| Summary of Significant Accounting Policies | Note
2 — Summary of Significant Accounting Policies Basis
of Presentation The
accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). Certain information and note disclosures normally included in the annual financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to those rules and regulations, although the Company believes
that the disclosures made are adequate to make the information not misleading. The interim financial statements as of March 31, 2023
and for the three months ended March 31, 2023 and March 31, 2022, respectively, are unaudited. In the opinion of management, the interim
financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement
of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial
statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may 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 its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Note
2 — Summary of Significant Accounting Policies (Continued) Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of March 31, 2023, the Company had $ 511 334 no Cash
and Marketable Securities Held in Trust Account The
Company’s portfolio of investments is comprised solely of 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 money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments
held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value
at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment
income earned on investment held in Trust Account in the accompanying statements of operations. The estimated fair values of investments
held in the Trust Account are determined using available market information. At March 31, 2023 and December 31, 2022, substantially all
of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. Offering
Costs Associated with the Initial Public Offering Offering
costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related
to the Initial Public Offering executed on January 3, 2022 and that were charged to stockholders’ equity upon the completion of
the Initial Public Offering. Income
Taxes The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no no The
provision for income taxes for the three months ended March 31, 2023 was $ 238,707 AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Note
2 — Summary of Significant Accounting Policies (Continued) Net
Loss Per Share Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for
the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with
the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since
the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net
Income (loss) per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss,
adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable
common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and
non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on
the Trust Account. The
following table reflects the calculation of basic and diluted net income (loss) per common share: Schedule
of Basic and Diluted Net Income (Loss) Per Common Share
For The Three
Months Ended March 31, 2023 For The Three
Months Ended March 31, 2022
Class A common stock
Numerator: income (loss) allocable to Class A common stock 523,487 (282,419 )
Denominator: weighted average number of Class A common stock 11,177,600 11,761,200
Basic and diluted net income (loss) per redeemable Class A common stock $ 0.05 $ (0.02 )
Class B common stock
Numerator: net income (loss) allocable to Class B common stock 134,647 (56,439 )
Numerator: net income (loss) allocable to common stock 134,647 (56,439 )
Denominator: weighted average number of Class B common stock 2,875,000 2,875,000
Denominator: weighted average number of common stock 2,875,000 2,875,000
Basic and diluted net income (loss) per Class B common stock $ 0.05 $ (0.02 ) Class
A Common Stock Subject to Possible Redemption All
of the Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption
of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection
with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a
maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would
cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 11,500,000 8,508,997 11,500,000 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000 AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Note
2 — Summary of Significant Accounting Policies (Continued) Fair
Value of Financial Instruments The
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. me
circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that
is significant to the fair value measurement. Recent
Accounting Standards In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s
Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis,
with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect
on the Company’s financial statements. Risks
and Uncertainties Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the IPO, and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty. AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS |
