September 30, 2024[13](index=13&type=chunk) - Key drivers for the increased deficit include re-measurement of Class A common stock subject to redemption, extension funds, and net losses[13](index=13&type=chunk) - In Q2 2024, **2,874,999** shares of Class B common stock were converted into Class A common stock[13](index=13&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$680,199**, while investing activities provided **$14.4 million** and financing activities used **$13.7 million**, resulting in a cash balance of **$207** Cash Flow Summary (Unaudited, Nine Months Ended Sep 30) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(680,199) | $(285,330) | | Net cash provided by investing activities | $14,380,210 | $88,035,715 | | Net cash used in financing activities | $(13,699,808) | $(87,750,715) | | **Net change in cash** | **$203** | **$(330)** | | **Cash at end of period** | **$207** | **$4** | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's operations as a blank check entity, its business combination deadline extensions, going concern considerations, related party transactions, and the termination of its agreement with Capital A Berhad - The company is a blank check company targeting the education, training, and EdTech industries in Asia (excluding China)[20](index=20&type=chunk) - The deadline to consummate a business combination has been extended multiple times, with the current deadline being December 29, 2024[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the prescribed time[37](index=37&type=chunk) - On October 23, 2024, the previously announced Business Combination Agreement with Capital A Berhad was unilaterally terminated by Capital A Berhad[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results of operations as a blank check company, focusing on its net loss, liquidity, going concern issues, and related party transactions - The company is a blank check company with no operations or revenue to date; all activities relate to its formation, IPO, and search for a business combination[111](index=111&type=chunk)[113](index=113&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Nine Months Ended Sep 30, 2024 | $(229,860) | Operating costs of $907,192 and franchise tax of $150,000, offset by interest income of $1,007,382 | | Nine Months Ended Sep 30, 2023 | $1,322,389 | Interest income of $2,328,876, offset by operating costs of $398,923 and franchise tax of $150,000 | - As of September 30, 2024, the company had only **$207** in its operating bank account and a working capital deficit of **$6,109,436**[119](index=119&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern due to the requirement to liquidate if a business combination is not completed in time[123](index=123&type=chunk) - The company relies on working capital loans and extension loans from its sponsor to fund operations, with **$821,631** and **$1,800,000** outstanding, respectively, as of September 30, 2024[126](index=126&type=chunk)[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Aetherium Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Aetherium Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2024, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were not effective[137](index=137&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, its internal controls[138](index=138&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings as of the filing date of this Form 10-Q - The Company is not party to any legal proceedings as of the filing date[140](index=140&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final IPO prospectus - There have been no material changes to the risk factors disclosed in the company's final IPO prospectus dated December 29, 2021[141](index=141&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or purchases of its own equity by the issuer or related parties - The company had no unregistered sales of equity securities during the period[142](index=142&type=chunk) - There were no purchases of equity securities by the issuer or related purchasers[144](index=144&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - None[145](index=145&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not Applicable[146](index=146&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[147](index=147&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including corporate documents and officer certifications - The report includes exhibits such as the company's certificate of incorporation, bylaws, and officer certifications pursuant to Sarbanes-Oxley Sections 302 and 906[149](index=149&type=chunk)

Core Points - Aetherium Acquisition has postponed its Special Meeting to July 7, 2025, with the redemption right deadline now set for July 2, 2025 [1][2] - The record date for the Meeting remains May 9, 2025, and no changes have been made to the proposals for shareholder voting [2] - The Company has filed definitive proxy statements with the SEC on multiple occasions leading up to the Meeting [3] Company Overview - Aetherium Acquisition Corp. is a blank check company aimed at executing mergers, capital stock exchanges, asset acquisitions, stock purchases, reorganizations, or similar business combinations [4] - The Company intends to focus its efforts on identifying target businesses primarily in Asia, excluding China [4]

Core Points - Aetherium Acquisition has postponed its Special Meeting to June 27, 2025, with the redemption right deadline now set for June 25, 2025 [1][2] - The record date for the Meeting remains May 9, 2025, and no changes have been made to the proposals for shareholder voting [2] - Aetherium Acquisition is a blank check company focused on mergers and acquisitions, particularly targeting companies in Asia (excluding China) [4] Proxy Statement and Solicitation - The Company filed a definitive proxy statement with the SEC on May 23, 2025, and a revised statement on June 3, 2025, urging shareholders to read these documents carefully [3] - The Company and its management may be deemed participants in the solicitation of proxies from shareholders for the Meeting [6]

Core Viewpoint - Aetherium Acquisition Corp. announced the unilateral termination of its business combination agreement with Capital A Berhad, which was unexpected for the company [1][2]. Group 1: Termination Details - Capital A Berhad terminated the business combination agreement citing Section 9.1(h) due to Aetherium's non-compliance with Nasdaq's continued listing standards [2]. - The termination was influenced by delays in Capital A's submission of Form F-4 to the SEC, which Aetherium had been waiting for to complete the business combination [2][3]. Group 2: Company Response - Aetherium's Board views the termination as not acting in good faith, as they had received reassurances from Capital A regarding the completion of the business combination prior to the notice [3]. - The company plans to engage with Capital A's management to investigate whether Bursa Malaysia was obstructing the transaction [4]. Group 3: Stakeholder Reactions - An independent director of Aetherium expressed disappointment over the termination, highlighting the potential value the business combination could have unlocked for shareholders [5].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $83,777, with investment income of $525,405 offset by operating costs of $459,347, franchise tax of $50,000, and provision for income tax of $99,835 [118]. - For the three months ended March 31, 2023, the company had a net income of $658,134, consisting of investment income of $1,186,703, offset by operating costs of $239,862, franchise tax of $50,000, and provision for income tax of $238,707 [119]. Working Capital and Financial Position - As of March 31, 2024, the company had a working capital deficit of $5,666,529 and only $181 in cash in its operating bank account [122]. - As of March 31, 2024, there was $696,176 outstanding under any Working Capital Loan, with $537,431 outstanding as of December 31, 2023 [130]. Initial Public Offering (IPO) and Financing - The company raised gross proceeds of $115,000,000 from its Initial Public Offering (IPO) on January 3, 2022, with offering costs of $6,762,886 [120]. - The company intends to target businesses larger than it could acquire with the net proceeds of the IPO and may require additional financing to complete such proposed initial Business Combination [124]. Business Combination Plans - The company has incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after completing a Business Combination [116]. - The company has until April 3, 2024, to consummate a Business Combination, having received stockholder approval for extensions by depositing $150,000 for each one-month extension [131]. Investment Management - The company has instructed to liquidate investments in money market funds held in the Trust Account and hold funds in cash in an interest-bearing demand deposit account as of March 31, 2024 [121]. Advisory and Administrative Costs - The company has agreed to pay its financial advisor $10,000 per month for general and administrative services [129]. Accounting Policies and Disclosures - As of March 31, 2024, there were no critical accounting policies affecting the financial statements [136]. - Management does not anticipate any material effects from recently issued accounting pronouncements on financial statements [137]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [139].

Company Structure and Stock Information - As of April 15, 2024, there were 2,136,291 shares of redeemable Class A common stock and 2,875,000 shares of Class B common stock issued and outstanding[37]. - The company has approximately 2 stockholders of record for Class A common stock and 10 stockholders of record for Class B common stock[20]. - The company is classified as a smaller reporting company and an emerging growth company[36]. - The Company is classified as an "emerging growth company" until the earlier of January 13, 2027, or achieving total annual gross revenue of at least $1.07 billion, or a market value exceeding $700 million[142]. - The management team currently consists of two officers who are not obligated to devote specific hours to the Company's matters until the initial business combination is completed[161]. Business Combination and Strategy - The company is a blank check company, primarily focused on finding prospective target businesses for acquisition[16]. - The company may continue to seek a business combination with a different target until December 29, 2024, if the initial business combination is not completed[15]. - The Business Combination Agreement with Brand AA Sdn Bhd was entered into on February 28, 2024, outlining the merger and related transactions[43]. - The Business Combination Agreement may be terminated if the closing does not occur by December 31, 2024, unless caused by a breach of the agreement[60]. - Aetherium's strategy focuses on identifying target businesses in the education and EdTech sectors, particularly in Asia excluding China[91]. - The company intends to pursue acquisition opportunities in Asia (excluding China) to fuel organic growth and future acquisitions[120]. - The company aims to acquire businesses with significant revenue and earnings growth potential through product development and synergistic acquisitions[94]. - The company plans to target businesses with total enterprise values ranging from $200 million to $1 billion in the education, training, and EdTech sectors[121]. - The company aims to structure the initial business combination so that it acquires 100% of the equity interests or assets of the target business[98]. - Aetherium believes that combining with a leading high-growth education company will provide a platform for future acquisitions and competitive advantages[120]. Financial Information and IPO - Aetherium Acquisition Corp. completed its Initial Public Offering (IPO) on January 3, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[47]. - Following the IPO, $116.725 million was placed in a trust account, equating to $10.15 per unit, to be used for a future business combination[48]. - Aetherium completed a private placement of 528,500 units at $10.00 per unit, generating total gross proceeds of $5,285,000[74]. - The Company completed a Private Placement of 528,500 Placement Units at $10.00 per unit, generating total gross proceeds of $5,285,000[194]. - A total of $122,352 was loaned by the sponsor to cover IPO-related expenses, which was repaid shortly after the IPO[201]. Redemption and Trust Account - The company has a trust account with a minimum redemption value of $10.10 per public share, which may be reduced under certain circumstances[19]. - The trust account funds are to be liquidated to stockholders if a business combination is not consummated[48]. - The Company will redeem public shares at a per-share price based on the aggregate amount in the trust account, including interest, if it fails to complete a business combination by December 29, 2024[149]. - The redemption price per public share may be less than $10.10 if the trust account proceeds are reduced due to asset value declines[153]. - Public stockholders are entitled to receive funds from the trust account only if the Company does not complete an initial business combination within the specified period[155]. - If the initial business combination is not completed within the designated period, the company will cease operations, redeem public shares, and liquidate the trust account[203]. Risks and Challenges - The company is subject to risks related to dependence on key personnel and potential conflicts of interest[17]. - The company may face increased competition in finding attractive targets for initial business combinations, which could raise associated costs[18]. - The company may face intense competition from other entities for suitable business targets, which may limit its ability to acquire larger businesses[160]. - Recent increases in inflation and interest rates may hinder the company's ability to complete an initial business combination[208]. - The company faces risks including the inability to select an appropriate target business and potential conflicts of interest among sponsors and directors[205][206]. - The Company may face challenges in retaining key personnel following the initial business combination[184]. Compliance and Governance - The company has been notified of non-compliance with Nasdaq Listing Rule 5250(c) for failing to timely file its Form 10-Q for the period ended September 30, 2023[172]. - The Company has proposed to extend the date for consummating an initial business combination to December 29, 2024, by depositing $0.033 per non-redeeming Public Share into the Trust Account[165]. - The Panel granted an extension on April 1, 2024, requiring the Company to file Form F-4 by May 20, 2024, and demonstrate compliance with Nasdaq listing requirements by May 28, 2024[146]. - The Company has entered into agreements with its sponsor and management to waive rights to liquidating distributions from the trust account if the initial business combination is not completed[178]. - The Company has been advised that it regained compliance with Nasdaq filing requirements as of February 8, 2024[173]. Management and Support - Aetherium has agreed to certain customary representations and warranties in the Business Combination Agreement, including compliance with laws and absence of material adverse effects[53]. - The company has established a sponsor support agreement to ensure the sponsor votes in favor of the Business Combination Agreement[62]. - The company has committed to using commercially reasonable efforts to secure PIPE Investments during the interim period[90]. - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[126]. - Aetherium emphasizes the importance of strong management teams in prospective target businesses[95].

Financial Performance - As of September 30, 2023, the company reported a net income of $1,322,389, primarily from investment income of $2,328,876, after accounting for operating costs of $398,923 and taxes [96]. - For the nine months ended September 30, 2022, the company reported a net loss of $247,072, with operating costs of $750,276 [97]. Working Capital and Cash Position - The company had a working capital deficit of $2,288,391 and only $4 in cash in its operating bank account as of September 30, 2023 [99]. - The company has outstanding working capital loans totaling $722,803 as of September 30, 2023, which may be converted into units upon the completion of a business combination [107]. IPO and Financing - The company completed its IPO on January 3, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit [98]. - The company has a total of $116,725,000 from the IPO and private placement deposited in a trust account, invested in U.S. government treasury obligations [98]. - The company may need additional financing to complete its initial business combination or to redeem public shares, which could involve issuing additional securities or incurring debt [101]. Business Operations and Future Outlook - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target for a business combination [95]. - The company has incurred significant costs related to its acquisition plans and does not expect to generate operating revenues until after completing a business combination [95]. - The company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if it fails to complete a business combination [103].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $1,163,010, primarily from interest earned on securities held in the Trust Account of $1,922,922, after accounting for operating costs of $277,098, franchise tax expense of $100,000, and income tax provision of $382,814[94]. - For the three months ended June 30, 2023, the company achieved a net income of $504,876, with interest income of $736,219 offset by operating costs of $37,236, franchise tax expense of $50,000, and income tax provision of $144,107[95]. Acquisition Plans - The company incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after completing a Business Combination[92]. Financial Position - As of June 30, 2023, the company had $107 in cash in its operating bank account and a working capital deficit of $1,741,816[98]. - The company has outstanding Working Capital Loans of $407,803 as of June 30, 2023, which may be converted into units upon consummation of a Business Combination[106]. - The company has a total of $116,725,000 of net proceeds from the IPO and Private Placement deposited in a trust account, invested in U.S. government treasury obligations or money market funds[97]. - The company may need to seek additional financing to complete its initial Business Combination or to redeem a significant number of public shares[100]. - The company has incurred offering costs of $6,762,886 related to the IPO, including $4,025,000 for deferred underwriting commissions[97]. - The company has no off-balance sheet financing arrangements as of June 30, 2023[111]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on January 3, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[97].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $658,134, driven by investment income of $1,186,703, offset by operating costs of $239,862, franchise tax of $50,000, and income tax provision of $238,707[95]. - The company generated gross proceeds of $115,000,000 from its Initial Public Offering (IPO) on January 3, 2022, with offering costs amounting to $6,762,886[96]. Working Capital and Cash Position - As of March 31, 2023, the company had a working capital of $25,230,214 and only $511 in cash in its operating bank account[97]. - The company has outstanding loans of $122,802 under Working Capital Loans, which may be converted into units upon consummation of a Business Combination[105]. Business Combination and Operations - The company has incurred significant costs in pursuit of its acquisition plans and does not expect to generate operating revenues until after completing a Business Combination[94]. - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and identifying a target for a Business Combination[94]. - The company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if it fails to complete a Business Combination within the prescribed timeframe[101]. Financing and Trust Account - The company has deposited $116,725,000 of net proceeds from the IPO and Private Placement into a trust account, invested in U.S. government treasury obligations[96]. - The company may need additional financing to complete its initial Business Combination or to redeem public shares, which could involve issuing additional securities or incurring debt[99]. - The company has no off-balance sheet financing arrangements as of March 31, 2023[109].

IPO and Financing - The company completed its Initial Public Offering on January 3, 2022, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[44]. - A total of $116,725,000 from the IPO and Private Placement was deposited in a Trust Account for the benefit of public stockholders[46]. - The company incurred offering costs of $6,755,007 during the IPO, including $4,025,000 for deferred underwriting commissions[56]. - The sponsor purchased 528,500 placement units at a total price of $5,285,000, with each unit priced at $10.00[66]. - A private placement of 528,500 units was also completed simultaneously, generating an additional $5,285,000[178]. - Following the IPO, $116,725,000 was placed in a trust account, with a per unit value of $10.15, to be used for a future Business Combination[179]. - The Company must have net tangible assets of at least $5,000,001 to proceed with a Business Combination[180]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[198]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which may affect the Company's cash available for Business Combinations[193]. Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $623,874, with operational costs amounting to $1,405,790[55]. - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[54]. - The company reported a net loss of $623,874 for the year ended December 31, 2022, compared to a loss of $445 for the period from inception through December 31, 2021[167]. - The effective tax rate for the Company was -49.9% for the year ended December 31, 2022, primarily due to valuation allowance on deferred tax assets[208]. - The provision for income taxes for the year ended December 31, 2022, was $207,733, compared to $0 for the year ended December 31, 2021[212]. - The company generated investment income of $1,189,699 from investments held in the trust account during the year ended December 31, 2022[167]. Cash and Assets - As of December 31, 2022, the company had $334 in cash and a working capital of $112,922,795[60]. - Cash and marketable securities held in the trust account amounted to $117,914,699 as of December 31, 2022[164]. - The company had total current liabilities of $4,992,238 as of December 31, 2022, compared to $305,231 in 2021[164]. - The company had a cash balance of $334 at the end of the period, down from $25,000 at the beginning of the year[171]. - The company has not experienced losses on its cash account, which may exceed the Federal depository insurance coverage of $250,000[218]. Business Operations and Plans - The company intends to target businesses larger than it could acquire with the net proceeds from the IPO, potentially requiring additional financing[59]. - The company intends to focus on acquiring businesses in the education and EdTech sectors, specifically in Asia (excluding China)[175]. - The company's business plan is contingent on completing a business combination within a specified timeframe, raising doubts about its ability to continue as a going concern if not completed[158]. - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of these plans[53]. - As of December 31, 2022, the company had not commenced any operations and will not generate operating revenues until after completing its initial business combination[176]. Governance and Management - The board of directors consists of four directors, with terms expiring at the first annual meeting of stockholders[95]. - The audit committee includes Mr. Lim, Ms. Kou, and Mr. Abelmann, all of whom meet the independent director standard under Nasdaq listing standards[99]. - Mr. Lim is recognized as an "audit committee financial expert" due to his extensive experience in finance and accounting[104]. - The compensation committee, chaired by Ms. Kou, is responsible for reviewing executive compensation policies and approving remuneration for officers[105]. - The company has not established specific minimum qualifications for directors but considers educational background and professional experience in the nomination process[112]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq rules[110]. - The audit committee's duties include overseeing the independent registered public accounting firm and pre-approving audit services[101]. - The audit committee will review all payments made to the Sponsor, officers, or directors on a quarterly basis[118]. - The company has agreed not to consummate an initial business combination with any entity affiliated with its Sponsor, officers, or directors without an independent valuation opinion confirming the fairness of the transaction[135]. Internal Controls - Management concluded that internal controls over financial reporting were not effective as of December 31, 2022, due to material weaknesses[77]. - A material weakness was identified related to inadequate segregation of duties and insufficient written policies and procedures for accounting and financial reporting[78]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing the review process for complex securities[80]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[83]. - The company does not expect that disclosure controls and procedures will prevent all errors and instances of fraud[76]. - Management believes that the financial statements present fairly the company's financial position and results of operations for the period presented[79]. Shareholder Information - As of March 31, 2023, the company had 2,991,003 shares of Class A common stock and 2,875,000 shares of Class B common stock issued and outstanding[121]. - Jonathan Chan holds 3,047,650 shares, representing 47.7% of the total outstanding shares[123]. - Aetherium Capital Holdings LLC is the largest beneficial owner with 2,887,250 shares, accounting for 45.2% of the outstanding shares[123]. - The Sponsor purchased 2,875,000 founder shares for an aggregate price of $25,000, approximately $0.009 per share[126]. - The initial stockholders agreed not to transfer shares of Class B common stock until one year after the initial business combination[127]. - Class A common stock must reach or exceed $12.00 per share for 20 trading days within a 30-day period for stockholders to sell[231]. - The company may undergo liquidation, merger, or similar transactions allowing stockholders to exchange Class A common stock for cash or securities[231].