AIMTF 10-K
Aimfinity Investment Corp. I (AIMTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
or
For the transition period from __________ to __________.
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The | ||||
| The | ||||
| The | ||||
| The | ||||
| The |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the Registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the Registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the ordinary shares
held by non-affiliates of the registrant, computed as of June 30, 2024 (the last business day of the registrant’s most recently
completed second fiscal quarter) was $
As
of April 14, 2025, there were
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:
| ● | our ability to complete an initial business combination; |
| ● | our expectations around the performance of prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | our pool of prospective target businesses; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance following our initial public offering. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward- looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ii
PART I
References in this report to “we,” “our,” “us” or the “Company” refer to Aimfinity Investment Corp. I. References to our “management” or our “management team” refer to our current officers and directors, and references to the “sponsor” refer to Aimfinity Investment LLC. References to “founder shares” are to shares of our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A ordinary shares issued upon the conversion thereof as provided herein, and references to “initial shareholders” are to holders of our founder shares prior to our initial public offering and any transferees of such founder shares.
Item 1. Business.
General
We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.
On April 28, 2022, we consummated our initial public offering (the “IPO”) of 8,050,000 units, which included 1,050,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option (the “Units”), each Unit consisting of one Class A ordinary share of the Company (“Class A Ordinary Share”), par value $0.0001 per share (the “public shares”), one Class 1 redeemable warrant (the “Class 1 Warrant”) and one-half of one Class 2 redeemable warrant (the “Class 2 Warrant”) of the Company (each, a “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $80,500,000. Simultaneously with the closing of the IPO, we consummated a private placement (the “Private Placement”) with our sponsor, of an aggregate of 492,000 units (the “Private Placement Units”) (including 42,000 Private Placement Units purchased pursuant to the full exercise by the underwriters of their over-allotment option) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,920,000. Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”), one Class 1 Warrant, and one-half of one Class 2 Warrant. The terms and provisions of the warrants in the Private Placement Units (together, the “Private Placement Warrants”) are identical to the Public Warrants, except that, subject to certain limited exceptions, they are subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. On April 28, 2022, a total of $82,110,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s public shareholders at a U.S. based trust account, with U.S. Bank, National Association, acting as trustee.
The Class 1 Warrant and Class 2 Warrants have similar terms, except that the Class 1 Warrants separated and began separate trading on June 16, 2022 (the 52nd day following the effective date of the IPO). Holders have the option to continue to hold the Units or separate the Class 1 Warrants from the Units. Separation of the Class 1 Warrants from the Units will result in new units consisting of one Class A ordinary share and one-half of one Class 2 Warrant (the “New Units”). Holders will need to have their brokers contact the Company’s transfer agent in order to separate the Units into Class 1 Warrants and New Units consisting of one Class A ordinary share and one-half of one Class 2 Warrant. Additionally, the Units and the New Units will automatically separate into their component parts and will not be traded after completion of the initial business combination.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s memorandum and articles of association (the “Charter”) effective at the time (a) to modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with any proposed initial business combination or to redeem 100% of the Company’s public shares if it does not complete its initial business combination by the deadline it needs to complete its initial business combination pursuant to the Charter (the “Combination Period”), or (b) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination by the Combination Period, subject to applicable law.
1
We focus on identifying unique business concepts with high-performing organizations that have both aspirations to accelerate growth and create enduring value within the technology, hospitality or consumer services sector. While we are limited to a particular industry or geographic region in our identification and acquisition of a target company, we focus on technology, consumer and hospitality and will not complete our initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau).
Management Change
We were incorporated as a Cayman Islands exempted company on July 26, 2021. On the same date, Jing Cao and Qiang Wang were appointed as directors of the Company. On November 26, 2021, Jing Cao was also appointed as the Chief Executive Officer of the Company. On April 25, 2022, the registration statement of the Company’s IPO was declared effective by the Securities and Exchange Commission (the “SEC”). On the same date, Joshua Gordon, James J. Long and Xin Wang became directors of the Company. Nicholas Torres III was appointed as the Chief Financial Officer of the company on the same date.
On March 17, 2023, all of our directors and officers resigned from their respective positions. There was no known disagreement with any of the Company’s outgoing directors on any matter relating to the Company’s operations, policies or practices. Concurrently with the resignations, the Company, by ordinary resolution of the holders of the Class B ordinary shares of the Company, or the “founder shares”, appointed I-Fa Chang as sole director of the board of directors (the “Board”). On the same day, I-Fa Chang, exercising his authority as the sole director of the Board, appointed four new members to the Board to fill such vacancies, consisting of Kevin Vassily as a Class I director, Hanzhong (Han) Li and Teng-Wei Chen as Class II directors, and Xuedong (Tony) Tian as a Class III director, effective immediately. The Board then appointed Mr. Chang as the Chairman and Chief Executive Officer of the Company, and Mr. Tian as the Chief Financial Officer of the Company, effectively immediately. The Board further designated Mr. Chang as a Class III director.
All of our current officers and directors are U.S. citizens except that I-Fa Chang and Teng-Wei Chen are Taiwan citizens. We do not believe that our officers, directors, sponsor and members of our sponsor have significant ties to China, except that our CFO, Mr. Tian, and our director, Dr. Li, lived in China more than twenty years ago. However, both Mr. Tian and Dr. Li are U.S. citizens and have spent their professional career in the United States (with the exception that Dr. Li worked as the CFO of a pharmaceutical company in China from 2017 to 2018). As we disclose in our Prospectus that we will not complete our initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau), we do not believe the historical path of one officer and one director will result in a material change in our search for a target company and the value of the securities that we are registering for sale. However, we cannot predict the perception from potential target companies or the market, it is uncertain whether that would make us a less attractive partner to a non-China-based target company and such perception may potentially limit or negatively impact our search for an initial business combination.
On March 17, 2023, in connection with the management change, the sponsor initiated a distribution of 280,000 founder shares and 492,000 Private Placement Units of the Company held by the sponsor to Imperii Strategies LLC, Aimfinity Investment & Co., and Yuming Investments LLC, all existing members of the sponsor at that time, and entered into a repurchase agreement with Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, then directors and officers of the Company, to transfer 10,000 founder shares each to the sponsor, as a result of which, the sponsor directly held 1,692,500 founder shares as of March 17, 2023. The sale and repurchase of the founder shares and the distributions were made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
Sponsor Membership Change
On January 19, 2024, pursuant to certain membership interest purchase and transfer agreement, Mr. Chang, then holder of 100% of Membership Interests in the Sponsor, sold 2.954% of the Membership Interests of the Sponsor he held, which entitles the holder to receive distribution of 50,000 founder shares currently held under the Sponsor, to Mr. Chun-Cheng Su, a Taiwanese citizen, for 10,000,000 New Taiwan Dollar (approximately USD 319,000). On the same date, pursuant to certain membership interest purchase and transfer agreement, Mr. Chang also sold 5.908% of the Membership Interests of the Sponsor he held, which entitles the holder to receive distribution of 100,000 founder shares currently held under the Sponsor, to Mr. Xuedong (Tony) Tian, our CFO and director, for USD1,242. The sale and repurchase of the membership interests were made pursuant to exemptions from registration contained in Section 4(a)(2) of the Securities Act.
