Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2023 | Apr. 15, 2024 | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
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 | |
ICFR Auditor Attestation Flag | false | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Firm ID | 206 | |
Auditor Name | MaloneBailey, LLP | |
Auditor Location | Houston, Texas | |
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 [Member] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | GMFI | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | GMFIW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 2,136,291 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 4 | $ 334 |
Cash and marketable securities held in trust account | 32,931,063 | 117,914,699 |
Total Current Assets | 32,931,067 | 117,915,033 |
Total assets | 32,931,067 | 117,915,033 |
Current liabilities | ||
Accrued expenses | 917,117 | 468,331 |
Franchise tax payable | 400,100 | 200,050 |
Income tax payable | 868,297 | 207,733 |
Excise tax payable | 883,507 | |
Deferred underwriter fee payable | 4,025,000 | 4,025,000 |
Total current liabilities | 8,516,452 | 4,992,238 |
Total liabilities | 8,516,452 | 4,992,238 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption; 2,991,003 shares (at $10.59 per share) and 11,500,000 shares (at $10.25 per share), respectively | 31,662,667 | 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 | (7,248,393) | (4,992,245) |
Total Stockholders’ Equity (Deficit) | (7,248,052) | (4,991,904) |
Total Liabilities and Stockholders’ Equity (Deficit) | 32,931,067 | 117,915,033 |
Common Class A [Member] | ||
Current liabilities | ||
Class A common stock subject to possible redemption; 2,991,003 shares (at $10.59 per share) and 11,500,000 shares (at $10.25 per share), respectively | 31,662,667 | 117,914,699 |
Stockholders’ Equity (Deficit) | ||
Common shares, value | 53 | 53 |
Common Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common shares, value | 288 | 288 |
Related Party [Member] | ||
Current liabilities | ||
Working capital loan – related party | 537,431 | 91,124 |
Extension loans – related party | $ 885,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 2,991,003 | 11,500,000 |
Temporary Equity, Redemption Price Per Share | $ 10.59 | $ 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
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ (895,403) | $ (1,405,790) |
Franchise tax | (200,050) | (200,050) |
Loss from operations | (1,095,453) | (1,605,840) |
Other income and expense: | ||
Investment income earned on investments held in Trust Account | 2,752,079 | 1,189,699 |
Other income (loss) | 2,752,079 | 1,189,699 |
Income (loss) before provision for income taxes: | 1,656,626 | (416,141) |
Provision for income taxes | (930,584) | (207,733) |
Net income (loss) | $ 726,042 | $ (623,874) |
Common Class A [Member] | ||
Other income and expense: | ||
Weighted average shares outstanding, Basic | 5,431,113 | 11,962,590 |
Weighted average shares outstanding, Diluted | 5,431,113 | 11,962,590 |
Basic net income (loss) per common stock | $ 0.09 | $ (0.04) |
Diluted net income (loss) per common stock | $ 0.09 | $ (0.04) |
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 | $ 0.09 | $ (0.04) |
Diluted net income (loss) per common stock | $ 0.09 | $ (0.04) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - 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, value 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 redemption | (1,189,699) | (1,189,699) | |||
Net income (loss) | (623,874) | (623,874) | |||
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, value at Dec. 31, 2022 | $ 53 | $ 288 | (4,992,245) | (4,991,904) | |
Balance, shares at Dec. 31, 2022 | 528,500 | 2,875,000 | |||
Extension funds attributable to common stock subject to redemption | (885,000) | (885,000) | |||
Re-measurement of Class A common stock subject to redemption | (1,213,683) | (1,213,683) | |||
Excise tax | (883,507) | (883,507) | |||
Net income (loss) | 726,042 | 726,042 | |||
Balance, value at Dec. 31, 2023 | $ 53 | $ 288 | $ (7,248,393) | $ (7,248,052) | |
Balance, shares at Dec. 31, 2023 | 528,500 | 2,875,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 726,042 | $ (623,874) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Investment income earned on investments held in Trust Account | (2,752,079) | (1,189,699) |
Expenses paid by related party | 331,182 | |
Changes in operating assets and liabilities: | ||
Deferred offering cost | 304,786 | |
Franchise tax payable | 200,050 | 200,050 |
Income tax payable | 660,564 | 207,733 |
Accrued expenses | 448,786 | 285,452 |
Net cash used in operating activities | (385,455) | (815,552) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (885,000) | (116,725,000) |
Cash withdrawn from Trust Account in connection with redemptions | 88,350,715 | |
Cash withdrawn from Trust Account for tax obligations | 270,000 | |
Net cash provided by (used in) investing activities | 87,735,715 | (116,725,000) |
Cash flow from financing activities: | ||
Redemptions of Class A ordinary shares | (88,350,715) | |
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 | 115,125 | 91,124 |
Proceeds from extensions loan | 885,000 | |
Repayment of promissory note – related party | (122,352) | |
Net cash provided by (used in) financing activities | (87,350,590) | 117,515,886 |
Net change in cash | (330) | (24,666) |
Cash at the beginning of the period | 334 | 25,000 |
Cash at the end of the period | 4 | 334 |
Supplemental disclosure of non-cash financing activities: | ||
Extension funds attributable to common stock subject to redemption | 885,000 | |
Excise tax liability | 883,507 | |
