UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2023

or

For the transition period from _____________ to ________________

Commission file number: 001-41189

AETHERIUM ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 450-6836

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of April 15, 2024, there were 2,136,291 shares of redeemable Class A common stock, 528,500 shares of non-redeemable Class A common stock, par value $0.0001 per share, and 2,875,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

AETHERIUM ACQUISITION CORP.

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise stated in this Report, or the context otherwise requires, references to:

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” in our IPO prospectus, dated December 29, 2021 and filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

part I

ITEM 1. BUSINESS

Introduction

We are a blank check company incorporated in April 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities, activities related to our initial public offering and search for an initial business combination target. Our efforts to identify a prospective target business will not be limited to a particular business, industry or sector or geographical region, although we intend to focus on businesses in the education, training and education technology (“EdTech”) industries, specifically in Asia (excluding China). Our Amended and Restated Certificate of Incorporation provides that we shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

Initial Public Offering

The Registration Statement for our initial public offering was declared effective on December 29, 2021 (the “Initial Public Offering,” or “IPO”). On January 3, 2022, we consummated the IPO of 11,500,000 units (the “Units” and each Unit consists of one share of Class A common stock (the “Public Shares”), and one redeemable warrant, with respect to shares of Class A common stock included in the Units at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of $6,755,007, of which $4,025,000 was for deferred underwriting commissions. We granted the underwriter a 45-day option to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. On January 3, 2022, the over-allotment option was also exercised in full.

Simultaneously with the consummation of the closing of the Offering, we consummated the private placement of an aggregate of 528,500 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000 (the “Private Placement”). The Placement Units are identical to the Units sold in the IPO.

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 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 us, until the earlier of: (i) the consummation of a Business Combination or (ii) the liquidation of the funds in the Trust Account to our stockholders.

Our management team is led by Jonathan Chan, our Chief Executive Officer, and Alex Lee, our Chief Financial Officer, both of whom permanently reside in, and are citizens of, the United States. Mr. Chan brings nearly 30 years of leadership experience across numerous engagements in the fields of banking and corporate finance covering the technology, media and telecom sectors.

The Brand AA Sdn Bhd Merger Agreement

On February 28, 2024, Aetherium Acquisition Corp, a Delaware corporation (“Aetherium” or “Purchaser”), entered into a definitive Business Combination Agreement (the “Business Combination Agreement”) with Capital A Berhad, a Malaysian company (“Parent”), (iii) Capital A International, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Pubco”); (iv) Aether Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Pubco (“Merger Sub”), and (v) Brand AA Sdn Bhd, a Malaysian company and a wholly-owned Subsidiary of Parent (the “Company”). Aetherium, Parent, Pubco, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”). The transactions contemplated in the Business Combination Agreement are in connection with Aetherium’s initial business combination and are hereinafter referred to as the “Business Combination.”

In connection with the Business Combination, (a) pursuant to that certain Share Transfer Agreement (the “Share Transfer Agreement”), dated as of February 28, 2024, between Parent and Pubco, Parent shall transfer to Pubco all of the issued and outstanding shares of the Company (the “Company Shares”) (the “Company Brand Disposal”) and (b) Merger Sub will merge with and into Aetherium, with Aetherium continuing as the surviving corporation, as a result of which Aetherium shall become a wholly-owned Subsidiary of Pubco (the “Merger” and, together with the Company Brand Disposal and collectively with the other transactions contemplated by the Business Combination Agreement and the ancillary documents, the “Transactions”), in each case, upon the terms and subject to the conditions set forth in the Share Transfer Agreement and the Business Combination Agreement. The Business Combination is expected to close in the second half of 2024, following the receipt of the required approval by Aetherium’s shareholders and the fulfillment of each Party’s closing conditions.

Transaction Consideration

In accordance with the terms and subject to the conditions of the Business Combination Agreement, upon the Closing, as consideration for the Business Combination, including the Company Brand Disposal, and in the amount of $1,150,000,000 (the “Aggregate Transaction Consideration Value”), (a) Pubco shall (i) cause the Company to assume the obligations of Asia Aviation Capital Limited under the Castlelake Facility (as defined in the Business Combination Agreement) in connection with the assignment of the Castlelake Facility from Asia Aviation Capital Limited to the Company and (ii) issue to Parent a number of newly-issued ordinary shares of Pubco (the “Pubco Ordinary Shares”) equal to the quotient of (x) $1,000,000,000 (the “Equity Value”) divided by (y) $10.00 (the “Transaction Consideration Shares”); and (b) concurrently with, or immediately after, the issuance of the Transaction Consideration Shares by Pubco, Parent shall effectuate a distribution, by way of a distribution-in-specie in connection with a proposed reduction and repayment of its share capital pursuant to Section 116 of the Malaysia Companies Act 2016, of up to 51% of the Transaction Consideration Shares to the shareholders of Parent based on their respective shareholdings as of a date to be determined by Parent (such Transaction Consideration Shares to be distributed by Parent to its shareholders, the “Common Transaction Consideration Shares”).

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by Aetherium, Company, Pubco, Merger Sub, and Parent, as of the date of such agreement or other specific dates for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents thereto, subject to certain customary exceptions.

In the Business Combination Agreement, Aetherium made certain customary representations and warranties to Parent, the Company, Pubco and Merger Sub, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and financial statements; (7) absence of certain changes; (8) compliance with laws; (9) litigation, actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act of 1940 (“Investment Company Act”); (16) finders and brokers; (17) business practices; (18) insurance; (19) independent investigation; (20) information supplied; and (21) Aetherium’s trust account.

In the Business Combination Agreement, Pubco and Merger Sub made certain customary representations and warranties to Aetherium, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) Pubco and Merger Sub’s business activities subsidiaries; (7) finders and brokers; and (8) Pubco and Merger Sub’s information supplied.

Additionally, the Company made certain customary representations and warranties to Aetherium, including representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) the Company’s subsidiaries; (5) capitalization; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) the Company’s permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) privacy compliance; (15) taxes and tax returns; finders and brokers; (16) real property; (17) personal property; (18) title to and sufficiency of assets; (19) employee matters; (20) employee benefit plans; (21) environmental matters; (22) transactions with related parties; (23) insurance; (24) top customers and suppliers; (25) certain business practices; (26) brokers and finders; (27) information supplied; and (28) independent investigation.

