8-K
Aimfinity Investment Corp. I (AIMTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
May 30, 2025 (May 27, 2025)
AIMFINITY INVESTMENT CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41361 | N/A |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) |
221 W 9th St, PMB 235 Wilmington,Delaware 19801
(Address of principal executive offices)
(425) 365-2933
**(**Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, consisting of one New Unit and one Class 1 redeemable warrant, each exercisable for one Class A ordinary share at an exercise price of $11.50 | AIMUF | OTC Market Group, Inc. |
| New Units, consisting of one Class A ordinary share and one-half of one Class 2 redeemable warrant, each full exercisable for one Class A ordinary share at an exercise price of $11.50 | AIMTF | OTC Market Group, Inc. |
| Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | AIMWF | OTC Market Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by Aimfinity Investment Corp. I (“AIMA” or the “Company”) in its Current Report on Form 8-K filed on October 16, 2023, on October 13, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with Docter Inc., a Delaware corporation (“Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of AIMA (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), pursuant to which AIMA will complete a business combination (the “Business Combination”) with Docter that involves a reincorporation merger and an acquisition merger. The Purchaser shall survive the Business Combination and be referred to as “PubCo” after the Business Combination.
Under Section 9.6 of the Merger Agreement, the parties agreed to use reasonable commercial effort to obtain transaction financing to support the Business Combination.
On May 27, 2025, Purchaser entered into a securities purchase agreement, by and between the Purchaser, Inkrock Holding Limited, a British Virgin Islands business company controlled by our CEO and Chairman I-Fa Chang (“Inkrock”), and Mr. Chang, as sole shareholder and director of Inkrock, pursuant to which Mr. Chang agrees to transfer all issued and outstanding shares of Inkrock to Purchaser, in exchange for Purchaser to issue 687,054 ordinary shares, par value $0.0001 of Purchaser, at $10.00 per share.
Inkrock owns a certain property in Washington State (the “Property”). The Property has an appraised value of $8,300,000, and has a certain mortgage with $1,429,451.50 outstanding in principal as of the date of the Agreement. The Purchaser and parties may seek financing for the Business Combination by obtaining a line of credit on the Property.
A copy of the agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the agreement.
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Item 2.03 Creation of a Direct Financial Obligation or anObligation under an Off-Balance Sheet Arrangement of a Registrant
On January 9, 2025, the Company held an extraordinary general meeting, where the shareholders of the Company approved to amend the Company’s amended and restated memorandum and articles of associations (the “Charter”) to allow the Company until January 28, 2025 to consummate an initial business combination and may elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to nine months to October 28, 2025, by depositing into the Company’s trust account (the “Trust Account”) an amount equal to $0.05 for each public share for each one-month extension.
On May 28, 2025, the Company issued an unsecured promissory note of $55,823.8 (the “Note”) to I-Fa Chang, a member and manager of Aimfinity Investment LLC, the sponsor of the Company (the “Sponsor”), as the Sponsor’s designee, to evidence the payments made for $55,823.8 (the “New Monthly Extension Payment”) to be deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate the Business Combination by one month from April 28, 2025 to May 28, 2025 (the “New Extension”). The New Extension is the fifth of nine possible Monthly Extensions permitted under the Charter.
Pursuant to the Note, and a certain exchange agreement, dated April 8, 2025, by and among the Company, Purchaser, Docter, and Mr. Chang, upon the closing of the Business Combination by and between the Company and Docter, the balance of the Note, unless repaid in part or in full, will automatically be exchanged for such number of PubCo ordinary shares at a conversion price of $10.00 per share. The Note was issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
A copy of the Note is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
Item 7.01 Regulation FD Disclosure.
On May 30, 2025, the Company issued a press release (the “Press Release”) announcing the New Extension and the receipt of the notice. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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IMPORTANT NOTICES
As disclosed previously on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2023, on October 13, 2023, AIMA entered into that certain Merger Agreement, with Docter, Purchaser, and Merger Sub, pursuant to which AIMA will complete a business combination with Docter that involves a reincorporation merger and an acquisition merger.
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the proposed transactions described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the proposed transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the proposed business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of AIMA and Docter to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Docter or AIMA; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of AIMA’s securities; (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Docter to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (viii) risks relating to the health monitoring device industry, including but not limited to governmental regulatory and enforcement changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the combined company’s ability to enhance its products and services, execute its business strategy, expand its customer base and maintain stable relationship with its business partners. A further list and description of risks and uncertainties can be found in the prospectus filed with the SEC on April 26, 2022 relating to AIMA’s initial public offering (File No. 333-263874), the annual report of AIMA on Form 10-K for the fiscal year ended on December 31, 2024, filed with the SEC on April 15, 2025 (the “Annual Report”), and in the final prospectus/proxy statement filed with the SEC on March 6, 2025 relating to the proposed transactions (File No. 333-284658) (the “Final Prospectus”), and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and AIMA, Docter and their subsidiaries or affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
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Additional Information and Where to Find It
In connection with the proposed transactions described herein, Purchaser filed the Final Prospectus with the SEC on March 6, 2025 and AIMA held an extraordinary general meeting on March 27, 2025 where the Business Combination was approved by holders of a requisite number of ordinary shares of AIMA.. Shareholders will also be able to obtain a copy of the Final Prospectus without charge from AIMA. The Final Prospectus may also be obtained without charge at the SEC’s website at www.sec.gov. INVESTORS AND SECURITY HOLDERS OF AIMA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTIONS THAT AIMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AIMA, THE COMPANY AND THE PROPOSED TRANSACTIONS.
