Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 20, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41189 | |
Entity Registrant Name | AETHERIUM ACQUISITION CORP. | |
Entity Central Index Key | 0001866547 | |
Entity Tax Identification Number | 86-3449713 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 79B Pemberwick Rd. | |
Entity Address, City or Town | Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06831 | |
City Area Code | (650) | |
Local Phone Number | 450-6836 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
Trading Symbol | GMFIU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | GMFI | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | GMFIW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 3,519,503 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 511 | $ 334 |
Cash and marketable securities held in trust account | 119,101,402 | 117,914,699 |
Total Current Assets | 119,101,913 | 117,915,033 |
Total assets | 119,101,913 | 117,915,033 |
Current liabilities | ||
Accrued expenses | 676,692 | 468,331 |
Franchise tax payable | 250,050 | 200,050 |
Income tax payable | 446,440 | 207,733 |
Working capital loan – related party | 122,802 | 91,124 |
Deferred underwriter fee payable | 4,025,000 | 4,025,000 |
Amount due to redeemed public shareholders | 88,350,715 | |
Total current liabilities | 93,871,699 | 4,992,238 |
Total liabilities | 93,871,699 | 4,992,238 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption; 2,991,003 shares (excluding 8,508,997 shares for redemptions claimed as of March 31, 2023 but not yet paid) at redemption value of $10.05 per share on March 31, 2023 and 11,500,000 shares at redemption value of $10.25 per share on December 31, 2022, respectively | 30,054,197 | 117,914,699 |
Stockholders’ Equity (Deficit) | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (4,824,324) | (4,992,245) |
Total Stockholders’ Equity (Deficit) | (4,823,983) | (4,991,904) |
Total Liabilities and Stockholders’ Equity (Deficit) | 119,101,913 | 117,915,033 |
Common Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common shares, value | 53 | 53 |
Common Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common shares, value | $ 288 | $ 288 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock excluding shares for redemptions claimed | 8,508,997 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock subject to possible redemption | 2,991,003 | 11,500,000 |
Common stock excluding shares for redemptions claimed | 8,508,997 | |
Common stock subject to possible redemption, per share | $ 10.05 | $ 10.25 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 528,500 | 528,500 |
Common stock, shares outstanding | 528,500 | 528,500 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ (239,862) | $ (287,320) |
Franchise tax | (50,000) | |
Loss from operations | (289,862) | (287,320) |
Other income and expense: | ||
Unrealized Loss from marketable securities held in Trust Account | (51,538) | |
Investment income earned on investments held in Trust Account | 1,186,703 | |
Total other income and (expense) | 1,186,703 | (51,538) |
Income (loss) before provision for income taxes: | 896,841 | (338,858) |
Provision for income taxes | (238,707) | |
Net income (loss) | $ 658,134 | $ (338,858) |
Common Class A [Member] | ||
Other income and expense: | ||
Weighted average shares outstanding, Basic | 11,177,600 | 11,761,200 |
Weighted average shares outstanding, Diluted | 11,177,600 | 11,761,200 |
Basic net income (loss) per common stock | $ 0.05 | $ (0.02) |
Diluted net income (loss) per common stock | $ 0.05 | $ (0.02) |
Common Class B [Member] | ||
Other income and expense: | ||
Weighted average shares outstanding, Basic | 2,875,000 | 2,875,000 |
Weighted average shares outstanding, Diluted | 2,875,000 | 2,875,000 |
Basic net income (loss) per common stock | $ 0.05 | $ (0.02) |
Diluted net income (loss) per common stock | $ 0.05 | $ (0.02) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 288 | $ 24,712 | $ (445) | $ 24,555 | |
Balance, shares at Dec. 31, 2021 | 2,875,000 | ||||
Re-measurement of Class A Common Stock subject to possible redemption | |||||
Net Income (Loss) | (338,858) | (338,858) | |||
Sale of IPO Units | $ 1,150 | 114,998,850 | 115,000,000 | ||
Sale of IPO Units, shares | 11,500,000 | ||||
Sale of Private Placement Units | $ 53 | 5,284,947 | 5,285,000 | ||
Sale of Private Placement Units, shares | 528,500 | ||||
Offering and Underwriting costs | (6,762,886) | (6,762,886) | |||
Class A Common Stock subject to possible redemption | $ (1,150) | (116,723,850) | (116,725,000) | ||
Class A Common Stock subject to possible redemption, shares | (11,500,000) | ||||
Accretion APIC to deficit | 3,178,227 | (3,178,227) | |||
Balance at Mar. 31, 2022 | $ 53 | $ 288 | (3,517,530) | (3,517,189) | |
Balance, shares at Mar. 31, 2022 | 528,500 | 2,875,000 | |||
Balance at Dec. 31, 2022 | $ 53 | $ 288 | (4,992,245) | (4,991,904) | |
Balance, shares at Dec. 31, 2022 | 528,500 | 2,875,000 | |||
Re-measurement of Class A Common Stock subject to possible redemption | (490,213) | (490,213) | |||
Net Income (Loss) | 658,134 | 658,134 | |||
Balance at Mar. 31, 2023 | $ 53 | $ 288 | $ (4,824,324) | $ (4,823,983) | |
Balance, shares at Mar. 31, 2023 | 528,500 | 2,875,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flow from operating activities: | ||
Net Income (loss) | $ 658,134 | $ (338,858) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Investment income earned on investments held in Trust Account | (1,186,703) | (51,538) |
Expenses paid by related party | 31,178 | |
Changes in operating assets and liabilities: | ||
Deferred offering cost | 304,786 | |
Prepaid expenses | (145,125) | |
Accrued expenses | (85,379) | |
Franchise tax payable | 50,000 | |
Income tax payable | 238,707 | |
Accrued expenses | 208,361 | |
Net cash used in operating activities | (323) | (316,114) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (116,621,924) | |
Net cash used in investing activities | (116,621,924) | |
Cash flow from financing activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | ||