In addition, Parent made certain customary representations and warranties to Aetherium, including representations and warranties related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) ownership; (4) government approvals; (5) non-contravention; (6) finders and brokers; (7) information supplied; and (8) independent investigation.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) Aetherium’s public filing obligations and the Company’s obligation to deliver financial statements; (4) no solicitation of, or entering into, any alternative competing transactions; (5) no insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to obtain third party and regulatory approvals; (8) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of directors and officers after the Closing and tail insurance; (12) use of trust proceeds after the Closing; (13) efforts to conduct a private placement, backstop or redemption waiver arrangements, if sought; and (14) issuance of equity awards by Pubco in terms and conditions determined by the Parent.

The parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of those directors mutually agreed between Purchaser and Parent.

Registration Statement on Form F-4

Aetherium and Pubco also agreed to prepare with the reasonable assistance of the Company, and Pubco shall file with the Securities and Exchange Commission (“SEC”), a registration statement on Form F-4/F-1 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the Common Transaction Consideration Shares and the securities of Pubco to be issued to the holders of the Aetherium securities, which Registration Statement will contain a proxy statement for the purpose of soliciting proxies from the shareholders of Aetherium for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Aetherium and providing such shareholders with an opportunity to participate in the redemption by Aetherium of its public shareholders in connection with Aetherium’s initial business combination, as required by its amended and restated memorandum and articles of association (the “Redemption”). The parties made customary covenants regarding the Registration Statement.

Survival and Indemnification

The representations and warranties covenants, obligations and agreements of Aetherium, the Company, Pubco, Merger Sub, and Parent will not survive the Closing unless by their terms they apply to or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions as set forth in the Proxy Statement by the requisite vote of Aetherium’s shareholders; (ii) any waiting period under any Antitrust Laws shall have expired or been terminated; (iii) receipt of all requisite regulatory approvals and consents required to be obtained from any regulatory authority or third person in order to consummate the Transactions; (iv) no law or order preventing or prohibiting the Transactions; (v) the Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and any required filings and approvals by Nasdaq or NYSE in connection with the Registration Statement shall have been obtained; (vi) the Pubco Ordinary Shares and Pubco Warrants shall have been approved for listing on Nasdaq or NYSE; (vii) the shareholders of Parent shall have approved Parent Regularization Plan at an extraordinary general meeting of Parent’s shareholders; (viii) Bursa Malaysia Securities Berhad, the Malaysian securities exchange regulator, shall have approved the Parent Regularization Plan; (ix) the Parent Convertible Security Holders shall have approved the Parent Regularization Plan; and (x) Malaysian Central Bank approval of the Business Combination.

In addition, unless waived by the Company, the obligations of Parent, the Company, Pubco, and the Merger Sub to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Aetherium being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to specified exceptions); (ii) Aetherium having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Aetherium since the date of the Business Combination Agreement which is continuing and uncured; (iv) all Ancillary Documents (as defined in the Business Combination Agreement) shall have been duly executed by each respective party thereto and shall be in full force and effect in accordance with their terms as of the Closing; (v) except for continuing officers and directors, all officers and directors of Aetherium shall have executed written resignations effective as of immediately prior to the Closing; (vi) the covenants of Aetherium Capital Holdings LLC (the “Sponsor”) required to be performed under the Sponsor Support Agreement (as discussed below) as of or prior to the Closing shall have been performed; (vii) the SEC shall not object to Pubco’s registration of the Common Transaction Consideration Shares on the Registration Statement, such that the Common Transaction Consideration Shares received by non-affiliate Parent shareholders shall be freely tradeable upon the consummation of the Business Combination under applicable U.S. securities laws; (viii) Aetherium shall have delivered to the Company a closing certificate signed by an executive officer of Aetherium certifying as to the satisfaction of certain closing conditions; (ix) delivery of the Registration Rights Agreement and Lock-Up Agreement, duly executed by Sponsor; (x) Aetherium shall have delivered to Pubco a FIRPTA certificate; (xi) Aetherium shall have at least $5,000,001 of net tangible assets both prior to the Closing and remaining after giving effect to any redemptions , the receipt of funds under the PIPE Investment, if any, and the other Transactions contemplated to occur on the Closing Date, including the payment of all Expenses of Aetherium and the Company; and (xii) Aetherium shall have obtained a novation or waiver from the creditors of its IPO deferred underwriting fees that is satisfactory to Parent.

Unless waived by Aetherium, the obligations of Aetherium, to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company, Pubco, and Merger Sub being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to specified exceptions); (ii) the Company, Pubco, and Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company, Pubco or Merger Sub since the date of the Business Combination Agreement which is continuing and uncured; (iv) Aetherium shall have received a certificate from the Company by an executive officer of the Company certifying as to the satisfaction of certain closing conditions of the Registration Rights Agreement and Lock-Up Agreement, duly executed by all parties thereto other than Sponsor (vi) Aetherium shall have received a copy of the IP Assignment Agreement with respect to the assignment of the Untransferred Registered IP, duly executed by each of the IP Owning Affiliates (each as defined in the Business Combination Agreement).

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either Aetherium or the Company if the Closing has not occurred on or prior to December 31, 2024 (the “Outside Date”). A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination Agreement by such party. The Business Combination Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of Aetherium and the Company; (ii) by either Aetherium or the Parent if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by the Parent for Aetherium’s material uncured breach of the Business Combination Agreement, if the breach would result in the failure of the related Closing condition; (iv) by Aetherium for the material uncured breach of the Business Combination Agreement by the Company, Pubco, Merger Sub or any Seller, if the breach would result in the failure of the related Closing condition; (v) by Aetherium if there has been a Material Adverse Effect with respect to the Company which is uncured and continuing; (vi) by either Aetherium or Parent if the Special Meeting to approve the Business Combination is held and concluded and the requisite approval of the Purchaser stockholders is not obtained; or (vii) by if receives a delisting determination by Nasdaq, or trading in Purchaser’s securities is suspended for more than one trading day.

If the Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.

Trust Account Waiver and Releases

The Parent, the Company, Pubco and Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in Aetherium’s trust account held for its public shareholders, and have agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom directly or indirectly to Aetherium’s stockholders).