Participants in Solicitation
AIMA, Docter, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of AIMA’s shareholders in connection with the proposed transactions described herein. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of AIMA’s shareholders in connection with the proposed business combination is set forth in the Final Prospectus.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of AIMA or Docter, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Securities Purchase Agreement, dated May 27, 2025, by and among Aimfinity Investment Merger Sub I, I-Fa Chang and Inkrock Holding Limited. |
| 10.2 | Promissory Note, dated May 28, 2025, issued by the Company to I-Fa Chang. |
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aimfinity Investment Corp. I | ||
|---|---|---|
| Date: May 30, 2025 | By: | /s/ I-Fa Chang |
| Name: | I-Fa Chang | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This agreement (this “Agreement”) is made as of this 27th day of May, 2025 by and among Aimfinity Investment Merger Sub I, a Cayman Islands exempted company (the “Company”), I-Fa Chang, a Taiwanese national (the “Seller”) and Inkrock Holding Limited, a British Virgin Islands business company (“Inkrock”).
WHEREAS, the Company was formed as a wholly owned subsidiary of Aimfinity Investment Corp. I, a Cayman Islands exempted company (the “Parent”);
WHEREAS, the Parent was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”); and
WHEREAS, the Parent has entered into a certain agreement and plan of merger dated October 13, 2023 by and among the Parent, the Company, Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Docter Inc., a Delaware corporation (“Docter”), which agreement, as so amended being referred to as the “Merger Agreement,” pursuant to which, at the Reincorporation Merger Effective Time (as such term is defined in the Merger Agreement), the Parent will merge with and into the Company, with the Company surviving the merger (the “Reincorporation Merger”); and at the Effective Time (as such term is defined in the Merger Agreement), the Merger Sub will merge with and into Docter, with Docter surviving the merger as a wholly-owned subsidiary of the Company (the “Acquisition Merger”, together with the Reincorporation Merger and such other transaction contemplated in the Merger Agreement, the “Docter Business Combination”); and
WHEREAS, the Company has filed a prospectus/proxy statement on Form F-4 (File Number 333-284658) relating to the transactions contemplated by the Merger Agreement which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2025 (the “Registration Statement”);
WHEREAS, Inkrock is the sole owner of a property located at 7617 West Mercer Way, Mercer Island, Washington 98040 with appraised value of $8,300,000 (the “Property”);
WHEREAS, the Company desires to acquire, and the Seller desires to transfer its equity interest in Inkrock as a result of which the Property will become the corporate asset of the Company; and
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ARTICLE I
Purchase And Closing
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Section 1.01 On the Closing Date (as defined below):
(a) The Company shall purchase from the Seller and the Seller shall sell to the Company, 50,000 shares (the “Inkrock Shares”), par value $1.00 per share, of Inkrock;
(a) In exchange of Inkrock Shares, the Company shall issue to the Seller and the Seller shall acquire from the Company 687,054 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Company Shares”);
(b) The Company shall deliver a copy of the register of members of the Company as at the Closing Date reflecting Seller’s ownership of the Company Shares, and the share certificate representing the Company Shares purchased by the Seller duly signed for and on behalf of the Company; and
(b) Inkrock shall deliver a copy of the register of members of Inkrock at the Closing Date reflecting Company’s ownership of the Inkrock Shares, and the share certificate representing the Inkrock Shares purchased by the Company duly signed for and on behalf of Inkrock.
Section 1.02 The closing (the “Closing”) shall occur at the offices of Robinson & Cole LLP, counsel to the Parent, at 666 Third Avenue, 20th Floor, New York, New York, 10017, or remotely via the exchange of documents and signatures, on the date and time mutually agreed by the parties (such date is referred as the “Closing Date”) provided that the Closing shall occur contemporaneously with the Closing Date (as defined in the Merger Agreement)..
ARTICLE II
Representations And Warranties Of The Company
The Company hereby represents and warrants to Seller and Inkrock on the date hereof and as of the Closing that:
Section 2.01 Organization. The Company is duly organized in the jurisdiction of its formation, and has the requisite corporate or organizational power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 2.02 Authorizationfor the Company Shares. The Company Shares have been duly authorized and when issued and delivered to the Seller in accordance with the terms of this Agreement, the Company Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement or applicable securities laws or that are incurred by the Seller) and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational documents.
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Section 2.03. Authority;Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject, other than as would not be reasonably expected to, individually or in the aggregate, have a material adverse effect.
Section 2.04 No Broker. The Company has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement.
ARTICLE III
Representations And Warranties Of Inkrock
Inkrock hereby represents and warrants to each of the Company and Seller on the date hereof and as of the Closing that:
Section 3.01 Organization. Inkrock is duly organized in the jurisdiction of its formation, and has the requisite corporate or organizational power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby and thereby.