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 | $ 1,213,683 | $ 1,189,699 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 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 December 31, 2023, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through December 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 Initial Public Offering, 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 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. In connection with such proposal, stockholders elected to redeem 8,508,997 shares of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”), which represents approximately 74 % of the shares that were part of the units that were sold in the Company’s IPO. Following such redemptions, 2,991,003 are subject to redemption. On each of April 3, May 3, July 11, and July 31, the Company’s Sponsor has deposited into the Company’s trust account $ 150,000 to extend the period of time it has to consummate its initial business combination by six months from April 3, 2023 to October 3, 2023. On December 4, 2023, the Company deposited $ 300,000 into the Trust Account to further extend the period of time it has to consummate a business combination by six months from December 4, 2023 to June 4, 2024. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay the Company’s taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and their requirements of other applicable law. Accordingly, it is the Company’s intention to redeem the Public Shares as soon as reasonably possible following the 15 th AETHERIUM ACQUISITION CORP. NOTES TO 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 Plans 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 the 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 statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. 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 1 883,507 AETHERIUM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 expenses during the reporting period. AETHERIUM ACQUISITION CORP. NOTES TO 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 December 31, 2023 and December 31, 2022, the Company had $ 4 334 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 December 31, 2023 and 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. Warrant Liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity as of December 31, 2023 and 2022. Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the Company incurred $ 200,050 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. The Company’s effective tax rate was ( 56.17 %) for the year ended December 31, 2023. The Company’s effective tax rate was ( 49.9 %) for the year ended December 31, 2022. The effective tax rate differs from the statutory tax rate of 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2023 was $ 930,584 207,733 AETHERIUM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Net Income (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 Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock 474,736 (502,989 ) Denominator: weighted average number of Class A common stock 5,431,113 11,962,590 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.09 $ (0.04 ) Class B common stock Numerator: net income (loss) allocable to Class B common stock 251,306 (120,885 ) Numerator: net income (loss) allocable to common stock 251,306 (120,885 ) Denominator: weighted average number of Class B common stock 2,875,000 2,875,000 Basic and diluted net income (loss) per Class B common stock $ 0.09 $ (0.04 ) 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 88,350,715 8,508,997 2,991,003 11,500,000 31,662,667 117,914,699 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 FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Recent Accounting Standards Management of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management continues 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, 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. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 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”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 As of January 3, 2022, the Company incurred offering costs of approximately $ 6,762,886 4,025,000 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 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 | 12 Months Ended |
Dec. 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 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 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 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. 885,000 0 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 up to $ 3,500,000 funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $ 10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023, the Company has borrowed $ 522,431 outstanding under the Working Capital Loans. As of December 31, 2022, there was $ 91,124 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 $ 10,000 120,000 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder 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 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, 2021, the underwriter gave the Company a rebatement of $ 500,000 1,800,000 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Class A Common Stock 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. On December 31, 2023, there were there were 528,500 shares of Class A Common Stock issued and outstanding, excluding 2,991,003 shares of Class A Common Stock subject to possible redemption. On December 31, 2022, there were there were 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 Warrants 11.50 The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, the Company will use best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may call the warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered in the IPO. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. 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. Schedule of Fair Value Assets December 31, December 31, Description Level 2023 Level 2022 Assets: Investments held in Trust Account 1 $ 32,931,063 1 $ 117,914,699 AETHERIUM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes The Company’s net deferred tax assets are as follows at December 31, 2023 and December 31, 2022: Schedule of Net Deferred Tax Assets December 31, 2023 December 31, 2022 Deferred tax asset Sec. 195 Start-up Costs $ 436,668 $ 290,737 Net Operating Loss - Federal - - Total deferred tax asset 436,668 290,737 Valuation allowance (436,668 ) (290,737 ) Deferred tax asset, net of allowance $ - $ - The income tax provision consists of the following: Schedule of Income Tax Provision December 31, 2023 December 31, 2022 Federal Current $ 930,584 $ 207,733 Federal Current $ 930,584 $ 207,733 Deferred 436,668 290,644 Federal Deferred 436,668 290,644 State and Local Current - - State and Local Current - - Deferred - - State and Local Deferred - - Change in valuation allowance (436,668 ) (290,644 ) Income tax provision $ 930,584 $ 207,733 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and December 31, 2022, the change in the valuation allowance was $ 436,668 290,644 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: Schedule of Reconciliation of the Federal Income Tax Rate December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 % 21.0 % NOL Carry-forward - US - - Permanent differences 8.81 % (1.1 )% Change in valuation allowance 26.36 % (69.8 )% Income tax provision 56.17 % (49.9 )% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – 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. The funds in the Trust Account have, from our initial public offering, through approximately February 1, 2024, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. 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, we 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. On March 28, 2024, 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 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 1,383,212 0.0001 15,229,164 11.01 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 expenses during the reporting period. AETHERIUM ACQUISITION CORP. NOTES TO 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 December 31, 2023 and December 31, 2022, the Company had $ 4 334 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 December 31, 2023 and 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. |
Warrant Liabilities | Warrant Liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity as of December 31, 2023 and 2022. |
Franchise Tax | Franchise Tax Delaware, where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares. During years ended December 31, 2023 and 2022 the Company incurred $ 200,050 |
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. The Company’s effective tax rate was ( 56.17 %) for the year ended December 31, 2023. The Company’s effective tax rate was ( 49.9 %) for the year ended December 31, 2022. The effective tax rate differs from the statutory tax rate of 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2023 was $ 930,584 207,733 AETHERIUM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Net Income (Loss) Per Share | Net Income (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 Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock 474,736 (502,989 ) Denominator: weighted average number of Class A common stock 5,431,113 11,962,590 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.09 $ (0.04 ) Class B common stock Numerator: net income (loss) allocable to Class B common stock 251,306 (120,885 ) Numerator: net income (loss) allocable to common stock 251,306 (120,885 ) Denominator: weighted average number of Class B common stock 2,875,000 2,875,000 Basic and diluted net income (loss) per Class B common stock $ 0.09 $ (0.04 ) |
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 88,350,715 8,508,997 2,991,003 11,500,000 31,662,667 117,914,699 |
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 FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Recent Accounting Standards | Recent Accounting Standards Management of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues 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, 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) | 12 Months Ended |
Dec. 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 Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A common stock Numerator: net income (loss) allocable to Class A common stock 474,736 (502,989 ) Denominator: weighted average number of Class A common stock 5,431,113 11,962,590 Basic and diluted net income (loss) per redeemable Class A common stock $ 0.09 $ (0.04 ) Class B common stock Numerator: net income (loss) allocable to Class B common stock 251,306 (120,885 ) Numerator: net income (loss) allocable to common stock 251,306 (120,885 ) Denominator: weighted average number of Class B common stock 2,875,000 2,875,000 Basic and diluted net income (loss) per Class B common stock $ 0.09 $ (0.04 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets | Schedule of Fair Value Assets December 31, December 31, Description Level 2023 Level 2022 Assets: Investments held in Trust Account 1 $ 32,931,063 1 $ 117,914,699 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows at December 31, 2023 and December 31, 2022: Schedule of Net Deferred Tax Assets December 31, 2023 December 31, 2022 Deferred tax asset Sec. 