Governing Law

The Business Combination Agreement is governed by New York law. Any state or federal court located in New York, New York will have exclusive jurisdiction.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, Parent, Pubco, Aetherium and the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) providing that, among other things, (i) the Sponsor shall vote its shares of Common Stock in favor of the adoption and approval of the Business Combination Agreement and the Transactions, (ii) if the Business Combination Agreement is terminated, the Sponsor shall reimburse Parent in cash for expenses of Aetherium paid by Parent or its affiliates on behalf of Aetherium, (iii) if applicable, in connection with the payment by Aetherium of certain amount of Excise Taxes, the Sponsor shall transfer, directly or constructively (including pursuant to a forfeiture and reissuance), a number of shares of Aetherium Common Stock, to or as directed by Parent, and (iv) if applicable, the Sponsor shall, with respect to certain amounts outstanding at the Closing under any working capital loans, (A) convert such amounts into Aetherium units and/or forgive such amounts.

The foregoing description of the Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Sponsor Support Agreement, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference.

Related Agreements

Registration Rights Agreement and Lock-Up Agreement

In connection with the Business Combination Agreement, at the Closing, Pubco, the Sponsor, Parent and certain shareholders of Parent shall enter into a Registration Rights and Lock-Up Agreement. The Registration Rights and Lock-Up Agreement will provide that Pubco will be obligated to file a registration statement after Closing to register the resale of certain securities, and will also provide the respective parties with “piggy-back” registration rights, subject to certain requirements and customary conditions.

PIPE Investment

In connection with entry into the Business Combination Agreement, Aetherium shall use commercially reasonable efforts as practicable, after the date of the Business Combination Agreement and during the Interim Period, to enter into and consummate subscription agreements with investors relating to a private equity investment in Aetherium or Pubco to purchase shares of Aetherium or Pubco (“PIPE Shares”) in connection with a private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to Parent and Aetherium, acting reasonably (a “PIPE Investment”). If Aetherium seeks a PIPE Investment, Parent, Aetherium and the Company shall, and shall cause their respective representatives to, cooperate with each other and their respective representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having Parent’s senior management participate in any investor meetings and roadshows as reasonably requested by Aetherium). At the election of Aetherium, Parent and the Company, any PIPE Investment may take the form of a convertible debt financing whereby the PIPE Investors shall enter into convertible note purchase agreements or other alternative financing, including an equity line of credit. For avoidance of doubt, there is no present requirement to pursue a PIPE Investment.

Our Company

We are a blank check company incorporated in April 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. Our efforts to identify a prospective target business will not be limited to a particular business, industry or sector or geographical region, although we intend to focus on businesses in the education, training and education technology (“EdTech”) industries, specifically in Asia (excluding China). Our Amended and Restated Certificate of Incorporation provides that we shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

While we may pursue an initial business combination target in any business, industry or sector or geographical location, we intend to focus on businesses in the education, training and EdTech industries, specifically in Asia (excluding China). Our Amended and Restated Certificate of Incorporation provides that we shall not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We believe that combining our company with a leading high-growth education, training and EdTech company will fuel organic growth and provide a platform for future acquisitions. We will be focusing our search on companies built on disruptive technologies and business platforms. We believe this is the key to gain competitive advantages. With the application of additional capital through our company, we believe we will be able to fast track technological advancement, employ cutting edge design, and improve processes.

Acquisition Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Sourcing of Potential Initial Business Combination Targets

Certain members of our management team have spent significant portions of their careers working with businesses in the education, training and EdTech industries and have developed a wide network of professional services contacts and business relationships in that industry. The members of our board of directors also have significant executive management and public company experience with technology related companies and bring additional relationships that further broaden our industry network.

This network has provided our management team with a flow of referrals that have resulted in numerous past transactions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants, accounting firms, law firms and large business enterprises.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our officers and directors will agree to offer all suitable business combination opportunities to us before any other person or company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 15 months from the closing of this offering, subject to any pre-existing contractual or fiduciary obligations they may have (which pre-existing fiduciary duties and any potential conflicts of interest arising therefrom will have been disclosed to the underwriters prior to the initial filing of the registration statement of which this prospectus forms a part), on customary terms reasonably acceptable to the underwriters.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Similarly, our financial advisor may work with other special purpose acquisition companies. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business, including the Brand AA Sdn Bhd management team, when evaluating the desirability of effecting our business combination with that business and plan to continue to do so if the Brand AA Sdn Bhd Merger is not consummated and we seek other business combination opportunities, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of members of our management team or of our board, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, including the Brand AA Sdn Bhd Merger, it is presently unknown if any of them will devote their full efforts to our affairs after our business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. The determination as to whether any members of our board of directors will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Lack of Business Diversification

For an indefinite period after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

Our Management Team

Our management team is led by Jonathan Chan, our Chairman of the Board and Chief Executive Officer, and Alex Lee, our Chief Financial Officer.

Jonathan Chan is the founder and Managing Partner of Vigilant Assets Pte. Ltd., an investment advisory firm. He is also the founder and CEO of Jules Corporation (“JULES”), where over the past six years he has devoted his efforts and expertise in building his network in the education and EdTech ecosystem. Driven by the JULES mission “to prepare our children for jobs of the future,” Mr. Chan is credited in leading the creation of the world’s first Digital Literacy curriculum for preschoolers, teaching “Computational Thinking and digital life” skills during the early childhood years. The JULES “School of Fish” curriculum is acknowledged as an innovative and awarded product in its category. JULES efforts as a social enterprise have received global recognition and accolades at the World Economic Forum as well as by education ministries and UNICEF as playing a pioneering and catalytic role in empowering young children with critical digital literacy skills as a foundation for life-long learning. Prior to being a technopreneur, Mr. Chan spent 27 years in banking and corporate finance covering the technology, media and telecom sectors. Mr. Chan has held senior positions as the Asia Head of Technology Investment Banking at Salomon Smith Barney/Citibank and as Head of Investment Banking, Southeast Asia at CLSA Merchant Bankers Limited where he was credited with structuring the most original deal for the listing of the first independent REIT in Singapore. Mr. Chan has been featured in CNBC, The Straits Times, Channel NewsAsia and Education Technology Insights, and spoken at conferences around the world including the Red Herring Global, Edutech Asia, Global Blockchain Foundation, EdTechX, Wall St. Digital Live, Global Education Technology Summit, and the Global EdTech Start-up Awards. Mr. Chan is an acknowledged thought leader in promoting the “blockchain in education” initiatives and a frequent speaker on this subject at numerous conferences. Mr. Chan has also held director roles in M&A at British Telecom and Cable & Wireless. Mr. Chan holds an MBA from Washington University’s Olin School of Business and a B.Sc. in Finance from Indiana University’s Kelly School of Business.