Section 3.02 Authorizationfor the Inkrock Shares. The Inkrock Shares have been duly authorized and when issued and delivered to the Company in accordance with the terms of this Agreement, the Inkrock Shares will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other than those arising under this Agreement or applicable securities laws or that are incurred by the Company) and will not have been issued in violation of or subject to any preemptive or similar rights created under Inkrock’s organizational documents.
Section 3.03. Authority;Non-Contravention. This Agreement has been validly authorized, executed and delivered by Inkrock, and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Inkrock does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Inkrock is a party which would prevent Inkrock from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Inkrock is subject, other than as would not be reasonably expected to, individually or in the aggregate, have a material adverse effect.
Section 3.04 Encumbrances. Except as set forth in Schedule 3.04, the Property shall, at the Closing, be free and clear of all obligations, security interests, liens, infringements and encumbrances whatsoever.
Section 3.05. Good Title. Except as set forth in Schedule 3.05, Inkrock shall have at the Closing, good and marketable title to the Property, free and clear of any and all security interests, encumbrances or liens.
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Section 3.06. Totalityof the Property. The Property includes all of the assets, rights and interests necessary for the proper and efficient operation of its function. There is no known unauthorized use of the Property or any portion thereof by any third party. Inkrock has no presently exiting contracts or commitments, including governmental obligations, that in any way relate to the Property. Inkrock has no actual knowledge of any violations of law, municipal or county ordinances, or other legal requirements with respect to the Property (or any part thereof) or with respect to the use, occupancy or construction thereof. Inkrock has complied through the date hereof, and will comply through the Closing, with all applicable obligations, covenants or other requirements under the applicable mortgage for the Property.
Section 3.07 No Broker. Inkrock has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement.
ARTICLE IV
Representations And Warranties Of The Seller
Seller hereby represents and warrants to each of the Company and Inkrock on the date hereof and as of the Closing that:
Section 4.01 Organization. The execution, delivery and performance by the Seller of this Agreement are within the powers of the Seller, have been duly authorized and will not constitute or result in a material breach or default under or conflict with any law, statute, rule or regulation applicable to the Seller, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Seller is a party or by which the Seller is bound, and, if the Seller is not an individual, will not violate any provisions of the Seller’s organizational documents. The Seller’s signature on this Agreement is genuine, and the signatory has legal competence and capacity to execute the same.
Section 4.02 Authority;Non-Contravention. This Agreement has been validly authorized, executed and delivered by the Seller and assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Seller is a party which would prevent the Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Seller is subject.
Section 4.03 GovernmentalApprovals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of the Seller required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.
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Section 4.04 Accredited Investor.
(a) The Seller is an accredited investor, as defined in Rule 501 of Regulation D under the Securities Act and has completed and initialed the accredited investor questionnaire attached as Exhibit A to this Agreement.
(b) The Seller is acquiring the Company Shares only for its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.
(c) Applicable to non-U.S. investors: The Seller understands that the sale of the Company Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). The Seller is not a U.S. Person (as defined in Regulation S), it is acquiring the Company Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Company Shares hereunder outside of the United States. The Seller is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Agreement. The Seller understands and agrees that securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.
Section 4.05 Undisclosed Liabilities. The Seller has no liability of any nature (whether accrued, absolute, contingent or otherwise) relating to the Inkrock Shares or the Property of the type. Except owning the Property, Inkrock has no presently existing contracts or commitments and is not in default under any of the contracts or commitments. The Seller has no actual knowledge of any violation of law, municipal or county ordinances, or other legal requirements with respect to Inkrock or with respect to its conduct of business thereof.
Section 4.06 No Brokers. No broker, investment banker, financial advisor, finder or other person has been retained by or is authorized to act on behalf of the Seller that will be entitled to any fee or commission for which the Company or Inkrock will be liable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.
Section 4.07 SecuritiesLaw Compliance. The Seller understands that the Company Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, and that the Company Shares issued at the Closing have not been registered under the Securities Act. The Seller understands that the Company Shares may not be resold, transferred, pledged or otherwise disposed of by the Seller absent an effective registration statement under the Securities Act except (i) to the Parent or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Company Shares issued at the Closing shall contain a legend or restrictive notation to such effect. The Seller understands and agrees that the Company Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, the Seller may not be able to readily resell the Company Shares and may be required to bear the financial risk of an investment in the Company Shares for an indefinite period of time. The Seller understands and agrees that it will enter into and will be bound by a certain Lock-Up Agreement upon the Effective Time, the form of which is set forth as Exhibit B to the Merger Agreement. The Seller understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Company Shares. The Seller understands that, because the Company is a shell corporation, the Seller will not be eligible to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Docter Business Combination has been filed with the SEC. The Seller is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act. The Seller understands that the Company Shares will be issued in book-entry form.
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Section 4.08 Risks of Investment.
(a) The Seller acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Company Shares, including those set forth in the Parent’s and the Company’s filings with the SEC. The Seller is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company Shares, and the Seller has sought such accounting, legal and tax advice as the Seller has considered necessary to make an informed investment decision. Alone, or together with any professional advisor(s), the Seller has considered the risks of an investment in the Company Shares and determined that the Company Shares are a suitable investment for the Seller and that the Seller is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Seller’s investment in the Company.