195 Start-up Costs $ 436,668 $ 290,737 Net Operating Loss - Federal - - Total deferred tax asset 436,668 290,737 Valuation allowance (436,668 ) (290,737 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of Income Tax Provision | The income tax provision consists of the following: Schedule of Income Tax Provision December 31, 2023 December 31, 2022 Federal Current $ 930,584 $ 207,733 Federal Current $ 930,584 $ 207,733 Deferred 436,668 290,644 Federal Deferred 436,668 290,644 State and Local Current - - State and Local Current - - Deferred - - State and Local Deferred - - Change in valuation allowance (436,668 ) (290,644 ) Income tax provision $ 930,584 $ 207,733 |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: Schedule of Reconciliation of the Federal Income Tax Rate December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 % 21.0 % NOL Carry-forward - US - - Permanent differences 8.81 % (1.1 )% Change in valuation allowance 26.36 % (69.8 )% Income tax provision 56.17 % (49.9 )% |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Apr. 23, 2023 | Apr. 10, 2023 | Mar. 23, 2023 | Jan. 03, 2022 | Jan. 03, 2022 | May 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 04, 2023 | Jul. 31, 2023 | Nov. 30, 2021 | |
Net proceeds | $ 5,285,000 | ||||||||||
Business combination, net tangible assets | 5,000,001 | ||||||||||
Asset, Held-in-Trust, Current | $ 32,931,063 | $ 117,914,699 | |||||||||
Excise tax percentage | 1% | ||||||||||
Reduction of retained deficit | $ 883,507 | ||||||||||
Maximum [Member] | |||||||||||
[custom:InterestPayForDissolutionExpenses-0] | $ 100,000 | ||||||||||
Sponsor [Member] | |||||||||||
Asset, Held-in-Trust, Current | $ 300,000 | $ 150,000 | |||||||||
Common Class A [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Public Shares [Member] | |||||||||||
Issued price per share | $ 10.15 | ||||||||||
Closing Initial Public Offering [Member] | |||||||||||
Issued price per share | $ 10.15 | $ 10.15 | |||||||||
Net proceeds | $ 116,725,000 | ||||||||||
Sponsor [Member] | |||||||||||
Units issued during the period | 2,875,000 | ||||||||||
Issued price per share | $ 0.009 | $ 0.009 | |||||||||
Net proceeds | $ 25,000 | ||||||||||
IPO [Member] | |||||||||||
Units issued during the period | 11,500,000 | ||||||||||
Issued price per share | $ 10 | $ 10 | |||||||||
Net proceeds | $ 115,000,000 | ||||||||||
Offering costs | 6,762,886 | $ 6,762,886 | |||||||||
Deferred underwriting commissions | $ 4,025,000 | ||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||
[custom:NonRedeemingCommonStockDescription] | (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. | (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. | |||||||||
Stock Redeemed or Called During Period, Shares | 8,508,997 | 8,508,997 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||
[custom:PercentageOfSharesSoldUnitPartOfIpo] | 74% | ||||||||||
Temporary Equity, Shares Authorized | 2,991,003 | ||||||||||
IPO [Member] | Sponsor [Member] | |||||||||||
Units issued during the period | 11,500,000 | ||||||||||
Issued price per share | $ 10 | $ 10 | |||||||||
Net proceeds | $ 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] | Sponsor [Member] | |||||||||||
Units issued during the period | 528,500 | 528,500 | |||||||||
Issued price per share | $ 10 | $ 10 | |||||||||
Net proceeds | $ 5,285,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Numerator: net income (loss) allocable to common stock | $ 474,736 | $ (502,989) |
Denominator: weighted average number of common stock, Basic | 5,431,113 | 11,962,590 |
Denominator: weighted average number of common stock, Diluted | 5,431,113 | 11,962,590 |
Basic net income (loss) per redeemable common stock | $ 0.09 | $ (0.04) |
Diluted net income (loss) per redeemable common stock | $ 0.09 | $ (0.04) |
Common Class B [Member] | ||
Numerator: net income (loss) allocable to common stock | $ 251,306 | $ (120,885) |
Denominator: weighted average number of common stock, Basic | 2,875,000 | 2,875,000 |
Denominator: weighted average number of common stock, Diluted | 2,875,000 | 2,875,000 |
Basic net income (loss) per redeemable common stock | $ 0.09 | $ (0.04) |
Diluted net income (loss) per redeemable common stock | $ 0.09 | $ (0.04) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Apr. 10, 2023 | Mar. 23, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 4 | $ 334 | ||
Cash equivalents at carrying value | 0 | 0 | ||
Franchise tax incurred | $ 200,050 | $ 200,050 | ||
Effective Income Tax Rate Reconciliation, Percent | (56.17%) | 49.90% | ||
Statutory tax rate | (21.00%) | (21.00%) | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Unrecognized tax benefits penalties and interest accrued | 0 | 0 | ||
Income tax provision | 930,584 | 207,733 | ||
Business combination, net tangible assets | 5,000,001 | |||
Payment for shareholders for redemption | $ 88,350,715 | 88,350,715 | ||
Class A common shares, subject to possible redemption amount | 31,662,667 | $ 117,914,699 | ||
Federal depository insurance coverage | $ 250,000 | |||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Class A common shares, subject to possible redemption | 2,991,003 | 11,500,000 | ||
Class A common shares, subject to possible redemption amount | $ 31,662,667 | $ 117,914,699 | ||
IPO [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock Redeemed or Called During Period, Shares | 8,508,997 | 8,508,997 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 03, 2022 | Dec. 31, 2023 | Dec. 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 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 ($) | 12 Months Ended | |||||