Alex Lee is a managing director of Vigilant Assets Pte. Ltd. and has over 20 years of experience in various hardware and software technology driven sectors, encompassing DNS (Domain Name System) SaaS, digital media/marketing, and most recently, blockchain/distributed ledger technology. In addition to holding corporate positions and founding several companies, he has spent more than 15 years advising and creating cross-border business partnerships and investments in Asia and the U.S. Mr. Lee is currently the founder and CEO of Liquidigy.com, a security token issuance and investment platform and an active digital assets portfolio manager and angel investor. He also co-founded BITCV Foundation, a Singapore-based organization focused on the development of blockchain-powered technologies, solutions and applications that facilitates the management of blockchain assets. Prior to this, Mr. Lee worked in China for 13 years serving as Director of International Affairs at China Internet Network Information Center and was co-founder of two start-ups: NameRich.cn, a China-based domain name registrar (acquired 2012) and the Dot Trademark Registry, one of the world’s first Chinese language domain name registries. He was also Director of Strategic Partnerships at BlueFocus International in Silicon Valley where he was responsible for creating and managing synergies between BlueFocus International’s portfolio agencies and BlueFocus Communication Group headquartered in Beijing, China. Active in the blockchain/crypto space since 2017, he is an active investor in several high-profile ventures and numerous early-stage ventures, primarily focused on digital securities, Decentralized Finance and digital art & collectibles NFTs (Non-Fungible Tokens). During the internet v1.0 years, Mr. Lee worked at First MediaWorks where he led the company’s flagship account with ABC Radio Networks and spearheaded the launch of over 30 owned-and-operated radio stations’ first websites in 10 markets around the U.S., including WPLJ, KLOS, KSFO, KGO and WMAL. Mr. Lee graduated with a B.A. degree in Cultural Anthropology from Northeastern University and holds FINRA Series 63 and SIE qualifications.

We believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the education, training and EdTech industries and that our contacts and relationships, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Employees

We currently have two officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary, in the exercise of their respective business judgement, to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. We do not have an employment agreement with any member of our management team.

Stockholders May Not Have the Ability to Approve our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other reasons.

Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

See “The Brand AA Sdn Bhd Merger” above for more information regarding the requisite approvals needed for the Brand AA Sdn Bhd Merger.

Ability to Extend Time to Complete Business Combination

At the time of the IPO, our Amended and Restated Certificate provided that if we are unable to complete an initial business combination within fifteen (15) months from the closing of the Initial Public Offering, we 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 our 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On March 23, 2023, we held a Special Meeting of our stockholders seeking approval to amend our Amended and Restated Certificate of Incorporation, to extend the date by which we must consummate a business combination up to twelve (12) times (the “Charter Amendment”), each such extension for an additional one (1) month period from April 3, 2023 to April 3, 2024. We also sought approval to amend the investment management trust agreement, dated as of December 29, 2021, by and between us and Continental Stock Transfer & Trust Company, allowing us to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until April 3, 2024, by depositing into the trust account established for the benefit of the Company’s public stockholders the lesser of (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. Both proposals were approved.

On March 5, 2024, the Company held an extraordinary general meeting in lieu of an annual meeting (the “Extension Meeting”) to:

The proposal to adjourn the Extension Meeting to a later date redemptions (the “Adjournment Proposal”) was also presented because there were insufficient votes to approve the Company’s Trust each of the foregoing proposals. As previously reported, the Company filed a first amendment (the “Amendment”) to the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 23, 2024 to amend the Extension Payment amount per share for each public share of the Company’s Common Stock outstanding and to clarify that if the Charter Amendments Proposal (Proposal 1) and Trust Amendment Proposal (Proposal 4) are approved, the Company will only withdraw from the trust account twenty-six (26%) of its excise taxes to reflect the remaining percentage of public shares outstanding.

As previously reported, the Company filed a second amendment (“Amendment No. 2”) to the Definitive Proxy Statement on March 19, 2024 to remove the language in the Trust Amendment Proposal (Proposal 4) that sought approval to allow the Company to withdraw from the trust account any funds whatsoever to pay its excise taxes. As revised, the Trust Amendment Proposal (Proposal 4) no longer sought approval to pay the Company’s excise tax. To allow time for additional votes on the Trust Amendment Proposal, the Company postponed the adjournment of the Meeting to March 28, 2024.

On March 28, 2024, there were 3,519,503 shares of Class A common stock and 2,875,000 shares of Class B common stock of the Company issued and outstanding on the record date for the Extension Meeting, February 9, 2024. At the Extension Meeting, there were 2,678,089 shares of Common Stock present in person or by proxy, representing approximately 87.34% of the total shares of Common Stock outstanding as of the record date, which constituted a quorum. Each of the Charter Amendment Proposal, the Conversion Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Trust Amendments Proposal were approved at the Extension Meeting on March 28, 2024, afforded the Company until December 29, 2024 to complete its business combination.

Periodic Reporting and Financial Information

We have registered our common stock and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements must be prepared in accordance with, or be reconciled to, GAAP, or IFRS and the historical financial statements must be audited in accordance with the standards of PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and consummate our initial business combination within the applicable time frame.

We are required to have our internal control procedures evaluated for the fiscal year ended December 31, 2023, as required by the Sarbanes-Oxley Act. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following January 13, 2027, the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from seeking redemption rights with respect to the Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Nasdaq Continued Listing Compliance

On May 6, 2023, Aetherium Acquisition Corp. (the “Company”) received written notice from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the continued listing requirement to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company received 180 calendar days, until November 6, 2023, to regain compliance with the minimum MVLS requirement. To regain compliance, the minimum MVLS of the Company’s common stock was required to meet or exceed $50,000,000 for at least ten consecutive business days during this 180 calendar day compliance period.

Additionally, on May 23, 2023 and August 23, 2023, Nasdaq notified the Company that it did not comply with Listing Rule 5250(c), due to its failure to timely file its Forms 10-Q for the periods ended March 31, 2023, and June 30, 2023, respectively. The Company filed its Form 10-Q for the period ended March 31, 2023 on December 20, 2023 and on November 27, 2023, the Staff provided written notice to the Company does not comply with Listing Rule 5250(c) because it did not file its Form 10-Q for the period ended September 30, 2023. In addition, Staff has determined that the Company does not comply with the minimum 400 total holders as required by Listing Rule 5450(a)(2).

On December 4, 2023, the Company appealed the delist determination to the Nasdaq Hearings Panel (the “Panel”), and requested that the stay of delisting, which otherwise would expire on December 19, 2023, pursuant to Rule 5815(a)(l)(B), be extended until the Panel issued a final decision on the matter. The Company provided a submission in which it requested a stay of delisting pending the hearing, informed of the reasons for the late filings, and its plan to regain compliance.

On February 8, 2024, the Staff advised the Company that it has regained compliance with the filing requirement in Listing Rule 5250(c)(1). The Company prepared and presented to the Panel, in advance of the Panel Hearing that occurred on February 27, 2024, its plan of compliance with regards to the remaining deficiencies.

On March 13, 2024, the Panel issued a decision that grants the Company’s request to continue its listing on Nasdaq based on the information presented. The Hearing Panel has determined to grant the Company’s request for an exception until May 28, 2024, subject to the condition that on or before March 31, 2024, the Company will file the Form F-4 with the Securities and Exchange Commission to register the shares resulting from the Business Combination. The Panel cited to the Company’s proactive correction of the reporting delinquency and engagement of new securities counsel and new accounting firm, that reflects Company’s commitment to ensuring its periodic filings are timely going forward. Panel also noted that as of the date of their decision, the Company has filed a report Form 8-K reflecting completion of a definitive agreement to enter into the Business Combination on February 28, 2024.

On April 1, 2024, the Panel granted an extension to the exception granted on March 13, 2024 (the “Decision”) to the Company provided that (i) on or before May 20, 2024, the Company will file the Form F-4 to register the shares resulting from the Business Combination; and (ii) on or before May 28, 2024, the Company will demonstrate compliance with all applicable requirements for continued listing on The Nasdaq Stock Market.

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

Public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the initial vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination was approved, the Company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the Company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the Company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the proposal to approve the initial business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until December 29, 2024 (or as extended as provided in our registration statement). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any extension of the period to complete our initial business combination.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional $0.033 per share for each month, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation. If we are unable to complete our business combination by December 29, 2024 (or as otherwise extended), we 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 our 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our business combination by December 29, 2024 (or as otherwise extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation). Our stockholders have approved the issuance of the placement units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether the funds had been timely deposited. Our sponsor is not obligated to fund the trust account to extend the time for us to complete our initial business combination. The public stockholders will not be able to vote on or redeem their public shares in connection with any such extensions.

Our sponsor, directors and each member of our management have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within the period to consummate the initial business combination including with respect to any shares obtained through the placement units. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within the period to consummate the initial business combination.

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the period to consummate the initial business combination, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment 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 our taxes, if any divided by the number of the then outstanding public shares. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from up to $100,000 of funds from the interest on the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of this offering the sale of the placement rights, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

The underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsor asserts that they are unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per unit.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder. If we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the period to consummate the initial business combination may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the period to consummate the initial business combination, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within the period to consummate the initial business combination, we 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 that may be released to us to pay our taxes, if any (less up to $100,000 of interest to pay taxes and if needed, 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) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.10 per unit to our public stockholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some, or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete an initial business combination within the period to consummate the initial business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the period to consummate the initial business combination or (B) with respect to any other provisions relating to the rights of holders of our common stock, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.

Public stockholders who redeem their common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination within the period to consummate the initial business combination, with respect to such shares of our common stock so redeemed. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our executive offices are located at 79B Pemberwick Road, Greenwich, CT 06831, and our telephone number is (650) 450-6836.

Since December 30, 2021, the date our securities began trading on Nasdaq, we have paid ARC Group Limited, our financial advisor $10,000 per month for our office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations. For the year ended December 31, 2023, the Company has recognized $120,000 operating cost for the service provided by ARC Group Ltd. under this agreement.

ITEM 3. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

part II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “GMFIU” on December 30, 2021. The Class A common stock and warrants comprising the units began trading separately on February 18, 2022. Our Class A common stock and warrants are traded on Nasdaq under the symbols “GMFI” and “GMFIW,” respectively.

Holders of Record

As of April 16, 2024, there were 2,136,291 of our shares of Class A common stock issued and outstanding held by approximately 2 stockholders of record, and there were 2,875,000 of our shares of Class B common stock issued and outstanding held by approximately 10 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness subsequent to the initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities.

Use of Proceeds

On January 3, 2022, we completed our 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. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $115,000,000.

Simultaneously with the consummation of the Initial Public Offering, we completed a Private Placement of an aggregate of 528,500 Placement Units at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000. The Placement Units are identical to the Units sold in the IPO. The holders have agreed not to transfer, assign or sell any of the Placement Units or underlying securities (except in limited circumstances) until 30 days after completion of our initial business combination. The holders were also granted certain demand and piggyback registration rights in connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

A total of $116,725,000 of the net proceeds from the IPO and the Private Placement was deposited in the Trust Account, over which Continental Stock Transfer & Trust Company is trustee, which was established for the benefit of our public stockholders. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our tax obligations, and up to $100,000 of interest that may be used for our dissolution expenses, the proceeds from the IPO and the sale of the Placement Units will not be released from the Trust Account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activities, and (c) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of this offering, subject to applicable law.

Our Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional $0.033 per share for each month, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation.

For a description of the use of the proceeds generated in our Initial Public Offering, see below Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company formed under the laws of the State of Delaware on April 15, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the IPO and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

All activity through December 31, 2023 relates to our formation, IPO, and search for a prospective initial business combination target.

We are incurring significant costs in the pursuit of our acquisition plans with Brand AA Sdn Bhd. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 15, 2021 (inception) through December 31, 2023 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2023, we had net income of $726,042, which consisted of investment income earned on marketable securities held in our Trust Account of $2,752,079 offset by formation and operational costs of $895,403, franchise tax of $200,050 and provision for income tax of $930,584.

