Exhibit
10.1


 


[●],
2021


 


Aetherium
Acquisition Corp.


79B Pemberwick Rd.


Greenwich, CT 06831


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and between Aetherium Acquisition Corp., a Delaware corporation (the “Company”),
and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and
collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),
of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if
any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold
in the Public Offering pursuant to a registration statement on Form S-1 (the “Registration Statement”) and prospectus (the
“Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the
Company shall apply to have the Units listed on the Nasdaq Global Market. Certain capitalized terms used herein are defined in
paragraph 12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Aetherium Capital Holdings LLC
(the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors
and/or management team or a holder of Founder Shares (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder
approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
he or she will not tender its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
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 the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders of the Company (including the right to receive further liquidation 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 other requirements
of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Company’s amended and restated certificate
of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial
Business Combination or certain amendments to the Company’s amended and restated certificate of incorporation prior thereto or
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months from the closing of the
Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activities, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of amounts released for payment of taxes) divided by the number of then outstanding Offering Shares.
The Sponsor and each Insider agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or certain
amendments to the Company’s amended and restated certificate of incorporation prior thereto or to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activities.


 




    	 



    	 



    

 


Each
of the Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by
it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within 18 months from the date of the closing of the Public Offering).


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder,
with respect to any shares of capital stock of the Company or any securities convertible into, or exercisable, or exchangeable for, shares
of capital stock of the Company owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any shares of capital stock of the Company or any securities convertible
into, or exercisable, or exchangeable for, shares of capital stock of the Company owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any
release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release
or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.
Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions
of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


4.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
stockholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or similar agreement or business combination agreement for a Business Combination (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for
services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not
reduce the amount of funds in the Trust Account to below (i) $10.15 per share of the Offering Shares or (ii) such lesser amount
per share of the Offering Shares held in the Trust Account, if less than $10.15 per share due to reductions in the value of the
trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property
in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed
a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of
the Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such
third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in
writing that it shall undertake such defense.


 




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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,500,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock
after the Public Offering (excluding the Private Placement Shares).


 


6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b), and
10 of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such
breach.


 


7.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the date of the Company’s initial Business Combination or (B)
subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares,
the Private Placement Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until
30 days after the completion of the initial Business Combination (the “Private Placement Units Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private
Placement Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private
Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied
with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the
Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual,
by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions
relating to voting, the Trust Account and liquidating distributions).


 




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8.
Each Insider who is an officer or director of the Company agrees to offer all suitable business combination opportunities to the Company
before any other person or company until the Company has entered into a definitive agreement regarding a Business Combination or has
failed to complete a Business Combination within 18 months from the closing of the Public Offering, subject to any pre-existing contractual
or fiduciary obligations such Insider may have (which pre-existing fiduciary duties and any potential conflicts of interest arising therefrom
such Insider acknowledges have been disclosed to the Underwriters prior to the initial filing of the Registration Statement), on customary
terms reasonably acceptable to the Underwriters.


 


9.
Each of the Sponsor and the Insiders represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus)
is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.


 


10.
(a) Except as disclosed in the Prospectus and cash or other compensation to the Company’s officers or advisors to be engaged subsequent
to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Commission), neither
the Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made
from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
up to an aggregate of $300,000 made to the Company by Aetherium Capital Holdings LLC; reimbursement for any out-of-pocket expenses related
to identifying, investigating and consummating an initial Business Combination; payment to ARC Group Limited, the Company’s financial
advisor, of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support; and repayment
of non-interest bearing loans, if any, and on such terms as to be determined by the Company from time to time, which may be made by the
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a
portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds
from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00
per unit at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the Private
Placement Units.


 


11.
Each of the Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as an officer and/or a director of the Company.


 




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12.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall
mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of the
Company’s Class B common stock, par value $0.0001 per share, initially held by the Sponsor (up to 375,000 Shares of which are subject
to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters); (iv) “Initial
Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private
Placement Shares” shall mean the 476,000 shares of Common Stock comprising the Private Placement Units (or up to 528,500
shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private Placement Units” shall mean
the 476,000 units to be purchased by the Sponsor, or up to 528,500 units if the over-allotment option is exercised in full,
each comprised of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock, that the Sponsor has agreed
to purchase for an aggregate purchase price of $4,760,000 (or up to $5,285,000 if the over-allotment option is exercised
in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase up to 238,000 shares
of Common Stock (or up to 264,250 shares of Common Stock if the over-allotment option is exercised in full) comprising the Private
Placement Units; (viii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (ix) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private
Placement Units shall be deposited; and (x) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b).


 


13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16.
This Letter Agreement may be executed and/or delivered in any number of original, facsimile or electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission
method counterparts and any counterpart so delivered shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


17.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 




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18.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


19.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile or electronic transmission.


 


20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


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	 	Sincerely,
	 	 	 
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	By:	 
	 	 	Name:
    Aetherium Capital Holdings LLC
	 	 	By:


 


[Signature
Page to Letter Agreement]