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].
Aetherium Acquisition (GMFI) - 2022 Q4 - Annual Report