(b) The Seller acknowledges specifically that a possibility of total loss exists. In making its decision to purchase the Company Shares, the Seller has relied solely upon independent investigation made by the Seller and the representations and warranties of the Company and Inkrock set forth herein. Without limiting the generality of the foregoing, the Seller has not relied on any projections or forecasts of future results of operations of the Parent, the Company or Docter. Seller acknowledges and agrees that Seller had access to, and an adequate opportunity to review, financial and other information of the Parent, the Company or Docter as Seller deems necessary in order to make an investment decision with respect to the Company Shares.
( ) The Seller understands and agrees that no federal or state agency has passed upon or endorsed the merits of this offering of the Company Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the information provided to the Seller.
Section 4.09. Anti-Money Laundering. The operations of the Seller, including the obligations of the Seller pursuant to this Agreement, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency in the United States and, if the Seller is a resident of any country other than the United States the anti-money laundering laws of the country in which the Seller is a resident (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Seller with respect to the Anti-Money Laundering Laws is pending or, to the Seller’s knowledge, threatened and there is no basis for any such action, suit or proceeding.
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Section 4.10. Absence ofCertain Relationships. To the best of the Seller’s knowledge, none of: (i) the Seller; (ii) any person controlling or controlled by the Seller; (iii) any person having a beneficial interest in the Seller; or (iv) any person for whom the Seller is acting as agent or nominee in connection with the purchase of the Company Shares:
(a) is a country, territory, individual or entity named on a list maintained by of the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), or a person or entity prohibited under the OFAC Programs. The Seller agrees to promptly notify the Company should the Seller become aware of any change in the information set forth in these representations; or
(b) is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
ARTICLE V
Registration Rights
Section 5.01 Demand RegistrationRights. The Company hereby agrees with the Seller or its permitted transferees (collectively, the “Holders”) that at any time after the Effective Time, upon the written notice of the Holders holding a majority of the Company Shares sold pursuant to this Agreement (the “Requesting Holders”), the Company shall, within forty-five (45) days of receipt of such written notice (the “Demand Notice”), file a registration statement under the Securities Act providing for the proposed resale of such Company Shares (the “Requested Shares”), all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Shares; provided that the Company shall not be obligated to effect any such registration under any one of the following conditions:
(a) After the Company has effected two (2) such registrations pursuant to this Section 5.01 and each such registration has been declared or ordered effective; or
(b) If any such Requesting Holders may dispose of shares of Registrable Securities pursuant to an effective registration statement under the Securities Act as in effect on the date hereof or any successor form under the Securities Act.
The Company shall not undertake, or be required to undertake, any action to qualify, register or list any securities on any exchange other than the exchange on which its securities are traded at the time.
In the event that updated financial statements are required to be included in such registration statement, the Company can, at its sole discretion, defer the filing date of the registration statement beyond the forty-five (45) days of receipt of the Demand Notice until ten days after the Company has filed an annual report on Form 20-F containing audited financial statements or furnished a report containing interim financial statements, as the case may be, and as may be required by SEC rules.
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Under no circumstances shall the Company be obligated to effect more than one (1) registration statement pursuant to a Demand Notice in any six (6) month period under this Section 4.01 with respect to any or all Registrable Shares.
The Company shall not be required to register any shares pursuant to this Section 5.01 or Section 5.02 which are not Registrable Shares. Registrable Shares shall mean and include the Company Shares issued as part of the transaction contemplated under this Agreement, provided, however, that Company Shares will cease to be Registrable Shares when (A) they have been (i) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (ii) disposed of pursuant to Rule 144 under the Securities Act (“Rule 144”), (B) they are or may be freely traded without registration pursuant to Rule 144, or (C) they have been otherwise transferred and new certificates for them not bearing a restrictive legend have been issued by the Company and the Company shall not have “stop transfer” instructions against them.
Section 5.02 “Piggyback”Registration Rights. The Company hereby agrees with the Holders that at any time after the Effective Time, if the Company shall determine to proceed with the preparation and filing of a new registration statement under the Securities Act in connection with a proposed offer and sale of any of its securities by it or any of its security holders (other than (a) a registration statement on Form F-4, S-8 or other limited purpose form), the Company will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such notice from the Company, the Company will, except as herein provided, cause all of the Company Shares covered by such request (the “Requested Piggyback Shares”) held by the Requesting Piggyback Holders to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part in connection with an underwritten offering by the Company or its securities, the Company may require that the Requested Piggyback Shares be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders; provided, that the representations by the Requesting Piggyback Holders shall be limited to matters relating to its ownership or the Company Shares being registered and related matters. If the managing underwriter of such public offering advises the Company that the inclusion of any or all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the number of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of piggyback registration rights with respect to the Company’s ordinary shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. Registration pursuant to this Section 5.02 shall not be deemed to be a demand registration as described in Section 5.01 above. The Company’s obligations under this Section 5.02 shall not apply to the Company Shares held by a Holder after the earlier of (a) three (3) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to an effective registration statement, and (c) such time as such shares held by a Holder are eligible for immediate resale pursuant to Rule 144.