2
Extraordinary General Meetings and Extensions
First EGM and Extension
Under our then-effective amended and restated memorandum and articles of association, we would have until July 28, 2023 (or January 28, 2024 if we extend the period of time to consummate an initial business combination) to consummate an initial business combination. On July 27, 2023, we held an extraordinary general meeting of shareholders (the “First EGM”). At the First EGM, our shareholders, by special resolution, approved the proposal to amend our then effective amended and restated memorandum and articles of association to (i) allow us until July 28, 2023 to consummate an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to April 28, 2024, by depositing to our Trust Account the amount lesser of (i) $85,000 for each one-month extension or (ii) $0.04 for each AIMA Public Share for each one-month extension (the “First EGM Extension Payment”). Under Cayman Islands law, the second amend and restated memorandum and articles of association took effect immediately upon approval of the proposal by the shareholders at the First EGM. On July 27, 2023, we also filed the second amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. Pursuant to the second amended and restated memorandum and articles of association, we may, at the request of the Sponsor and by approval of our board of directors, elect to extend the Combination Period up to nine times, each by an additional one-month period, for a total of up to nine months to April 28, 2024, by depositing to the Trust Account the First EGM Extension Payment for each monthly extension sought under the second amended and restated memorandum and articles of association.
In connection with the votes to approve the proposals, the public holders (the “Public Shareholders”) of the Public Shares were afforded with an opportunity to redeem their Public Shares. As a result, 4,076,118 Public Shares of Aimfinity were rendered for redemption. In connection with the redemptions, all 4,076,118 AIMA New Units submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, have been cancelled.
Between July 28, 2023 to March 28, 2024, an aggregate of $765,000 have been deposited into the Trust Account for the Public Shareholders, resulting in nine extensions of the period of time Aimfinity has to consummate the initial business combination by nine one-month periods from July 28, 2023 to April 28, 2024.
In connection with the nine monthly extensions, we issued nine unsecured promissory notes (each an “First EGM Note”), each of $85,000 to I-Fa Chang, as sole member and manager the Sponsor, to evidence the payments made for the nine monthly extensions.
Each of the First EGM Notes is of the same terms. Each First EGM Notes bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the our initial business combination or (ii) the date of expiry of the term of Aimfinity (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the our obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against us; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the First EGM Note may be accelerated.
The payee of the First EGM Notes, Mr. Chang, has the right, but not the obligation, to convert the First EGM Notes, in whole or in part, respectively, into private placement units, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the initial business combination. The number of Private Placement Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
The issuance of the First EGM Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
3
Second EGM and Extension
Under our then-effective second amended and restated memorandum and articles of association, we would have until April 28, 2024, 24 months after the closing of the IPO, to consummate an initial business combination. On April 23, 2024, we held an extraordinary general meeting of shareholders (the “Second EGM”). At the Second EGM, our shareholders, by special resolution, approved the proposal to amend our then effective second amended and restated memorandum and articles of association to (i) allow us until April 28, 2024 to consummate an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to January 28, 2025, by depositing to our Trust Account the amount lesser of (i) $60,000 for each one-month extension or (ii) $0.035 for each AIMA Public Share for each one-month extension (the “Second EGM Extension Payment”). Under Cayman Islands law, the third amend and restated memorandum and articles of association took effect immediately upon approval of the proposal by the shareholders at the Second EGM. On April 27, 2024, we also filed the third amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. Pursuant to the third amended and restated memorandum and articles of association, we may, at the request of the Sponsor and by approval of our board of directors, elect to extend the Combination Period up to nine times, each by an additional one-month period, for a total of up to nine months to January 28, 2025, by depositing to the Trust Account the Second EGM Extension Payment for each monthly extension sought under the third amended and restated memorandum and articles of association.
In connection with the votes to approve the proposals, the Public Shareholders were afforded with an opportunity to redeem their Public Shares. As a result, 860,884 Public Shares of Aimfinity were rendered for redemption. In connection with the redemptions, all 860,884 AIMA New Units submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, have been cancelled.
Between April 2024 and December 2024, an aggregate of $540,000 have been deposited into the Trust Account for the Public Shareholders, resulting in nine extensions of the period of time Aimfinity has to consummate the initial business combination by nine one-month periods from April 28, 2024 to January 28, 2025.
In connection with the nine monthly extensions, we issued nine unsecured promissory notes (each an “Second EGM Note”), each of $60,000 to I-Fa Chang, as sole member and manager the Sponsor, to evidence the payments made for the nine monthly extensions. Each of the Second EGM Notes is of the same terms with the First EGM Note, except that the amount differs between a Second EGM Note and a First EGM Note.
The issuance of the Second EGM Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Third EGM and Extension
Under our then-effective third amended and restated memorandum and articles of association, we would have until January 28, 2025, 33 months after the closing of the IPO, to consummate an initial business combination. On January 9, 2025, we held an extraordinary general meeting of shareholders (the “Third EGM”). At the Third EGM, our shareholders, by special resolution, approved the proposal to amend our then effective third amended and restated memorandum and articles of association to (i) allow us until January 28, 2025 to consummate an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to October 28, 2025, by depositing to our Trust Account the amount lesser of (i) $0.05 for each AIMA Public Share for each one-month extension (the “Third EGM Extension Payment”). Under Cayman Islands law, the fourth amend and restated memorandum and articles of association took effect immediately upon approval of the proposal by the shareholders at the Third EGM. On January 14, 2025, we also filed the fourth amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. Pursuant to the fourth amended and restated memorandum and articles of association, we may, at the request of the Sponsor and by approval of our board of directors, elect to extend the Combination Period up to nine times, each by an additional one-month period, for a total of up to nine months to October 28, 2025, by depositing to the Trust Account the Third EGM Extension Payment for each monthly extension sought under the fourth amended and restated memorandum and articles of association.
4
In connection with the votes to approve the proposals, the Public Shareholders were afforded with an opportunity to redeem their Public Shares. As a result, 1,996,522 Public Shares of Aimfinity were rendered for redemption. In connection with the redemptions, all 1,996,522 AIMA New Units submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, have been cancelled.
Between January 2025 and March 2025, an aggregate of $167,471 have been deposited into the Trust Account for the Public Shareholders, resulting in three extensions of the period of time Aimfinity has to consummate the initial business combination by nine one-month periods from January 28, 2025 to April 28, 2025.
In connection with the nine monthly extensions, we issued three unsecured promissory notes (each an “Third EGM Note”), each of $55,823.8 to I-Fa Chang, as sole member and manager the Sponsor, to evidence the payments made for the nine monthly extensions. Each of the Third EGM Notes is of the same terms with the First EGM Note, except that the amount differs between a Third EGM Note and a First EGM Note.