Proceeds from sale of Units, net of underwriting discount paid | 112,262,114 | |
Proceeds from sale of private placement units | 5,285,000 | |
Proceeds from Working Capital Loan | 500 | |
Repayment of promissory note - related party | (122,352) | |
Net cash provided by financing activities | 500 | 117,424,762 |
Net change in cash | 177 | 486,724 |
Cash at the beginning of the period | 334 | 25,000 |
Cash at the end of the period | 511 | 511,724 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting fee payable | 4,025,000 | |
Value of Class A common stock subject to possible redemption | 116,725,000 | |
Re-measurement of Class A common stock subject to redemption | 490,213 | |
Amount due to shareholders for redeemed shares | $ 88,350,715 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Aetherium Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on April 15, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). While the Company may pursue an initial business combination target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the education, training and education technology (“EdTech”) industries, specifically in Asia (excluding China). The Company’s amended and restated certificate of incorporate will provide that the Company shall not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 15, 2021 through March 31, 2023 relates to the Company’s formation and the Initial Public Offering (as defined below) and searching for a target company. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Aetherium Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 29, 2021. On January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 10.00 115,000,000 6,762,886 4,025,000 1,500,000 Simultaneously with the closing of the Company’s initial public offering (the “Initial Public Offering” or “IPO”), the Company consummated the private placement of an aggregate of 528,500 10.00 5,285,000 Following the closing of the Initial Public Offering on January 3, 2022, an amount of $ 116,725,000 10.15 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 AETHERIUM ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its shares of Class B common stock, the shares of Class A common stock included in the Placement Units (the “Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activities and (d) that the Class B common stock and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company had 15 months from the closing of the Initial Public Offering (See Note 3) to consummate a Business Combination (the “Combination Period”). On March 23, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, 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 from April 3, 2023 to 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. 8,508,997 0.0001 74 30,750,687 2,991,003 150,000 AETHERIUM ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 Liquidity and Management’s Plan Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the business combination. However, there is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. Going Concern Consideration 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statements have 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. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. AETHERIUM ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
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 |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 1,500,000 10.00 115,000,000 Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”) 11.50 As of January 3, 2022, the Company incurred offering costs of approximately $ 6,762,886 4,025,000 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 528,500 10.00 5,285,000 The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except for the placement warrants (“Placement Warrants”). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On May 11, 2021, the Sponsor purchased 2,875,000 25,000 0.009 20,000 15,000 10,000 431,250 140,400 140,400 10,000 140,450 0.009 20 2,358,750 375,000 AETHERIUM ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) 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) six months after the completion of the Company’s initial business combination and (B) subsequent to the Company’s initial business combination, (x) if the reported last sale price of the Class A common stock equals or exceeds $ 12.00 20 trading days within any 30-trading day period commencing after the Company’s initial business combination Promissory Note – Related Party On May 10, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 660,000 122,352 122,352 Working Capital Loans 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 10.00 122,802 91,124 Extension Loan The Company had 15 months from the closing of the Initial Public Offering (See Note 3) to consummate a Business Combination (the “Combination Period”). On March 23, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, 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 from April 3, 2023 to 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. This extension loan is non-interest bearing and will be due upon consummation of the initial business combination. If the Company complete the initial business combination, the Company will, at the option of the sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $ 10.00 Administrative Services Arrangement The Company’s financial advisor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the financial advisor $ 10,000 30,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. AETHERIUM ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 6 — Commitments and Contingencies (Continued) Underwriting Agreement The underwriters purchased the 1,500,000 The underwriters were entitled to a cash underwriting discount of: (i) two percent ( 2.00 2,300,000 3.50 4,025,000 On December 29, the underwriter gave the Company a rebatement of $ 500,000 1,800,000 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Class A Common Stock 100,000,000 0.0001 528,500 11,500,000 8,508,997 528,500 11,500,000 Class B Common Stock 10,000,000 0.0001 2,875,000 25,000 0.009 375,000 2,875,000 Preferred Shares 1,000,000 0.0001 no |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date these financial statements were available to issue. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 10, 2023, $ 88,350,715 8,508,997 On each of April 3, May 3, July 11, July 31, December 4 and December 4, 2023, the Company’s Sponsor has deposited into the Company’s trust account $ 150,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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 | 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 | 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 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 | 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 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 | 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 | 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 | 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 | 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 | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Common Share | 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 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||||
Apr. 10, 2023 | Mar. 23, 2023 | Jan. 03, 2022 | Jan. 03, 2022 | May 11, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 04, 2023 | Jul. 31, 2023 | Jul. 11, 2023 | May 03, 2023 | Apr. 03, 2023 | Dec. 31, 2022 | |
Proceeds from issuance of private placement | $ 5,285,000 | ||||||||||||
Business combination, net tangible assets | $ 5,000,001 | ||||||||||||
Percentage of shares sold unit part of IPO | 74% | ||||||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||||||
Assets held in trust | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||
Common Class A [Member] | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued | 528,500 | 528,500 | |||||||||||
Common stock, shares outstanding | 528,500 | 528,500 | |||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||
Number of shares redeemed | 8,508,997 | ||||||||||||
Public Shares [Member] | |||||||||||||
Issued price per share | $ 10.15 | ||||||||||||
Closing Initial Public Offering [Member] | |||||||||||||
Issued price per share | $ 10.15 | $ 10.15 | |||||||||||
Proceeds from issuance of private placement | $ 116,725,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Units issued during the period | 2,875,000 | ||||||||||||
Issued price per share | $ 0.009 | ||||||||||||
Proceeds from issuance of private placement | $ 25,000 | ||||||||||||
IPO [Member] | |||||||||||||
Units issued during the period | 11,500,000 | ||||||||||||
Issued price per share | $ 10 | $ 10 | |||||||||||
Proceeds from issuance of private placement | $ 115,000,000 | ||||||||||||
Offering costs | $ 6,762,886 | 6,762,886 | |||||||||||
Deferred underwriting commissions | $ 4,025,000 | ||||||||||||
Redemption | $ 30,750,687 | ||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||
Non-redeeming, description | (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. | ||||||||||||
Number of shares redeemed | 8,508,997 | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Common stock, shares issued | 2,991,003 | ||||||||||||
Common stock, shares outstanding | 2,991,003 | ||||||||||||
IPO [Member] | Sponsor [Member] | |||||||||||||
Units issued during the period | 11,500,000 | ||||||||||||
Issued price per share | $ 10 | $ 10 | |||||||||||
Proceeds from issuance of private placement | $ 115,000,000 | ||||||||||||
Offering costs | $ 6,762,886 | 6,762,886 | |||||||||||
Deferred underwriting commissions | $ 4,025,000 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Units issued during the period | 1,500,000 | ||||||||||||
Issued price per share | 10.15 | ||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||||||||
Units issued during the period | 1,500,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Issued price per share | $ 10 | ||||||||||||
Private Placement [Member] | Sponsor [Member] | |||||||||||||
Units issued during the period | 528,500 | ||||||||||||
Issued price per share | $ 10 | $ 10 | |||||||||||
Proceeds from issuance of private placement | $ 5,285,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Numerator: net income (loss) allocable to common stock | $ 523,487 | $ (282,419) |
Denominator: weighted average number of common stock | 11,177,600 | 11,761,200 |
Basic net income (loss) per redeemable common stock | $ 0.05 | $ (0.02) |
Diluted net income (loss) per redeemable common stock | $ 0.05 | $ (0.02) |
Common Class B [Member] | ||
Numerator: net income (loss) allocable to common stock | $ 134,647 | $ (56,439) |
Denominator: weighted average number of common stock | 2,875,000 | 2,875,000 |
Basic net income (loss) per redeemable common stock | $ 0.05 | $ (0.02) |
Diluted net income (loss) per redeemable common stock | $ 0.05 | $ (0.02) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash | $ 511 | $ 334 |
Cash equivalents at carrying value | 0 | $ 0 |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Income tax provision | 238,707 | |
Business combination, net tangible assets | $ 5,000,001 | |
Redeemable common stock, shares authorized | 11,500,000 | 11,500,000 |
Common stock shares for redemptions claimed | 8,508,997 | |
Federal depository insurance coverage | $ 250,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 03, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of private placement | $ 5,285,000 | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant description | Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”) | ||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Units issued during the period | 11,500,000 | ||
Issued price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 115,000,000 | ||
Offering costs | 6,762,886 | ||
Deferred underwriting commissions | $ 4,025,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Units issued during the period | 1,500,000 | ||
Issued price per share | $ 10.15 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 03, 2022 | May 11, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of private placement | $ 5,285,000 | |||
Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period | 2,875,000 | |||
Issued price per share | $ 0.009 | |||
Proceeds from issuance of private placement | $ 25,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issued price per share | $ 10 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period | 528,500 | |||
Issued price per share | $ 10 | |||
Proceeds from issuance of private placement | $ 5,285,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 03, 2022 | Jan. 03, 2022 | May 11, 2021 | May 10, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement | $ 5,285,000 | |||||||||
Percentage of issued and outstanding shares | 20% | |||||||||
Offering proceeds | $ 660,000 | |||||||||
Promissory notes repaid | $ 122,352 | |||||||||
Extension loan description | On March 23, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, 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 from April 3, 2023 to 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. | |||||||||
Administrative Services Arrangement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses per month | $ 10,000 | |||||||||
Expenses incurred related to agreement | $ 30,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 1,500,000 | |||||||||
Issued price per share | $ 10.15 | |||||||||
Additional Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issued price per share | $ 10 | |||||||||
Business Combination consummation cost | $ 1,500,000 | |||||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issued price per share | $ 10 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 | ||||||||
Common Class B [Member] | Business Acquisition [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Business combination commencing period description | 20 trading days within any 30-trading day period commencing after the Company’s initial business combination | |||||||||
ARC Group Limited [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 431,250 | |||||||||
Shares issued for services | 140,450 | |||||||||
Max Mark Capital Limited [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 140,400 | |||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity | $ 300,000 | |||||||||
Borrowed under promissory notes | $ 122,352 | |||||||||
Promissory notes repaid | $ 122,352 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Price per shares | $ 12 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Working capital loans | $ 122,802 | $ 91,124 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 2,875,000 | |||||||||
Proceeds from Issuance of Private Placement | $ 25,000 | |||||||||
Issued price per share | $ 0.009 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 1,500,000 | |||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 528,500 | |||||||||
Proceeds from Issuance of Private Placement | $ 5,285,000 | |||||||||
Issued price per share | $ 10 | $ 10 | ||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issued price per share | $ 0.009 | |||||||||
Common Stock, Shares, Outstanding | 2,358,750 | |||||||||
Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock exercised | 375,000 | 375,000 | ||||||||
David Kopp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 20,000 | |||||||||
Chief Financial Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 15,000 | |||||||||
Independent Director Nominees [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 10,000 | |||||||||
Jonathan Chan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 140,400 | |||||||||
Mei Eng Goy [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares transferred by sponsor | 10,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 29, 2021 | May 10, 2021 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | |||
Proceeds from initial public offering | $ 660,000 | ||
Underwriters Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Deferred underwriting fee | $ 4,025,000 | ||
Underwriting rebatement | $ 500,000 | ||
Underwriting fee | $ 1,800,000 | ||
Underwriters Agreement [Member] | Deferred Fee [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of underwriting discount | 3.50% | ||
Over-Allotment Option [Member] | Underwriters Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Number of options granted | 1,500,000 | ||
IPO [Member] | Underwriters Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Percentage of underwriting discount | 2% | ||
Proceeds from initial public offering | $ 2,300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 03, 2022 | May 11, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Common stock excluding shares for redemptions claimed | 8,508,997 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share price per share | $ 10.15 | |||
Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Share price per share | $ 0.009 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 528,500 | 528,500 | ||
Common stock, shares outstanding | 528,500 | 528,500 | ||
Common stock subject to possible redemption | 2,991,003 | 11,500,000 | ||
Common stock excluding shares for redemptions claimed | 8,508,997 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 2,875,000 | 2,875,000 | ||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | ||
Number of shares purchased | 2,875,000 | |||
Common Class B [Member] | Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares outstanding | 2,358,750 | |||
Aggregate purchase price | $ 25,000 | |||
Share price per share | $ 0.009 | |||
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Stock exercised | 375,000 | 375,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Apr. 10, 2023 | Mar. 31, 2022 | Dec. 04, 2023 | Jul. 31, 2023 | Jul. 11, 2023 | May 03, 2023 | Apr. 03, 2023 | |
Subsequent Event [Line Items] | |||||||
Shareholders for redemption, value | $ (116,725,000) | ||||||
Subsequent Event [Member] | Sponsor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Assets held in trust | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | ||
Subsequent Event [Member] | Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shareholders for redemption, value | $ 88,350,715 | ||||||
Shareholders for redemption, shares | 8,508,997 |