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Section 5.03 RegistrationProcedures. To the extent required by Sections 5.01 and 5.02, the Company will:
(a) prepare and file with the SEC a registration statement with respect to such securities, and use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after the filing thereof;
(b) prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective;
(c) use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Requesting Holders may reasonably request, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;
(d) notify the Requesting Holders, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;
(e) prepare and file with the SEC, promptly upon the request of any Requesting Holders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holders (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the sale or other disposition of Registrable Shares held by such Requesting Holders;
(f) prepare and promptly file with the SEC and promptly notify such Requesting Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and
(g) advise the Requesting Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose.
It is a condition precedent to the obligations of the Company to take any action pursuant to this Article IV that the Requesting Holders shall cooperate with the Company in providing the information necessary to effect the registration of their Registrable Shares, including completion of customary questionnaires and furnishing of information regarding the Requesting Holders, the securities of the Company held by the Requesting Holders and intended method of sale or other disposition as shall be reasonably requested in writing by the Company. Failure to do so will at minimum result in exclusion of such Holders’ Registrable Shares from the registration statement.
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Section 5.04 Expenses. To the extent required by Sections 5.01 and 5.02:
(a) Subject to Section 5.04(b), with respect to any registration required pursuant to Sections 4.01 and 4.02 hereof, all reasonable fees, costs and expenses of and incidental to such registration, inclusion and public offering (as specified in paragraph (b) below) in connection therewith shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration process begun pursuant to this Section 5.04 if the registration request is subsequently withdrawn at the request of the Holders or any subset thereof, unless the Holders agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 5.01.
(b) The fees, costs and expenses of registration to be borne by the Company as provided in paragraph (a) above shall include, without limitation, all registration, filing, and FINRA fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified (except as provided in 5.04(a) above). Fees and disbursements of counsel and accountants for the Holders and any other expenses incurred by the Holders not expressly included above, including any underwriting discounts and selling commissions or other amounts payable to underwriter(s) or broker(s) in connection with the sale or other disposition of the Holders’ Company Shares, shall be borne by the Holders or the applicable Holders (as the case may be) on a pro rata basis.
ARTICLE VI
Acknowledgement; Waiver
Section 6.01 Acknowledgement;Waiver. Seller (i) acknowledges that the Company may possess or have access to material non-public information which has not been and will not be communicated to the Seller; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Company or any of the foregoing’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transactions contemplated by this Agreement, including without limitation, any such claims arising under the securities or other laws, rules and regulations, and (iii) is aware that each of the Company is relying on the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement.
ARTICLE VII
Miscellaneous
Section 7.01 Termination. This Agreement shall terminate on the earlier of (i) the date the Merger Agreement is terminated, and (ii) the last day by which the Parent must complete a Business Combination, which is presently October 28, 2025. In the case that this Agreement is terminated, Article V shall survive the termination.
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Section 7.02 Counterparts;Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.
Section 7.03 GoverningLaw. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall federal or state court sitting in the City, County and State of New York and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 7.04 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Seller hereby agrees that the Company is entitled to an injunction prohibiting any conduct by the Seller in violation of this Agreement and the Seller shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by the Company to enforce this Agreement, Seller waives its right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys' and experts' fees that such prevailing party may incur in connection with the enforcement of this Agreement.
Section 7.05 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 7.06 Binding Effect;Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
Section 7.07 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.
Section 7.08 Entire Agreement;Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.
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Section 7.09 *Further Assurances.*If at any time any of the parties hereto shall consider or be advised that any further documents or actions are necessary or desirable to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Company Shares or under or otherwise pursuant to this Agreement, the parties hereto shall execute and deliver such further documents or take such actions and provide all assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in or to the Company Shares or under or otherwise pursuant to this Agreement.
Section 7.10 Notice. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, with evidence of delivery, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service that provides evidence of delivery or attempted delivery, or (iv) three (3) business days (five (5) business days for overseas) after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):
| If to the Company at or prior to the Closing, to: | with a copy (which will not constitute notice) to: |
|---|---|
| i/c/o Aimfinity Investment Corp. I | Robinson & Cole LLP |
| 221 W 9th St, PMB 235 | Chrysler East Building |
| Wilmington, Delaware 19801 | 666 Third Avenue, 20th Floor |
| Attention: I-Fa Chang | New York, New York 10017 |
| E-mail: ivan@inkstonecapital.com | Attn: Arila Zhou |
| Email: azhou@rc.com | |
| With a copy to: | |
| Docter Inc. | Winston & Strawn LLP |
| 14F-7, 597 Jiuru 2nd Rd, Sanmin District | 800 Capitol Street, Suite 2400 |
| Kaohsiung City, Taiwan | Houston, TX 77002 |
| Attention: Hsin-Ming Huang | Attn: Mike Blankenship; Ben Smolij |
| Email: hsinming@docter.one | Email: mblankenship@winston.com; |
| bsmolij@winston.com | |
| If to the Company after the Closing: | |
| Inkwater Holding Inc. | Winston & Strawn LLP |
| 14F-7, 597 Jiuru 2nd Rd, Sanmin | 800 Capitol Street, Suite 2400 |
| District Kaohsiung City, Taiwan | Houston, TX 77002 |
| Attention: I-Fa Chang; Hsin-Ming Huang | Attn: Mike Blankenship; Ben Smolij |
| Email: ivan@inkstonecapital.com; | Email: mblankenship@winston.com; |
| hsinming@docter.one | bsmolij@winston.com |
Notice to the Seller shall be given to the address underneath the Seller’s name on the signature page hereto to the attention of the person who executed this Agreement on behalf of the Seller.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.
