| 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, 2024, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through
March 31, 2024 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 However,
to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A)
of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on or about February 1, 2024, the Company
instructed Continental Stock Transfer & Trust Company, pursuant to the executed Second Amendment to the Investment Management Trust
Agreement between the Company and Continental Stock Transfer & Trust Company, to liquidate the investments in the money market funds
held in the Trust Account immediately and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit
account until the earlier of consummation of our initial business combination or liquidation of the Company. Thus, as of March 31, 2024,
substantially all of the assets held in the Trust Account were held . 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 2,991,003 150,000 300,000 315,000 300,000 150,000 On
March 28, 2024, the Company held a special meeting of its stockholders (the “2024 Special Meeting”). At the 2024 Special
Meeting, the Company’s stockholders approved the proposals including to amend the Company’s amended and restated certificate
of incorporation, to extend the date by which the Company must consummate a business combination to thirty-six (36) months from the effectiveness
date of the Company’s Form S-1 by the SEC, which was December 29, 2021, until December 29, 2024, by depositing into the trust account
established for the benefit of the Company’s public stockholders $ 0.033 In
connection with such proposal, stockholders elected to redeem 1,288,718 0.0001 14,188,785 11.01 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 has incurred and expects 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. 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. As
a result of redemptions by the public stockholders in 2023, the Company accrued the 1 %
excise tax in the amount of $ 883,507 as
a reduction of retained deficit as of March 31, 2024 and December 31, 2023. AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS Proposed
Business Combination 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. 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 AETHERIUM
ACQUISITION CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS |
