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].
Aetherium Acquisition (GMFI) - 2023 Q4 - Annual Report