Jan. 03, 2022 | Jan. 03, 2022 | May 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Net proceeds | $ 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 | $ 0.009 | ||||
Net proceeds | $ 25,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units issued during the period | 528,500 | 528,500 | ||||
Issued price per share | $ 10 | $ 10 | ||||
Net proceeds | $ 5,285,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 23, 2023 | Mar. 23, 2023 | Jan. 03, 2022 | May 11, 2021 | May 10, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from sale of private placement units | $ 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. | |||||||||
Amount deposited into Trust Account for extension | $ 885,000 | 0 | ||||||||
Payment of financial advisor | 10,000 | |||||||||
A R C Group Ltd [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating cost service | 120,000 | $ 120,000 | ||||||||
Affiliate Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loans Payable | 3,500,000 | |||||||||
Business Acquisition, Transaction Costs | $ 1,500,000 | |||||||||
Business Acquisition, Share Price | $ 10 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 1,500,000 | |||||||||
Share price per share | $ 10.15 | |||||||||
IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 11,500,000 | |||||||||
Proceeds from sale of private placement units | $ 115,000,000 | |||||||||
Share 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 A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares outstanding | 528,500 | 528,500 | ||||||||
Price per shares | $ 18 | |||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Non redeeming common stock 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. | (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the “Extension Payment”) for each one-month extension. | ||||||||
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 | |||||||||
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] | ||||||||||
Notes Payable, Current | $ 885,000 | |||||||||
Outstanding working capital loans | 537,431 | $ 91,124 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 2,875,000 | |||||||||
Proceeds from sale of private placement units | $ 25,000 | |||||||||
Share price per share | $ 0.009 | $ 0.009 | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Current | $ 522,431 | |||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 1,500,000 | |||||||||
Sponsor [Member] | IPO [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares, new issues | 11,500,000 | |||||||||
Proceeds from sale of private placement units | $ 115,000,000 | |||||||||
Share price per share | $ 10 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price per share | $ 0.009 | |||||||||
Common stock, shares outstanding | 2,358,750 | 2,358,750 | ||||||||
Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock exercised | 375,000 | 375,000 | ||||||||
Chief Executive Officer [Member] | 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 ($) | 12 Months Ended | ||
Dec. 29, 2021 | May 10, 2021 | Dec. 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 | (2.00%) | ||
Proceeds from initial public offering | $ 2,300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Jan. 03, 2022 | May 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2021 | |
Class of Stock [Line Items] | |||||
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 | |||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right exercise price | $ 0.01 | ||||
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 | $ 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 outstanding | 528,500 | 528,500 | |||
Share subject to possible redemption | 2,991,003 | 11,500,000 | |||
Common stock, shares issued | 528,500 | 528,500 | |||
Class of warrant or right exercise price | $ 11.50 | ||||
Sale price per share | $ 18 | ||||
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 outstanding | 2,875,000 | 2,875,000 | |||
Common stock, shares issued | 2,875,000 | 2,875,000 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 2,358,750 | 2,358,750 | |||
Number of shares purchased | 2,875,000 | ||||
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 |
Schedule of Fair Value Assets (
Schedule of Fair Value Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in trust account | $ 32,931,063 | $ 117,914,699 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and marketable securities held in trust account | $ 1 | $ 1 |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Sec. 195 Start-up Costs | $ 436,668 | $ 290,737 |
Net Operating Loss - Federal | ||
Total deferred tax asset | 436,668 | 290,737 |
Valuation allowance | (436,668) | (290,737) |
Deferred tax asset, net of allowance |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal Current | $ 930,584 | $ 207,733 |
Federal Deferred | 436,668 | 290,644 |
State and Local Current | ||
State and Local Deferred | ||
Change in valuation allowance | (436,668) | (290,644) |
Income tax provision | $ 930,584 | $ 207,733 |
Schedule of Reconciliation of t
Schedule of Reconciliation of the Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
NOL Carry-forward - US | ||
Permanent differences | 8.81% | (1.10%) |
Change in valuation allowance | 26.36% | (69.80%) |
Income tax provision | 56.17% | (49.90%) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 436,668 | $ 290,644 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Mar. 28, 2024 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |
Share price, per share | $ 11.01 |
Common Class A [Member] | |
Subsequent Event [Line Items] | |
Share price, per share | $ 0.0001 |
Shares redeemed | shares | 1,383,212 |
Common stock held in trust | $ | $ 15,229,164 |
Special Meeting [Member] | |
Subsequent Event [Line Items] | |
Share price, per share | $ 0.033 |