| COMPANY: | |
|---|---|
| AIMFINITY INVESTMENT MERGER SUB I | |
| By: | /s/<br> I-Fa Chang |
| Name: | I-Fa<br> Chang |
| Title: | Director |
| INKROCK HOLDING LIMITED | |
| By: | /s/<br> I-Fa Chang |
| Name: | I-Fa<br> Chang |
| Title: | Director |
| SELLER: | |
| By: | /s/<br> I-Fa Chang |
| Name: | I-Fa<br> Chang |
| Title: | |
| Email: | |
| Address<br> of Seller: |
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Exhibit A
Accredited Investor Questionnaire
☐ A natural person whose individual net worth or joint net worth with Seller’s spouse, at the time of this purchase exceeds $1,000,000. For the purposes of calculating joint net worth, joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly. (PLEASE NOTE: In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Units and is not in connection with the acquisition of the primary residence. In such cases, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Units, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth);
☐ A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with Seller’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
☒ A director or executive officer or manager of the Company.
☐ A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph, the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable. Note: The Commission will designate professional certifications or designations or credentials for purposes of this item, by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission’s website.
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☐ A natural person who is a “knowledgeable employee,” as defined in in rule 3c5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.
☐ A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
☐ A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements of a family office above and whose prospective investment in the issuer is directed by such family office.
☐ Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
☐ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934.
☐ Insurance company as defined in section 2(13) of the Securities Act.
☐ Investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.
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☐ Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.
☐ Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act.
☐ Any entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000. For the purposes this item, “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940.
☐ Any entity in which all of the equity owners are accredited investors (i.e., all of the equity owners meet one of the tests for an accredited investor^1^).
☐ Any Individual Retirement Account (IRA) for the benefit of an accredited investor^2^.
| ^1^ | If the Purchase is an accredited investor because all equity<br>owners are accredited investors, each equity owner should complete an<br>accredited investor questionnaire and should provide a copy of his or her license or passport. |
|---|---|
| ^2^ | The tests for an accredited investor who is an individual<br>are the first five tests on this Exhibit A. |
| --- | --- |
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Schedule 3.04
On or about September 15, 2015, the Company received a mortgage of $1,815,000 from Citi Bank, N.A., with a security interest of $1,815,000. placed on the property located on 7617 West Mercer Way, Mercer Island, Washington 98040. As of the date hereof, the remaining balance of the principal is $1,429,451.50.
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Exhibit 10.2
THIS PROMISSORY NOTE (“NOTE”) HASNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENTONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR ANOPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: US$55,823.8
Dated: May 28, 2025
New York, New York
FOR VALUE RECEIVED, Aimfinity Investment Corp. I (the “Maker” or the “Company”) promises to pay to the order of I-Fa Chang, a member and the manager of Aimfinity Investment LLC, or his assignees or successors in interest (the “Payee”), the principal sum of Fifty-Five Thousand, Eight Hundred and Twenty-Three Dollars, and Eighty Cent (US$55,823.8), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this note (the “Note”).
| 1. | Principal. The principal balance of this Note shall be payable by the Maker to the Payee upon the<br>date on which the Maker consummates the business combination (a “Business Combination”) as provided in the Agreement<br>and Plan of Merger, dated October 13, 2023, by and among the Maker, Aimfinity Investment Merger Sub I, a Cayman Islands subsidiary of<br>the Maker (the “PubCo”), Aimifnity Investment Merger Sub II, Inc., a Cayman Islands subsidiary of the PubCo (the “Merger<br>Sub), and Docter, Inc., a Delaware corporation (“Docter”), or the date of expiry of the term of the Maker, whichever is earlier<br>(such date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without<br>penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the<br>Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. |
|---|---|
| 2. | Conversion Rights. In the case that the Note remains outstanding when and if the Business Combination<br>is consummated, the Payee shall convert this Note, in whole or in part, into ordinary shares, par value $0.0001 per share, of the PubCo<br>(the “PubCo Shares”). The number of PubCo Shares to be received by the Payee in connection with such conversion shall<br>be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. |
| --- | --- |
| (a) | Fractional Shares. No fractional PubCo Shares will be issued upon conversion of this Note. In lieu<br>of any fractional PubCo Shares to which Payee would otherwise be entitled, the Maker will pay to Payee in cash the amount of the unconverted<br>principal balance of this Note that would otherwise be converted into such fractional PubCo Shares. |
|---|---|
| (b) | Effect of Conversion. If the Maker receives notice of the Payee’s intention to convert this<br>Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing<br>date. At its expense, the Maker will cause PubCo, upon receipt of such conversion notice, as soon as practicable after consummation of<br>a Business Combination, issue and deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate<br>or certificates for the number of PubCo Shares to which Payee is entitled upon such conversion (bearing such legends as are customary<br>pursuant to applicable state and federal securities laws), including a check payable to Payee for any cash amounts payable as a result<br>of any fractional PubCo Shares as described herein. |
| --- | --- |
1
| 3. | Interest. This Note does not carry any interest on the unpaid principal balance of this Note, provided,<br>that, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term<br>United States Treasury Bill rate, from the date on which such payment is due until the day on which all sums due are received by the Payee. |
|---|---|
| 4. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred<br>in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and<br>expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note. |
| --- | --- |