The issuance of the Third EGM Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Docter Business Combination
On October 13, 2023, we entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), pursuant to which (a) we will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Docter Business Combination”). Following consummation of the Docter Business Combination (the “Closing”), Purchaser will be a publicly traded company (Purchaser is sometimes referred to herein as “PubCo”, upon and following the consummation of the Reincorporation Merger). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Since 2016, Docter, along with its subsidiary, Horn Enterprise Co., Ltd., has been developing a non-invasive blood sugar trend monitoring technology, alleviating the necessity for blood sampling. Docter operates Docter brand watches and employs Docter Cloud platform technologies to facilitate health monitoring, vascular elasticity tracking, and myocardial infarction prediction. Additionally, Docter has made investments in the development of biological radar wave technology to cater to those requiring long-term care or individuals experiencing sub-optimal health. In addition, Docter has recently announced that it has signed a Memorandum of Understanding (MOU) with Harvard Medical School for the purchase of 10,000 Docter watches. These watches will be utilized in a Harvard Medical School Long Covid research project, highlighting the growth potential of Docter’s technology in advanced medical research.
Immediately prior to the Reincorporation Merger Effective Time (defined below), we will have the issued and outstanding securities of (i) full Units, each consisting of one Class 1 Warrant and one New Unit, (ii) New Units, each consisting of one Class A Ordinary Share and one-half of one Class 2 Warrant, (iii) Class A Ordinary Shares, (iv) class B ordinary shares of the Company, par value $0.0001 (“Class B Ordinary Shares”), (v) Class 1 Warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share, (vi) Class 2 Warrants of Parent, each exercisable for one Parent Class A Ordinary Share at an exercise price of $11.50 per share. The Units are currently listed on Nasdaq under symbol “AIMAU,” the New Units are currently listed on Nasdaq under symbol “AIMBU,” and the Class 1 Warrants are currently traded on Nasdaq under symbol “AIMAW.” However, the New Units will not separate into Class A Ordinary Shares and Class 2 Warrants, and Class A Ordinary Shares and Class 2 Warrants will not trade separately, unless and until the Closing. As provided in our IPO prospectus dated April 26, 2022 and the warrant agreement of April 25, 2022 between Parent and VStock Transfer, LLC (“Vstock,”) (as amended, the “Parent Warrant Agreement”), the holders of our New Units will forfeit their Class 2 Warrants in the event that they elect to redeem the Class A Ordinary Shares underlying the New Units in connection with the Docter Business Combination.
5
At the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), (i) each issued and outstanding Unit will automatically separate into one Class 1 Warrant and one New Unit (the “Separation of the Units”), (ii) upon the Separation of the Units, each issued and outstanding New Unit (except for Class 2 Warrants attached to the Class A Ordinary Shares that are redeemed prior to the Reincorporation Effective Time, which Class 2 Warrants will expire upon such redemption) will automatically separate into one Class A Ordinary Share and one-half of one Class 2 Warrant, (iii) each issued and outstanding Class A or Class B Ordinary Share will be converted automatically into one ordinary share of PubCo (each, “PubCo Ordinary Share”), and (iv) each issued and outstanding Class 1 or Class 2 Warrant shall be converted automatically into one redeemable warrant of PubCo, exercisable for one PubCo Ordinary Share at an exercise price of $11.50 (each, “PubCo Warrant”). Each of our issued and outstanding securities will automatically be cancelled and cease in existence and trading with respect to our securities and converted into applicable securities of PubCo except as provided in the Merger Agreement or under operation of Law.
Merger Consideration
At the effective time of the Acquisition Merger (the “Effective Time”), by virtue of the Acquisition Merger and without any action on the part of the Company, PubCo, Merger Sub, Docter or the stockholders of Docter immediately prior to the Effective Time (collectively, the “Pre-Closing Docter Stockholders”), each Docter Stockholder’s shares of common stock of Docter (“Docter Shares”) issued and outstanding immediately prior to the Effective Time (except certain excluded shares) will be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares (as defined herein) as set forth in the Closing Consideration Spreadsheet on a pro rata basis based on the number of Docter Shares held by them as of immediately prior to the Effective Time. “Closing Payment Shares” means 6,000,000 PubCo Ordinary Shares, equivalent in value to the sum of $60,000,000 divided by $10.00 per share.
Earnout
Up to an additional 2,500,000 PubCo Ordinary Shares may be issued to the Pre-Closing Docter Stockholders as contingent post-closing earnout consideration (the “Earnout Shares”). The Earnout Shares will be issued as below:
| (i) | 1,000,000 Earnout Shares will be issued to each Pre-Closing Docter Stockholders on a pro rata basis if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with the U.S. GAAP as filed with the SEC; and |
| (ii) | 1,500,000 Earnout Shares will be issued to each Pre-Closing Docter Stockholders on a pro rata basis if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2026 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2026 prepared in accordance with U.S. GAAP as filed with the SEC. |
Related Agreements
Company Support Agreement
Contemporaneously with the execution of the Merger Agreement, certain Docter Stockholders entered into a support agreement pursuant to which such Docter Stockholders agree to, among other things, vote in favor of the Merger Agreement and the transactions contemplated therein.
Sponsor Support Agreement
Contemporaneously with the execution of the Merger Agreement, the Sponsor entered into a letter agreement pursuant to which such the Sponsor agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated therein.
6
Lock-Up Agreements
At or prior to the Closing, the Purchaser will enter into lock-up agreements (the “Lock-up Agreements”) with any stockholder who will hold more than 5% of the issued and outstanding PubCo Ordinary Shares upon the Closing, the Sponsor, directors and officers of the Company, and any affiliates of the foregoing. Pursuant to the Lock-Up Agreements, such parties will, subject to certain customary exceptions, agree not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any Purchaser ordinary shares held by them until the date that is one year after the date of the Closing.
Extraordinary General Meeting for the Approval of the Docter Business Combination
On March 6, 2025, the Registration Statement on Form F-4 (File No. 333-284658), filed publicly by the Purchaser on February 3, 2025, was declared effective by the SEC (the “F-4”).
On March 27, 2025, the Company held an extraordinary general meeting of the shareholders (the “Business Combination EGM”) in connection with the Docter Business Combination. 3,079,628 Ordinary Shares, or approximately 85%, were represented in person or by proxy at the Business Combination EGM.
At the Business Combination EGM, the shareholders approved each of the proposals presented in connection with the Docter Business Combination.
In connection with the Business Combination EGM, 1,077,957 Class A ordinary share were tendered by public shareholders for redemption.
Transaction Financing
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.
Backstop Agreement
On October 16, 2024, the Company, Purchaser, and Family Inheritance Consulting (H.K.) Limited (“Backstop Investor”), entered into a certain backstop agreement, under which the Backstop Investor agrees to purchase, and the Investor agrees to purchase, at the request of the Company, Class A ordinary shares, par value $0.0001 per share, of the Company, at a price of $10.00 per share in the aggregated purchase price (the “Purchase Price”) no less than the minimum amount of cash (the “Commitment”) resulting in the net tangible assets of the Purchaser upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its amended and restated memorandum and articles of association (the “Redemption Requests”), if and only if the Company reasonably believes that redemptions by public shareholders of the Company in connection with the Business Combination will result in the net tangible assets of the Purchaser upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests. In connection with such purchase, the Investor waives redemption rights associated with the purchased shares, and shall receive the same numbers of ordinary shares of the Purchaser, par value $0.0001 per share, upon the closing of the Business Combination.