Liquidity and Capital Resources

On January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $115,000,000 (the “Initial Public Offering”), and incurring offering costs of $6,755,007, of which $4,025,000 was for deferred underwriting commissions. The Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000 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 consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 528,500 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000 (the “Private Placement”). A total of $116,725,000 of the net proceeds from the Offering and the Private Placement was deposited in a trust account established for the benefit of the Company’s public stockholders. The proceeds held in the trust account were invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. A total of $1,451,900 was deposited into the operating account of the Company.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account, if any, to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. As December 31, 2023, the Company has borrowed $537,431 under such loans.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of this offering and the sale of the placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As indicated in the accompanying financial statements, at December 31, 2023, the Company had $4 of cash in its operating bank account and a working capital deficit of $4,491,448. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful.

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. 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.

Related Party Transactions

The Sponsor loaned the Company an aggregate of $122,352 of up to $300,000 to cover expenses related to the IPO. 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. Following the IPO of the Company on January 3, 2022, a total of $122,352 under the promissory note was repaid on January 6, 2022.

On May 11, 2021, the Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 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 $0.009. 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 this offering (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 December 31, 2023, the Sponsor owned 2,358,750 shares of Class B common stock. As the underwriters’ over-allotment option has been exercised in full, none of the Sponsor shares were forfeited.

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 $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 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 December 31, 2023, the Company has borrowed $522,431 under such loans.

In order to extend the life of the Company, the Sponsor or an affiliate of the Sponsor, or the Company’s officer and directors may, but are not obligated to, loan funds to the Company to deposit into the trust account in order to extend the period in which the Company has to consummate a business combination. As of December 31, 2023, the Company has borrowed $885,000 under these extension loans.

Our sponsor purchased an aggregate of 528,500 placement units at a price of $10.00 per unit for an aggregate purchase price of $5,285,000. Each placement unit consists of one share of Class A common stock and one warrant. Each warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, the placement shares, or the placement warrants, which will expire worthless if we do not consummate a business combination within 15 months from the closing of this offering. The placement units are identical to the units sold in the IPO except that the placement units and their component securities (a) will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) so long as they are held by our sponsor or its permitted transferees, will be entitled to registration rights.

Our initial stockholders have agreed to waive their redemption rights with respect to their founder shares and placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the completion of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activities and (iii) if we fail to consummate a business combination within 15 months from the completion of this offering or if we liquidate prior to the expiration of the 15-month period. However, our initial stockholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the 15-month period.

On March 23, 2023, we held a Special Meeting of our stockholders seeking approval to amend our Amended and Restated Certificate of Incorporation, to extend the date by which we must consummate a business combination up to twelve (12) times (the “Charter Amendment”), each such extension for an additional one (1) month period from April 3, 2023 to April 3, 2024. We also sought approval to amend the investment management trust agreement, dated as of December 29, 2021, by and between us and Continental Stock Transfer & Trust Company, allowing us to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period, until April 3, 2024, by depositing into the trust account established for the benefit of the Company’s public stockholders the lesser of (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. Both proposals were approved.

Pursuant to a registration rights agreement we have entered into with our initial stockholders, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such registration statements. See the section of this Annual Report entitled “Certain Relationships and Related Party Transactions.”

Our Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional $0.033 per share for each month, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation.

Off-balance sheet financing arrangements

We did not have any off-balance sheet arrangements as of December 31, 2023.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of December 31, 2023, there were no critical accounting policies.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2023 due to the material weaknesses.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the evaluation of the SEC and its staff’s guidance on redeemable equity instruments, and management’s subsequent re-evaluation of its Prior Financials, the Company determined that there were errors in its accounting for its complex financial instruments and related disclosure. Management concluded that a deficiency in inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping and that such failure constituted a material weakness.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. A control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Because of these inherent limitations, management does not expect that our internal control over financial reporting will prevent all error and all fraud. Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). Based on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2023 due to the material weaknesses. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and executive officers .

Jonathan Chan is the founder and Managing Partner of Vigilant Assets Pte. Ltd., an investment advisory firm. He is also the founder and CEO of Jules Corporation (“JULES”), where over the past 6 years he has devoted his efforts in building his expertise and network in the education and EdTech ecosystem. Driven by the JULES mission “to prepare our children for jobs of the future”, Mr. Chan is credited in leading the creation of the world’s first Digital Literacy curriculum for preschoolers, teaching “Computational Thinking and digital life” skills during the early childhood years. The JULES “School of Fish” curriculum is acknowledged as an innovative and awarded product in its category. JULES efforts as a social enterprise have received global recognition and accolades at the World Economic Forum as well as by education ministries and UNICEF as playing a pioneering and catalytic role in empowering young children with critical digital literacy skills as a foundation for life-long learning. Prior to being a technopreneur, Mr. Chan spent 27 years in banking and corporate finance covering the technology, media and telecom sectors. Mr. Chan has held senior positions as the Asia Head of Technology Investment Banking at Salomon Smith Barney/Citibank and as Head of Investment Banking, Southeast Asia at CLSA Merchant Bankers Limited where he was credited with structuring the most original deal for the listing of the first independent REIT in Singapore. Mr. Chan has been featured in CNBC, The Straits Times, Channel NewsAsia and Education Technology Insights, and spoken at conferences around the world including the Red Herring Global, Edutech Asia, Global Blockchain Foundation, EdTechX, Wall St. Digital Live, Global Education Technology Summit, and the Global EdTech Start-up Awards. Mr. Chan is an acknowledged thought leader in promoting the “blockchain in education” initiatives and a frequent speaker on this subject at numerous conferences. Mr. Chan has also held director roles in M&A at British Telecom and Cable & Wireless. Mr. Chan holds an MBA from Washington University’s Olin School of Business and a B.Sc. in Finance from Indiana University’s Kelly School of Business. We believe Mr. Chan is well-qualified to serve as a member of our board of directors due to his experience in global finance and the digital education industry, as well as his network of contacts and relationships.