| 5. | Events of Default. The following shall constitute an event of default (each, an “Eventof Default”): |
| --- | --- |
| (a) | Failure to Make Required Payments. Failure by the<br>Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date. |
| --- | --- |
| (b) | Voluntary Bankruptcy, etc. The commencement by the<br>Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,<br>or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance<br>of any of the foregoing. |
| --- | --- |
| (c) | Involuntary Bankruptcy, etc. The entry of a decree<br>or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable<br>bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar<br>official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the<br>continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| --- | --- |
| (d) | Breach of Other Obligations. The Maker fails to perform<br>or comply with any one or more of its obligations under this Note. |
| --- | --- |
| (e) | Cross Default. Any present or future indebtedness<br>of the Maker in respect of moneys borrowed or raised becomes (or becomes capable of being declared) due and payable prior to its stated<br>maturity by reason of any event of default, or any such indebtedness is not paid when due or, as the case may be, within any applicable<br>grace period. |
| --- | --- |
| (f) | Enforcement Proceedings. A distress, attachment, execution<br>or other legal process is levied or enforced on or against any assets of the Maker which is not discharged or stayed within 30 days. |
| --- | --- |
| (g) | Unlawfulness and Invalidity. It is or becomes unlawful<br>for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to<br>be legal, valid, binding or enforceable. |
| --- | --- |
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| 6. | Remedies. |
|---|---|
| (a) | Upon the occurrence of an Event of Default specified in Section<br>5(a) and 5(d) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the<br>unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment,<br>demand, protest or other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in<br>the documents evidencing the same to the contrary. |
| --- | --- |
| (b) | Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), 5(e), 5(f) and 5(g) hereof,<br>the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately<br>become due and payable, in all cases without any action on the part of the Payee. |
| --- | --- |
| 7. | Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for<br>any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision<br>or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payee all such Taxes<br>so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note<br>received by the Payee after payment of all such Taxes shall be not less than the full amount provided hereunder. |
| --- | --- |
| 8. | Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment<br>for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections<br>in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of<br>any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,<br>from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time<br>for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any<br>writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
| --- | --- |
| 9. | Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance,<br>performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard<br>to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or<br>modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications<br>that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,<br>guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For<br>the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks<br>are open in China and New York for general banking business. |
| --- | --- |
| 10. | Notices. All notices, statements or other documents which are required or contemplated by this<br>Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service<br>to the address most recently provided in writing to such party or such other address as may be designated in writing by such party, (ii)<br>by fax to the number most recently provided to such party or such other fax number as may be designated in writing by such party, or (iii)<br>by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such<br>party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally,<br>(b) only if the receipt is acknowledged, the day after such receipt, if sent by fax or email, (c) the business day after delivery to an<br>overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified<br>mail. |
| --- | --- |
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| 11. | Construction. This Note shall be construed and enforced in accordance with the laws of New York,<br>without regard to conflict of law provisions thereof. |
|---|---|
| 12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any<br>jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating<br>the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable<br>such provision in any other jurisdiction. The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)<br>in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the<br>sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus<br>filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby<br>agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom<br>for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than<br>Trust Account Funds, if any. |
| --- | --- |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and<br>only with, the written consent of the Maker and the Payee. |
| --- | --- |
| 14. | Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for<br>the benefit of the Payee and its successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations<br>under this Note. The Payee may at any time without the consent of or notice to the Maker assign to one or more entities all or a portion<br>of its rights under this Note. |
| --- | --- |
[signature page follows]
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The Parties, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.
MAKER:
| Aimfinity Investment Corp. I | |
|---|---|
| By: | /s/ I-Fa Chang |
| Name: | I-Fa Chang |
| Title: | CEO and Chairman |
PAYEE:
I-Fa Chang
| By: | /s/ I-Fa Chang |
|---|
[signature page to the promissory note]
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Exhibit 99.1
Aimfinity Investment Corp. I Announces Transition from Nasdaqto OTC Markets and New Monthly Extension for Business Combination
Wilmington, DE, May 30, 2025 (GLOBE NEWSWIRE) -- Aimfinity Investment Corp. I (the “AIMA”) (Nasdaq: AIMTF), a special purpose acquisition company incorporated as a Cayman Islands exempted company, today announced that, in order to extend the date by which the Company mush complete its initial business combination from May 28, 2025 to June 28, 2025, on May 28, 2025, I-Fa Chang, manager of the sponsor of the Company, has deposited into its trust account (the “Trust Account”) an aggregate of $55,823.8, or for $0.05 per Class A ordinary share held by public shareholders (the “Monthly Extension Payment”).