Conversion of Working Capital Notes and Extension Notes of AIMA
As of the date hereof, the Company has issued three promissory notes (the “Working Capital Notes”) to Mr. Chang (the manager and designee of the sponsor of the Company): one on December 8, 2023, for up to $500,000, to be used for a portion of the Company’s working capital, one on April 8, 2024, for up to $500,000, to be used for a portion of the Company’s working capital, and one on October 21, 2024, for up to $1,500,000, to be used for a portion of the Company’s working capital. As of February 28, 2025, an aggregate of $1,202,852 of working capital loans have been provided by Mr. Chang under the Working Capital Notes, and it is expected that further working capital loans may be provided by Mr. Chang under the Working Capital Notes before the closing of the Docter Business Combination.
In addition, as of the date hereof, the Company has issued: (x) 9 First EGM Extension Notes; (y) 9 Second EGM Extension Notes; and (z) 3 Third EGM Extension Notes (together with the First EGM Extension Notes and the Second EGM Extension Notes, the “Extension Notes”), pursuant to which Mr. Chang deposited $55,823.80 for each month to the Trust Account, to allow the Company to extend its deadline for completing an initial business combination for 3 one-month extensions from January 28, 2025 to April 28, 2025.
Pursuant to the Merger Agreement, up to $1,500,000 of the Working Capital Notes or Extension Notes may be converted into Private Units, each of which is the same as the private placement units sold in the private sales consummated simultaneously with the initial public offering of the Company, as described in the Final Prospectus.
7
As part of the transaction financing, on April 8, 2025, the Company, Purchaser, Docter, and Mr. Chang, as the holder of the Working Capital Notes and the Extension Notes, entered into an exchange agreement (the “AIMA Exchange Agreement”), pursuant to which all $1,472,471.40 under the Extension Notes and $27,528.60 under the Working Capital Notes will be converted into 150,000 Private Units of the Company, and the remaining balance of the Working Capital Notes, including any working capital loans that may be provided prior to the closing of the Business Combination, less $27,528.60, will be exchanged for such number of Purchaser ordinary shares, par value $0.0001 per share (“Purchaser ordinary shares”), at a conversion price of $10.00 per share. The Private Units are issued pursuant to the exemption from registration under Section 4(a)(2) of the Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Conversion of Outstanding Loans of Docter
As part of the transaction financing, on April 8, 2025, Purchaser, Docter, and Horn Enterprise Co., Ltd. (“Horn Enterprise”), the wholly-owned subsidiary of Docter, entered into two separate exchange agreements (the “Docter Exchange Agreements”) with Mr. Hsin-Ming Huang, CEO of Docter and Horn Enterprise, and Ms. Yi-Jun Ye, a Taiwanese national, respectively, each of which had previously loaned funds to Docter and/or Horn (the “Docter Note Holders”), pursuant to which the Docter Note Holders agree to convert all outstanding principal and interest of loans owed by Docter or Horn Enterprise as of the closing of the Business Combination into such number of Purchaser ordinary shares, par value $0.0001 per share, at a conversion price of $10.00 per share. The Purchaser ordinary shares will be issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.
Redemption Rights for Public Shareholder upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
| ● | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
| ● | file proxy materials with the SEC. |
8
Submission of Our Initial Business Combination to a Stockholder Vote
In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, assuming our initial shareholders continue to own the shares they currently own, we would not need any additional shares to be voted in favor of a transaction, in order to have such initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitation on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
9
Redemption of Public Shares and Liquidation if No Initial Business Combination
Under memorandum and articles of association effective as of the date hereof, we currently have until April 28, 2025 (or up to October 28, 2025, if all monthly extensions are sought) to consummate our initial business combination. If we have not consummated an initial business combination within such prescribed time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within the Combination Period. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Corporate Information
Our executive offices are located at 221 W 9th St, PMB 235, Wilmington, Delaware 19801 since March 2023, and our telephone number is 425-365-2933. We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us at by telephone at 425-365-2933.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other initial business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than a typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
10
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder approval of a proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Competition
In identifying, evaluating and selecting a target business for our initial business combination, we have encountered, and expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and potential future dilutions that our outstanding warrants represent, which may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 221 W 9th St, PMB 235, Wilmington, Delaware 19801 since March 2023. Previously, we maintained our executive offices at 1 Rockefeller Plaza, 11th Floor, New York, New York 10022 between our inception and March 2023. We consider our current office space adequate for our current operations.
11
Employees
We currently have two executive officers, our Chief Executive Officer and Chairman, I-Fa (Ivan) Chang, our Chief Financial Officer and Director, Xuedong (Tony) Tian The two individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:
| ● | We are a blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
| ● | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
| ● | Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
| ● | If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
| ● | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination. |
| ● | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
| ● | The ability of our shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
| ● | The ability of our shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
| ● | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders. |
| ● | We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. |
| ● | If the net proceeds of the IPO and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate until January 28, 2025 or such later deadline, if the Charter Amendment is approved, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
12
| ● | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
| ● | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or Public Warrants. |
| ● | If a public shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
| ● | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
| ● | Our shareholders will not be entitled to protections normally afforded to investors of many other blank check companies. |
| ● | We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. |
| ● | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
| ● | We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. |
| ● | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders. |
| ● | We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
| ● | The current economic downturn may lead to increased difficulty in completing our business combination. |
| ● | Recent volatility in capital markets may affect our ability to obtain financing for our business combination through sales of our ordinary shares or issuance of indebtedness. |
| ● | Military conflict in Ukraine or elsewhere may lead to increased and price volatility for public traded securities, which could make it difficult for us to consummate the initial business combination. |
For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our registration statement on Form S-1 (File No. 333-263874) filed in connection with our IPO, our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on April 17, 2023, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC on April 12, 2024 (as amended), and in the proxy statement/prospectus in connection with the Docter Business Combination on the Form F-4 filed with the SEC on February 3, 2025 (File No. 333-284658, the “F-4”).
13
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.
As of the date of this report,
we have
Item 2. Properties.
We do not own or lease any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 221 W 9th St, PMB 235, Wilmington, Delaware 19801 since March 2023. We consider our current office space adequate for our current operations.
Item 3. Legal Proceedings.
To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us, any of our officers or directors in their capacity as such or against any of our property.
Item 4. Mine Safety Disclosures.
Not applicable.
14
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our units, new units, Class A ordinary shares, warrants are each traded on The Nasdaq Stock Market LLC under the symbols “AIMAU,” “AIMBU,” “AIMA,” “AIMAW,” respectively. Our units commenced public trading on April 26, 2022, and our new units and class 1 warrants commenced separate public trading on June 16, 2022.