Alex Lee is a managing director of Vigilant Assets Pte. Ltd. and has over 20 years of experience in various hardware and software technology driven sectors, encompassing DNS (Domain Name System) SaaS, digital media/marketing, and most recently blockchain/distributed ledger technology. In addition to holding corporate positions and founding several companies, he has spent more than 15 years advising and creating cross-border business partnerships and investments in Asia and the U.S. Since 2019, Mr. Lee has been the founder and CEO of Liquidigy.com, a security token issuance and investment platform and an active digital assets portfolio manager and angel investor. He has also been a principal at The Shongum Group, a technology consulting company, since 2017. From 2016 to 2017, Mr. Lee was director of strategic partnerships at BlueFocus International, a marketing and brand management services company. Mr. Lee also co-founded BITCV Foundation, a Singapore-based organization focused on the development of blockchain-powered technologies, solutions and applications that facilitates the management of blockchain assets. Prior to this, Mr. Lee worked in China for 13 years serving as Director of International Affairs at China Internet Network Information Center and was co-founder of two start-ups: NameRich.cn, a China-based domain name registrar (acquired 2012) and the Dot Trademark Registry, one of the world’s first Chinese language domain name registries. He was also Director of Strategic Partnerships at BlueFocus International in Silicon Valley where he was responsible for creating and managing synergies between BlueFocus International’s portfolio agencies and BlueFocus Communication Group headquartered in Beijing, China. Active in the blockchain/crypto space since 2017, he is an active investor in several high-profile ventures and numerous early-stage ventures, primarily focused on digital securities, Decentralized Finance and digital art & collectibles NFTs (Non-Fungible Tokens). During the internet v1.0 years, Mr. Lee worked at First MediaWorks where he led the company’s flagship account with ABC Radio Networks and spearheaded the launch of over 30 owned-and-operated radio stations’ first websites in 10 markets around the U.S., including WPLJ, KLOS, KSFO, KGO and WMAL. Mr. Lee graduated with a B.A. degree in Cultural Anthropology from Northeastern University and holds FINRA Series 63 and SIE qualifications.

Lim How Teck joined our Board on December 29, 2021. Mr. Lim is currently the Board Chairman of Heliconia Capital Management, a Temasek Holdings wholly-owned private equity investment firm that invests in growth-oriented companies in Asia. Mr. Lim has extensive Board, financial management, M&A, and operating experience in his 45-year career. Mr. Lim was a Senior Advisor to Bain Capital from 2014 to 2019. From 2005, Mr. Lim served as a corporate advisor to Temasek International and has held Board Chairman or Board Director positions in many public and private companies in Singapore, several of which are owned and/or backed by Temasek, including Heliconia Capital Management (2011 – present), Port of Singapore Authority (1994 – 1998), Certis Cisco Security (from 2007 – 2015) and Tuas Power (from 2005 – 2014). He also served as the Chairman of the Audit Committee in several Singapore-listed companies. From 1975 to 2005, Mr. Lim was with the Neptune Orient Lines (NOL) Group, which was the largest container shipping company in Southeast Asia. Mr. Lim served in various C-Suite roles including Group Deputy CEO, Group CFO, Group COO, and Executive Director. He led NOL’s acquisition of American President Lines (APL) for US$825 million in 1997 and also the divestment of American Eagle Tankers for an enterprise value of around US$650 million in 2003. Mr. Lim holds a Bachelor of Accountancy Degree from the University of Singapore. He is currently Chairman of Redwood International (an investment and consultancy firm), and Chairman of publicly listed ARA LOGOS Logistics Trust. Mr. Lim serves as a board director of publicly listed Raffles Education and CSE Global. Other private companies that Mr. Lim is a board director includes ARA Asset Management, The Foundation for Development Cooperation, Mizuho Securities (Singapore), Heliconia Holdings, Yang Kee Logistics (Singapore), Singapore DTT Corporation, and Nexusun International. Mr. Lim is also President of the eSports Federation Singapore. Mr. Lim contributes his time advising many technology focused companies, including: Boogle Group, 3DOM Inc, Titannium, Omni Sharing, KPISOFT, IMCSE (International Monetary Crypto Securities Exchange), Skyfy Technology, SCash Technologies, Pixie Pitch, Singularity, Helicap, 33 Ventures, Propease Technologies, Food United Holdings, TNP Fitness, OnetoOne Interactive, UB Technology, 8 Capital, FTAG (Fintech Alliance Global) and Hreasily. Mr. Lim is a Fellow of the Chartered Institute of Management Accountants of UK (FCMA), a Fellow of the Certified Public Accountants of Australia (FCPA Aust.), a Fellow of the Institute of Certified Public Accountants of Singapore (FCPA ICPAS), a Fellow of the Singapore Institute of Directors (FSID). He is a graduate of the Harvard Graduate School of Business Corporate Financial Management Course and Advanced Management Program in 1983 and 1989, respectively. We believe Mr. Lim is well-qualified to serve as a member of our board of directors due to his extensive and illustrious career experience combined with his deep understanding of corporate governance and accountancy.

Mariana Kou joined our Board on December 29, 2021. Ms. Kou is chairperson and CEO of CTEH Inc. (1620:HK)), an investment holding company that provides travel products and services in Canada and the United States. Prior to this role, from 2019 to 2021, she was CEO of Research Study Education Group, a company that provides overseas education services to students in the Greater Bay Area, and an award-winning equity research analyst specializing in the China education industry and the global luxury goods sector. Ms. Kou started her banking career in New York at JP Morgan, Lehman Brothers, and Smith Barney. Ms. Kou was most recently Head of China Education and HK Consumer Research at brokerage and investment bank CLSA Limited from 2010 to 2019, where she was involved in ten education company IPOs. In 2020, she published her first book “Investing in Dragons: Education Industry and Capital Markets.” She was a board advisor to publicly listed EdTechX (NASDAQ: EDTXU) and advises several education ventures. Ms. Kou has been a keynote speaker at government and industry conferences as well as interviewed regularly by international media. Ms. Kou was appointed Senator for China by the World Business Angels Investment Forum, an affiliated partner of the G20 Global Partnership for Financial Inclusion (GPFI) in June 2020. She is the founder of the Asia Education Society, a member of Forbes Women Forum, and the founding co-lead of Columbia University Venture Community’s Hong Kong Chapter. Ms. Kou sits on the board of Zonta Club of NTII and was also a founding committee member of Children’s Medical Foundation’s social impact fellowship program in collaboration with Dwight Hall at Yale. Ms. Kou is a current student at the University of Southern California’s global executive Doctor of Education program. She holds an MBA from Columbia Business School and is a graduate of Stanford University’s Innovation and Entrepreneurship program. Ms. Kou received her B.BA. from the University of Notre Dame magna cum laude and received the Raymond P. Kent Award. She is a CFA charter holder and a member of global business honor society Beta Gamma Sigma and economics honor society Omicron Delta Epsilon. We believe Ms. Kou is well-qualified to serve as a member of our board of directors due to her experience in the Asia education industry and capital markets.