Pursuant to the Company’s fourth amended & restated memorandum and articles of association (“Current Charter”), effectively January 9, 2025, the Company may extend on a monthly basis from January 28, 2025 until October 28, 2025 or such an earlier date as may be determined by its board to complete a business combination by depositing the Monthly Extension Payment for each month into the Trust Account. This is the fifth of nine monthly extensions sought under the Current Charter of the Company.
About Aimfinity Investment Corp. I
Aimfinity Investment Corp. I is a special purpose acquisition company (SPAC) focused on merging with high-growth potential businesses and facilitating their entry into the capital markets.
Additional Information and Where to Find It
As previously disclosed, on October 13, 2023, AIMA entered intothat certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “MergerAgreement”), by and between AIMA, Docter, Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-ownedsubsidiary of AIMA (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiaryof Purchaser (“Merger Sub”), pursuant to which AIMA is proposing to enter into a business combination with Docter involvingan reincorporation merger and an acquisition merger. This press release does not contain all the information that should be consideredconcerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision inrespect of the business combination. AIMA’s shareholders and other interested persons are advised to read, when available, the proxystatement/prospectus and the amendments thereto and other documents filed in connection with the proposed business combination, as thesematerials will contain important information about AIMA, Purchaser or Docter, and the proposed business combination. The proxy statement/prospectusand other relevant materials for the proposed business combination have been mailed to shareholders of AIMA as of the record date of February25, 2025, established for voting on the proposed business combination. Such shareholders will also be able to obtain copies of the proxystatement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov,or by directing a request to AIMA’s principal office at 221 W 9th St, PMB 235 Wilmington, Delaware 19801.
Forward-Looking Statements
This press release contains certain “forward-looking statements”within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934,as amended. Statements that are not historical facts, including statements about the proposed transactions described herein, and the parties’perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding theproposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction,integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, includingestimates for growth, the expected management and governance of the combined company, and the expected timing of the proposed transactions.The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressionsindicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to variousrisks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known orunknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i)risks related to the expected timing and likelihood of completion of the proposed business combination, including the risk that the transactionmay not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals notbeing obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for theconsummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risksrelated to the ability of AIMA and Docter to successfully integrate the businesses; (iii) the occurrence of any event, change or othercircumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a materialadverse change with respect to the financial position, performance, operations or prospects of AIMA or Docter; (v) risks related to disruptionof management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating tothe proposed transaction could have adverse effects on the market price of AIMA’s securities; (vii) the risk that the proposed transactionand its announcement could have an adverse effect on the ability of Docter to retain customers and retain and hire key personnel and maintainrelationships with their suppliers and customers and on their operating results and businesses generally; (viii) risks relating to themedical device industry, including but not limited to governmental regulatory and enforcement changes, market competitions, competitiveproduct and pricing activity; and (ix) risks relating to the combined company’s ability to enhance its products and services, executeits business strategy, expand its customer base and maintain stable relationship with its business partners.
A further list and description of risks and uncertainties can befound in the prospectus filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2022 relating to AIMA’sinitial public offering (File No. 333-263874), the annual report of AIMA on Form 10-K for the fiscal year ended on December 31, 2024,filed with the SEC on April 15, 2025, and in the final prospectus/proxy statement filed with the SEC on March 6, 2025 relating to theproposed transactions (File No. 333-284658) (the “Final Prospectus”), and other documents that the parties may file or furnishwith the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptionsprove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly,you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the datethey were made, and AIMA, Docter, and their subsidiaries or affiliates undertake no obligation to update forward-looking statements toreflect events or circumstances after the date they were made except as required by law or applicable regulation.
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Additional Information and Where to Find It
In connection with the proposed transactions described herein, Purchaserfiled the Final Prospectus with the SEC on March 6, 2025. The proxy statement and a proxy card has been mailed to AIMA’s shareholdersof record as of February 25, 2025. Shareholders of AIMA will also be able to obtain a copy of the Final Prospectus without charge fromAIMA. The Final Prospectus may also be obtained without charge at the SEC’s website at www.sec.gov. INVESTORS AND SECURITY HOLDERSOF AIMA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTIONWITH THE PROPOSED TRANSACTIONS THAT AIMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIONABOUT AIMA, DOCTER AND THE PROPOSED TRANSACTIONS.
Participants in the Solicitation
AIMA, Docter, and their respective directors, executive officers,other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of AIMA’sshareholders in connection with the proposed transactions described herein. Information regarding the persons who may, under SEC rules,be deemed participants in the solicitation of AIMA’s shareholders in connection with the proposed business combination is set forthin the Final Prospectus.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of aproxy, consent or authorization with respect to any securities or in respect of any potential transaction and does not constitute an offerto sell or a solicitation of an offer to buy any securities of AIMA, Purchaser or Docter, nor shall there be any sale of any such securitiesin any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification underthe securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirementsof Section 10 of the Securities Act or an exemption therefrom.
Contact:
(425) 365-2933
221 W 9th St, PMB 235
Wilmington, Delaware 19801
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