Holders
On December 31, 2024, there were 3 holders of record of our units, 1 holder of record of our new units, 1 holder of record of our Class A ordinary shares, 1 holder of record of our Class 1 warrants, and 6 holders of record of our founder shares.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
In December 2021, we issued an aggregate of 2,875,000 founder shares to our sponsor in exchange for a payment of $25,000 from our sponsor to cover for certain expenses on behalf of us, or approximately $0.009 per share. On March 18, 2022, our sponsor surrendered to the Company for cancellation 862,500 Class B ordinary shares for no consideration, resulting in our initial shareholders holding an aggregate of 2,012,500 Class B ordinary shares, or approximately $0.012 per share. On March 29, 2022, the sponsor transferred 20,000 founder shares to Nicholas Torres III, then Chief Financial Officer of the Company, and 60,000 founder shares to Xin Wang, Joshua Gordon and James J. Long, then independent directors of the Board.
On April 28, 2022, we consummated the Private Placement, with our sponsor and the underwriters, of an aggregate of 492,000 Private Placement Units (including over-allotment of 42,000 units) at a purchase price of $10.00 per Private Placement Unit, to the sponsor, generating gross proceeds to the Company of $4,920,000. On March 17, 2023, the sponsor initiated a distribution of all 492,000 Private Placement Units of the Company held by the sponsor to Imperii Strategies, LLC, Aimfinity & Co. Ltd., and Yuming Investments LLC, its then existing members, all of which are permitted transferees of the Private Placement Units. The private placement warrants in the Private Placement Units are substantially similar to the Public Warrants, except that if held by the sponsor or its permitted transferees, they may be exercised for cash or on a cashless basis and subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Private Placement Warrants Purchase Agreement. The issuances and sale of the Private Placement Warrants was made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
On March 17, 2023, the sponsor initiated a distribution of 280,000 founder shares held under its record to Imperii Strategies, LLC, Aimfinity & Co. Ltd., and Yuming Investments LLC, its then existing members, all of which are permitted transferees of the founder shares. On the same date, it entered into a repurchase agreement with Nicholas Torres III, Xin Wang, Joshua Gordon and James J. Long, each of which agreed to sell 10,000 founder shares back to the sponsor. The sale and repurchase of the founder shares were made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
On January 19, 2024, pursuant to certain membership interest purchase and transfer agreement, Mr. Chang sold 2.954% of the Membership Interests of the Sponsor he held, which entitles the holder to receive distribution of 50,000 founder shares currently held under the Sponsor, to Mr. Chun-Cheng Su, a Taiwanese citizen, for 10,000,000 New Taiwan Dollar (approximately USD 319,000 as of the date thereof). On the same date, pursuant to certain membership interest purchase and transfer agreement, Mr. Chang also sold 5.908% of the Membership Interests of the Sponsor he held, which entitles the holder to receive distribution of 100,000 founder shares currently held under the Sponsor, to Mr. Xuedong (Tony) Tian, our CFO and director, for USD1,243. The sale and repurchase of the membership interests were made pursuant to exemptions from registration contained in Section 4(a)(2) of the Securities Act.
15
Use of Proceeds from the Initial Public Offering
On April 28, 2022, we consummated our IPO of 8,050,000 Units, which included 1,050,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $80,500,000. US Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC acted as the underwriters of the IPO. The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (No. 333-263874). The SEC declared the registration statement effective on April 25, 2022.
On April 28, 2022, a total of $82,110,000 of the net proceeds from the IPO and the sale of the Private Placement Units was deposited in the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account and are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund and meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us,” “Aimfinity,” or “we” refer to Aimfinity Investment Corp. I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview
Aimfinity Investment Corp. I is a blank check company incorporated on July 26, 2021 (inception) as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “initial business combination”). Aimfinity intends to effectuate our initial business combination using cash from the proceeds of Aimfinity’s initial public offering (the “IPO”) and the sale of its shares, debt or a combination of cash, equity and debt. Aimfinity expects to continue to incur significant costs in the pursuit of its acquisition plans. Aimfinity cannot assure you that its plans to complete an initial business combination will be successful.
Our Initial Public Offering
On April 28, 2022, Aimfinity consummated its IPO of 8,050,000 units, which included 1,050,000 Public Units issued pursuant to the full exercise by the underwriters of their over-allotment option, with each Public Unit consisting of one AIMA Class A Ordinary Share, one AIMA Class 1 Warrants and one-half of one AIMA Class 2 Warrants, with each whole AIMA Class 1 or Class 2 Warrant entitling the holder thereof to purchase one AIMA Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $80,500,000. Simultaneously with the closing of the IPO, Aimfinity consummated a Private Placement with the Sponsor of an aggregate of 492,000 Private Placement Units (including 42,000 Private Placement Units purchased pursuant to the full exercise by the underwriters of their over-allotment option) at a price of $10.00 per Private Placement Unit, generating gross proceeds to Aimfinity of $4,920,000. Each Private Placement Unit consists of one AIMA Class A Ordinary Share, one AIMA Class 1 Warrant, and one-half of one AIMA Class 2 Warrant. The terms and provisions of the Private Placement Warrants are identical to the Public Warrants, except that, subject to certain limited exceptions, they are subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. On April 28, 2022, a total of $82,110,000 of the net proceeds from the IPO and the Private Placement was deposited in the Trust Account established for the benefit of Aimfinity’s Public Shareholders at a U.S. based Trust Account, with U.S. Bank, National Association, acting as trustee.
16
The AIMA Class 1 Warrants and AIMA Class 2 Warrants have similar terms, except that the AIMA Class 1 Warrants separated and began separate trading on June 16, 2022 (the 52nd day following the effective date of the IPO). Holders have the option to continue to hold the Public Units or separate the AIMA Class 1 Warrants from the Public Units. Separation of the Class 1 Warrants from the Public Units will result in new units consisting of one AIMA Class A Ordinary Share and one-half of one AIMA Class 2 Warrant. Holders will need to have their brokers contact the Company’s transfer agent in order to separate the Public Units into AIMA Class 1 Warrants and AIMA New Units consisting of one AIMA Class A Ordinary Share and one-half of one AIMA Class 2 Warrant. Additionally, the Public Units and the AIMA New Units will automatically separate into their component parts and will not be traded after completion of the initial business combination.
Since Aimfinity’s IPO, its sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business combination. It presently has no revenue and have had losses since inception from incurring formation and operating costs. It has relied upon the sale of Aimfinity securities and loans from the Sponsor and other parties to fund its operations.
Business Combination with Docter Inc.
On October 13, 2023, Aimfinity entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between Aimfinity, Docter Inc., a Delaware corporation (the “Target”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and a newly formed wholly-owned subsidiary of Aimfinity (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) Aimfinity will be merged with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (all transactions contemplated under the Merger Agreement, collectively, the “Business Combination”). Following the consummation of the Business Combination (the “Closing”), PubCo will be a publicly traded company.
