Aetherium Acquisition (GMFI) - 2024 Q3 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements 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 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 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 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] - Key drivers for the increased deficit include re-measurement of Class A common stock subject to redemption, extension funds, and net losses[13] - In Q2 2024, 2,874,999 shares of Class B common stock were converted into Class A common stock[13] Statements of Cash Flows 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 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] - The deadline to consummate a business combination has been extended multiple times, with the current deadline being December 29, 2024[30][31][33] - 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] - On October 23, 2024, the previously announced Business Combination Agreement with Capital A Berhad was unilaterally terminated by Capital A Berhad[106] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][113] 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] - 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] - 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][128] Item 3. 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 - As a smaller reporting company, Aetherium Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk[135] Item 4. Controls and Procedures 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] - 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] PART II - OTHER INFORMATION Item 1. Legal Proceedings 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] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - There were no purchases of equity securities by the issuer or related purchasers[144] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities during the period - None[145] Item 4. Mine Safety Disclosures This item is not applicable to the company's operations - Not Applicable[146] Item 5. Other Information The company reports no other information for this item - None[147] Item 6. Exhibits 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]