Charles Abelmann joined our Board on December 29, 2021. Dr. Abelmann has over 30 years’ experience in education working in policy, research and practice in the U.S. and internationally. He has been involved in every facet of the educational sector, as a teacher, lecturer, senior education specialist, to leading three schools. After completing his Doctorate from Harvard University’s Graduate School of Education in Administration, Planning & Social Policy in 1996, Dr. Abelmann spent over a decade at the World Bank leading education investments, analytical work and capacity building efforts across many countries including Uganda, Tanzania, Zimbabwe, China, Indonesia and Mongolia. He developed and supervised education investments in these countries. Dr. Abelmann also served as a special assistant to the Superintendent of D.C. Schools and as a Principal in the District of Columbia Public Schools. In 2009, Dr. Abelmann was asked to help form a new leadership team for the World Bank’s Leadership and Organizational Effectiveness Unit. After leaving the World Bank, Dr. Abelmann was Head of School at Barrie School in Maryland and then Director of the top private school in Chicago (University of Chicago Laboratory Schools) with more than 2,100 students. He was also a lecturer at the University of Chicago. Dr. Abelmann has published many conference papers and presented at universities in China, including at the Beijing Normal University and East Normal University in Shanghai (both prestigious teaching colleges in China). From 2013 to 2019, he conducted annual workshops for teachers, principals and parents on early childhood education, school governance, and parent engagement at the Demay Schools in Nanjing, China. Dr. Abelmann graduated magna cum laude in English and Religion from Duke University in 1987 and is a member of Phi Beta Kappa. He has received many honors, including being a Luce Scholar from the Henry Luce Foundation, the No Child Left Behind Blue Ribbon School Award from the U.S. Department of Education, and the Distinguished Educator Award from the Mongolian Ministry of Education. We believe Dr. Abelmann is well-qualified to serve as a member of our board of directors due to his extensive experience in the U.S. and international education sector.

Number and Terms of Office of Officers and Directors

Our board of directors consists of four directors. The term of office of each of directors will expire at our first annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for a specific term of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that the board of directors shall elect one or more Chief Executive Officers, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board, a Vice Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as the board of directors from time to time may determine. Any Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Company. Such other officers will have such powers and duties and shall hold their offices for such terms as may be provided in the bylaws or as may be prescribed by the board of directors or, if such officer has been appointed by any Chief Executive Officer or President, as may be prescribed by the appointing officer.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board has determined that all of our directors, other than Mr. Chan, are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee.

Audit Committee

Our audit committee consists of Mr. Lim, Ms. Kou and Mr. Abelmann, and Mr. Lim chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mr. Lim, Ms. Kou and Mr. Abelmann meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

Financial Experts on Audit Committee

Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Lim qualifies as an “audit committee financial expert” as defined in applicable SEC rules, which generally is any person who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Compensation Committee

Our Compensation Committee consists of Mr. Lim, Ms. Kou and Mr. Abelmann each of whom is an independent director under the Nasdaq listing standards. Ms. Kou is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

Notwithstanding the foregoing, as indicated above, other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space , utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. Our independent directors will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as Exhibit 14.1 to this Annual Report. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

ITEM 11. EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of April 16, 2024 the number of shares of Class A common stock and Class B common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Class A common stock and Class B common stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of April 16, 2024, we had 2,664,791 shares of Class A common stock and 2,875,000 shares of Class B common stock, issued and outstanding. The Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of April 16, 2024.

* Less than one percent.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares

On May 11, 2021, the Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. In June 2021, the Sponsor transferred 20,000 shares each to our Chief Executive Officer and David Kopp, 15,000 shares to our Chief Financial Officer and 10,000 shares to each of our 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 our financial advisor 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 $0.009.

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 Initial Public Offering (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 us by the aggregate number of founder shares issued. As of December 31, 2022, the Sponsor owned 2,358,750 shares of Class B common stock. Up to 375,000 of such shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On January 3, 2022, as the underwriters’ over-allotment option has been exercised in full, 375,000 of such shares held by the Sponsor will not be subject to forfeiture.

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) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of the Class A common stock equals or exceeds $12.00 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 at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our 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 to us an unsecured promissory note, pursuant to which we may borrow up to an aggregate principal amount of $300,000, 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 we determine 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. Following the IPO of the Company on January 3, 2022, a total of $122,352 under the promissory note was repaid on January 6, 2022 and therefore this note was terminated.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us 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 $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, we 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 December 31, 2023 and December 31, 2022, the Company has borrowed $522,431 and $91,124 under the Working Capital Loans, respectively.

General

Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Related Party Policy

Our Code of Ethics, which we adopted on December 29, 2021, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

In addition, our audit committee, pursuant to a written charter that we adopted on December 29, 2021, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see “— Part III, Item 10 - Directors, Executive Officers and Corporate Governance”.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following is a summary of fees paid or to be paid to MaloneBailey, LLP (“MaloneBailey”) for services rendered.

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MaloneBailey in connection with regulatory filings. The aggregate fees of MaloneBailey for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC totaled $47,500 for the year ended December 31, 2023 and $42,500 for the year ended December 31, 2022. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. For the year ended December 31, 2023 and for the year ended December 31, 2022, we did not pay MaloneBailey any audit-related fees.

Tax Fees. The aggregate fees of MaloneBailey for tax return services, planning and tax advice for the year ended December 31, 2023 and for the year ended December 31, 2022 was $3,500 and $0, respectively.

All Other Fees. We did not pay MaloneBailey for any other services for the year ended December 31, 2023 and for the year ended December 31, 2022.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(F) The following documents are filed as part of this Form 10-K:

(F) Financial Statements:

(2) Financial Statement Schedules:

None.

(3) Exhibits

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

AETHERIUM ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Aetherium Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Aetherium Acquisition Corp. (the “Company”) as of December 31, 2023 and 2022 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

AETHERIUM ACQUISITION CORP.

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

AETHERIUM ACQUISITION CORP.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

AETHERIUM ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2023

FOR THE YEAR ENDED DECEMBER 31, 2022

The accompanying notes are an integral part of these financial statements.

AETHERIUM ACQUISITION CORP.

STATEMENTS OF CASH FLOWS