At the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), (i) each of the issued and outstanding AIMA Units will automatically separate into one AIMA Class 1 Warrant and one AIMA New Unit, (ii) upon separation of the AIMA Units, each of the issued and outstanding AIMA New Unit (except the AIMA New Units containing the redeemed AIMA Class A Ordinary Share and corresponding forfeited AIMA Class 2 Warrant) will automatically separate into one AIMA Class A Ordinary Share and one-half of one AIMA Class 2 Warrant, (iii) each of the issued and outstanding AIMA Ordinary Share will be converted automatically into one PubCo Ordinary Share, and (iv) each of the issued and outstanding AIMA Warrant shall be converted automatically into one PubCo Warrant. Each of the issued and outstanding security will automatically be cancelled and cease in existence and trading with respect to Aimfinity’s security and converted into applicable security of PubCo except as provided in the Merger Agreement or under operation of law.
At the effective time of the Acquisition Merger (the “Effective Time”), which shall take place one business after the Reincorporation Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of us, PubCo, Merger Sub, Docter or the Docter Stockholders immediately prior to the Effective Time, each Docter Stockholder’s shares of Docter Stock issued and outstanding immediately prior to the Effective Time (except certain excluded shares) will be cancelled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares as set forth in the Closing Consideration Spreadsheet (as defined in the Merger Agreement) on a pro rata basis based on the number of Target Shares held by them as of immediately prior to the Effective Time.
Up to an additional 2,500,000 PubCo Ordinary Shares may be issued to the Docter Stockholders as contingent post-closing earnout consideration. The Earnout Shares will not be issued until as below:
| ● | 1,000,000 Earnout Shares will be issued to each Docter Stockholder on a pro rata basis if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2024 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared in accordance with the U.S. GAAP as filed with the SEC; |
| ● | 1,500,000 Earnout Shares will be issued to each Docter Stockholder on a pro rata basis if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with the U.S. GAAP as filed with the SEC. |
17
On June 5, 2024, Aimfinity, Purchaser, Merger Sub and Docter entered into an amendment to the Merger Agreement (the “Amendment No. 1”) to modify the composition of PubCo ’s board of directors upon and immediately following the completion of the Business Combination.
Before Amendment No. 1 was adopted, the Merger Agreement provided that, upon and immediately following the closing of the Business Combination, PubCo’s board of directors shall consist of five (5) directors, among which four (4) directors will be designated by Aimfinity Investment LLC, the sponsor of the AIMA’s initial public offering (the “Sponsor”), until the second general meeting of shareholders of PubCo, and one (1) director will be designated by Docter until the first general meeting of shareholders of PubCo
Pursuant to the Amendment No. 1, upon and immediately following the closing of the Business Combination, PubCo’s board of directors shall consist of five (5) directors, among which three (3) directors will be designated by Docter until the first general meeting of shareholders of PubCo, and two (2) directors will be designated by the Sponsor until the second general meeting of shareholders of PubCo.
On January 29, 2025, Aimfinity, Purchaser, Merger Sub and Docter entered into an amendment to the Merger Agreement (the “Amendment No. 2”) to modify the earnout arrangement as follows:
| ● | 1,000,000 Earnout Shares will be issued to each Docter Stockholder on a pro rata basis if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with the U.S. GAAP as filed with the SEC; |
| ● | 1,500,000 Earnout Shares will be issued to each Docter Stockholder on a pro rata basis if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2026 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2026 prepared in accordance with the U.S. GAAP as filed with the SEC. |
Extensions
Following the closing of the IPO, under the Company’s then-effective amended and restated memorandum and articles of association, the Company would have until July 28, 2023 (or January 28, 2024 if the Company extends the period of time to consummate an initial business combination) to consummate an initial business combination. On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the “First EGM”). At the First EGM, the shareholders of the Company, by special resolution, approved the proposal to amend the Company’s then effective amended and restated memorandum and articles of association (the “First Charter Amendment”) to (i) allow the Company until July 28, 2023 to consummate an initial business combination, and to (ii) elect to extend the period (the “Combination Deadline”) to consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months to April 28, 2024, by depositing to the Company’s Trust Account the amount lesser of (i) $85,000 for each one-month extension or (ii) $0.04 for each Public Share for each one-month extension (the “First Charter Amendment Proposal”). Under Cayman Islands law, the First Charter Amendment took effect upon approval of the First Charter Amendment Proposal by the shareholders at the First EGM. Pursuant to the First Charter Amendment, a total of 9 one-month extensions, each in the amount of $85,000 (each, a “First Charter Amendment Monthly Extension”), were sought by the Company, with a total of $765,000 deposited by the Sponsor or its designee to the Trust Account, extending the Combination Deadline from July 28, 2023 to April 28, 2024.
In connection with the First EGM, the AIMA Public Shareholders were afforded with an opportunity to redeem their AIMA Public Shares. In connection with the redemptions, 4,076,118 AIMA New Units, or about 50.9% of the AIMA New Units issued and outstanding at the time, were submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, were cancelled.
On April 23, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second EGM”). At the Second EGM, the shareholders of the Company, by special resolution, approved the proposal to amend the Company’s then-effective amended and restated memorandum and articles of association (the “Second Charter Amendment”) to (i) allow the Company until April 28, 2024 to consummate an initial business combination, and to (ii) elect to extend the Combination Deadline up to nine times, each by an additional one-month period (each a “Second Charter Amendment Monthly Extension”), for a total of up to nine months to January 28, 2025, by depositing to the Company’s Trust Account the amount lesser of (i) $60,000 for each one-month extension or (ii) $0.035 for each Public Share for each one-month extension (the “Second Charter Amendment Monthly Extension”). Under Cayman Islands law, the Second Charter Amendment took effect upon approval of the Second Charter Amendment Proposal by the shareholders at the Second EGM. Pursuant to the Second Charter Amendment, a total of 9 one-month extensions, each in the amount of $60,000 (each, a “First Charter Amendment Monthly Extension”), were sought by the Company, with a total of $540,000 deposited by the Sponsor or its designee to the Trust Account, extending the Combination Deadline from April 28, 2025 to January 28, 2025.
18
In connection with the Second EGM, the AIMA Public Shareholders were afforded with an additional opportunity to redeem their AIMA Public Shares. 860,884 AIMA New Units, or about 21.7% of the AIMA New Units issued and outstanding at the time, were submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, were cancelled. As a result, an aggregate of approximately $9,684,945 were distributed from the Trust Account to the redeeming Public Shareholders.
On January 9, 2025, the Company held a third extraordinary general meeting of shareholders (the “Third EGM”). At the Third EGM, the shareholders of the Company, by special resolution, approved the proposal to amend the Company’s then-effective amended and restated memorandum and articles of association (the “Third Charter Amendment”) to (i) allow the Company until January 28, 2025 to consummate an initial business combination, and to (ii) elect to extend the Combination Deadline up to nine times, each by an additional one-month period (each a “Third Charter Amendment Monthly Extension”), for a total of up to nine months to October 28, 2025, by depositing to the Company’s Trust Account the amount of $0.05 for each Public Share for each one-month extension (the “Third Charter Amendment Monthly Extension”). Under Cayman Islands law, the Third Charter Amendment took effect upon approval of the Third Charter Amendment Proposal by the shareholders at the Third EGM. No Third Charter Amendment Monthly Extension has been sought as of the date hereof.
In connection with the Third EGM, the AIMA Public Shareholders were afforded with an additional opportunity to redeem their AIMA Public Shares. As a result, 1,996,522 AIMA New Units, or about 64.2% of the public AIMA New Units issued and outstanding at the time, were submitted for redemption and the components thereof, including the Public Shares and the AIMA Class 2 Warrants thereof, were cancelled. As a result, an aggregate of approximately $23,778,577 were distributed from the Trust Account to the redeeming Public Shareholders. In connection with the Current Monthly Extensions, as of the date hereof, three Current Monthly Extension Payment in the aggregate amount of $167,471 have been deposited into the Trust Account, allowing Aimfinity to extend the Combination Period until April 28, 2025.
As of the date hereof, the Company made nine payments for First Charter Amendment Monthly Extensions, nine payments for Second Charter Amendment Monthly Extensions, and three payment for the Current Monthly Extension Payment into Trust Account for the Public Shareholders, resulting in an extension of the Combination Deadline to April 28, 2025.
For each payment in connection with the First Charter Amendment Monthly Extension or the Second Charter Amendment Monthly Extension, on the date such payment was deposited to the Company’s Trust Account, we issued an unsecured promissory note to I-Fa Chang to evidence the payments made by him for the deposit of such payment (in the amount of $85,000 or $60,000), as the case may be (in each case, a “Monthly Extension Note”).
Each of such Monthly Extension Notes have the same terms, except with regard to the amount. Each note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Initial Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case such Monthly Extension Note may be accelerated.
The payee of each Monthly Extension Note, I-Fa Chang, has the right, but not the obligation, to convert each Monthly Extension Note, in whole or in part, respectively, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
The issuance of the Monthly Extension Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
19
Backstop Agreement
On October 16, 2024, the Company, Purchaser, and Family Inheritance Consulting (H.K.) Limited (“Backstop Investor”), entered into a certain backstop agreement, under which the Backstop Investor agrees to purchase, and the Investor agrees to purchase, at the request of the Company, Class A ordinary shares, par value $0.0001 per share, of the Company, at a price of $10.00 per share in the aggregated purchase price (the “Purchase Price”) no less than the minimum amount of cash (the “Commitment”) resulting in the net tangible assets of the Purchaser upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its amended and restated memorandum and articles of association (the “Redemption Requests”), if and only if the Company reasonably believes that redemptions by public shareholders of the Company in connection with the Business Combination will result in the net tangible assets of the Purchaser upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests. In connection with such purchase, the Investor waives redemption rights associated with the purchased shares, and shall receive the same numbers of ordinary shares of the Purchaser, par value $0.0001 per share, upon the closing of the Business Combination.
Extraordinary General Meeting for the Approval of the Docter Business Combination
On March 6, 2025, the Registration Statement on Form F-4 (File No. 333-284658), filed publicly by the Purchaser on February 3, 2025, was declared effective by the SEC (the “F-4”).
On March 27, 2025, the Company held an extraordinary general meeting of the shareholders (the “Business Combination EGM”) in connection with the Docter Business Combination. 3,079,628 Ordinary Shares, or approximately 85%, were represented in person or by proxy at the Business Combination EGM.
At the Business Combination EGM, the shareholders approved each of the proposals presented in connection with the Docter Business Combination.
Exchange Agreement and Conversion of Promissory Notes
On April 8, 2025, we entered into an Exchange Agreement with Docter Inc., its merger subsidiaries, and Mr. I-Fa Chang, manager of our Sponsor, in connection with its previously announced business combination with Docter. Under the agreement, we agreed to convert an aggregate of approximately $1.5 million of outstanding promissory notes, consisting of $1,472,471.40 in extension-related loans and $27,528.60 in working capital loans, into 150,000 private units.
Results of Operations
Aimfinity has neither engaged in any operations nor generated any revenues to date. Its only activities from July 26, 2021 (inception) to December 31, 2024 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. Aimfinity does not expect to generate any operating revenues until after the completion of our initial business combination. It may generate non-operating income in the form of interest income on marketable securities held in the Trust Account. Aimfinity incurs expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.
For the year ended December 31, 2024, we had a net income of $1,216,885 which consisted of interest income of $2,035,510 on cash and investments held in Trust Account which was offset by operating cost of $818,625.
For the year ended December 31, 2023, we had a net income of $1,915,114 which consisted of interest income of $3,266,717 on cash and investments held in Trust Account which was offset by operating cost of $1,351,603.
Liquidity and Capital Resources
Until the consummation of the IPO, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
On April 28, 2022, we consummated the IPO of 8,050,000 units (“Public Units”), inclusive of 1,050,000 Public Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option. Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), one Class 1 redeemable warrant (the “Class 1 Warrant”) and one-half of one Class 2 redeemable warrant (the “Class 2 Warrant”, together with the Class 1 Warrant, the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $80,500,000. Simultaneously with the closing of the IPO, we consummated the sale of 492,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,920,000.
20
Following the closing of the IPO and sale of the Private Placement Units on April 28, 2022, a total of $82,110,000 was placed in a U.S.-based trust account maintained by U.S. Bank, National Association, acting as trustee (the “Trust Account”), and we had $1,495,650 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, we incurred $5,117,607 in transaction costs, consisting of $1,610,000 of underwriting fees, $2,817,500 of deferred underwriting fees and $690,107 of other offering costs.
In July 2023, in connection with the votes to approve the Charter Amendment Proposal, the holders of 4,076,118 of Public Shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.48 per share, for an aggregate redemption amount of approximately $42,717,716.
As of December 31, 2024, $36,940,228 was held in the Trust Account in money market funds, which are invested in U.S. Treasury Securities. Aimfinity intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. It may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue Aimfinity’s growth strategies.
Aimfinity intends to use the funds held outside the Trust Account to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor or certain of Aimfinity’s officers and directors may, but are not obligated to, loan us funds as may be required.
On December 8, 2023, the Company issued a promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor, under which I-Fa Chang agreed to loan the Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. I-Fa Chang, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to I-Fa Chang by (y) $10.00.
As of December 31, 2024 the Company, had $1,202,852 borrowings under the working capital loans.
As of December 31, 2024, Aimfinity had cash of $4,895 and a working capital deficiency of $3,270,570. In addition, in order to finance transaction costs in connection with an initial business combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Aimfinity’s officers and directors have been provided the Company working capital loans (the “Working Capital Loans”). As of December 31, 2024, there were $1,202,852 under Working Capital Loans.
21
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Financing Arrangements
Aimfinity has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
Registration Rights
The holders of the Founder Shares, AIMA Private Placement Units and AIMA Private Placement Warrants, including any of those issued upon conversion of Working Capital Loans (and any AIMA Private Placement Units issuable upon the exercise of the Private Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on April 25, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that Aimfinity register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial business combination and rights to require Aimfinity to register for resale such securities pursuant to Rule 415 under the Securities Act. Aimfinity will bear the costs and expenses of filing any such registration statements.
Underwriting Agreement
Aimfinity granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,050,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on April 27, 2022.
The underwriters received a cash underwriting discount of $0.20 per Public Unit, or $1,610,000 in the aggregate and paid at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Unit, or approximately $2,817,500 in the aggregate upon the consummation of an initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that Aimfinity completes its initial business combination, subject to the terms of the underwriting agreement.
22
Critical Accounting Estimate
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. We did not identify any critical accounting estimates.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU for the year ended December 31, 2024 and there was no material effect on the Company’s financial statements.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Emerging Growth Company Status
Aimfinity is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the Jumpstart The Company’s Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. Aimfinity has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Aimfinity, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Aimfinity’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Reference is made to Pages F-1 through F-20 comprising a portion of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
On May 1, 2023, the Company engaged MaloneBailey, LLP (“MaloneBailey”) as its independent registered public accounting firm. Marcum LLP (“Marcum”) was dismissed on the same date. The decision to engage MaloneBailey and to dismiss Marcum was approved by the Audit Committee of the Board of Directors of the Company.
The Company was incorporated on July 26, 2021, and Marcum issued an audit report in connection with the financial statements for the fiscal year ended on December 31, 2022 audited by Marcum. The auditor’s report on the financial statements for the year ended on December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that it has expressed uncertainty about the Company’s ability to continue as a going concern. Other than the foregoing, Marcum has not conducted any audit on the Company’s financial statements for any other fiscal year, or has issued any audit report since incorporation.
In addition, since Marcum’s engagement on October 5, 2022, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. Also, during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Marcum with a copy of the above disclosures and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. A copy of Marcum’s letter dated May 5, 2023 is attached as Exhibit 16.1 to this Report.
On May 1, 2023, the Company engaged MaloneBailey as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. In addition, in connection with the preparation of this proxy statement/prospectus, MaloneBailey was engaged by the Company to conduct audit and issue audit report in connection with the financial statements for the fiscal year ended on December 31, 2022 and for the period from the inception of the Company on July 26, 2021 to December 31, 2021. During the fiscal years ended December 31, 2021 and December 31, 2022, neither the Company nor anyone on its behalf consulted with MaloneBailey regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that MaloneBailey concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
24
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
| (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
25
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024, due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
During the period covered by this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
26
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
Our directors and executive officers are as follows:
| Name | Age | Position | ||
| I-Fa Chang | 53 | Chief Executive Officer and Chairman | ||
| Xuedong (Tony) Tian | 53 | Chief Financial Officer and Director | ||
| Hanzhong (Han) Li | 55 | Director | ||
| Teng-Wei Chen | 42 | Director | ||
| Kevin Vassily | 57 | Director |
Mr. I-Fa Chang has served as the Chairman, Chief Executive Officer, and a member of our Board since March 2023. Mr. Chang has more than two decades of investment management and advisory experience. Since March 2023, Mr. Chang has served as the Chairman and CEO of Aimfinity. In 2012, Mr. Chang founded Inkstone Capital Co., Ltd., a technology-focused investment advisory firm (“Inkstone Capital”) serving clients in Mainland China, Hong Kong and Taiwan, and has served as its chief executive officer ever since. He has also served as an independent director of Sichuan Tianfu Bank, a regional bank based in Southeast China since 2015. Between October 2017 and June 2018, Mr. Chang served as a director and finance control officer for Finconn Inc., a subsidiary of the Taiwanese electronic manufacturing conglomerate, Foxconn. Before founding Inkstone Capital, Mr. Chang had extensive experience in financial and investment management across different sectors. Between June 2006 to December 2008, Mr. Chang served as a financial consultant for Chengdu Jiannanchun Shengbo Technology Co., Ltd., an IT solution company. He also served as a managing director for ARC China Investment Corporation, an investment management company from April 2007 to July 2011, and as a managing director for Xiamen Dazhou-ARC Investment Management Co., Ltd., a joint venture between ARC China and Dazhou Holding Group, a multi-industry conglomerate based in Xiamen, Fujian Province, PRC, from August 2011 to October 2012. Mr. Chang received his MBA in Finance from National Pingtung Science and Technology University in Taiwan, and his B.A. in Management Information System from California State University, San Bernardino.
Mr. Xuedong (Tony) Tian has served as our Chief Financial Officer and a member of our Board since March 2023. Since April 2024, Mr. Tian has served as Co-CEO of Snail, Inc. (Nasdaq: SNAL), a gaming and entertainment company, and as Managing Director of Kingswood Capital Partners, a U.S. based investment bank. Most recently, Mr. Tian served as the CEO from March 2022 to June 2024 and as a director from June 2022 to June 2024 for Feutune Light Acquisition Corporation (Nasdaq: FLFV), a SPAC listed on Nasdaq. Previously, Mr. Tian served as managing director and head of capital markets at US Tiger Securities, Inc. from October 2020 to April 2024. From May 2012 to October 2020, Mr. Tian was the founder and president of Weitian Group LLC, a corporate advisory and investor relations firm. Prior to that, Mr. Tian served as a sell-side equity analyst at various investment banks, including managing director covering China at Merriman Capital, Inc. from June 2013 to January 2016; executive director and lead analyst covering China Industrials and IT outsourcing at Oppenheimer & Co. Inc. from May 2011 to May 2012; vice president and lead China analyst at Ladenburg Thalmann & Co. Inc. from May 2010 to April 2011; senior associate covering Networking, Hardware & IT Supply Chain at Ticonderoga Securities LLC from October 2009 to May 2010; and associate covering Semiconductor & Semiconductor Capital Equipment at Pacific Crest Securities LLC (now part of KeyBanc) from April 2008 to September 2009. Mr. Tian holds an MBA degree from New York University, a M.A. degree in Economics from the University of Connecticut and M.S. and B.S. degrees in Land Resources and Management from China Agricultural University. Mr. Tian is a CFA charter holder and currently holds Series 7, 24, 63, and 79 licenses.
Dr. Hanzhong (Han) Li has served as a member of our Board since March 2023. Dr. Li has more than two decades of investment, operational and management experience in biotechnology industry. Since October 2022, Dr. Li has served as Head of Business and Corporate Development for NiKang Therapeutics, Inc., a clinical stage biotechnology company. Before that, from February 2019 to August 2022, Dr. Li served as the senior vice president for Corporate Development at Eureka Therapeutics, a clinical stage biotechnology company developing antibody-TCR T-Cell therapies for oncology treatment based in California. Before joining Eureka, Dr. Li spent two years as the chief financial officer at Ascentage Pharma Group. Between 2010 and 2017, Dr. Li served as deputy director in the strategy and portfolio management group at Bayer Pharmaceuticals (FWB: BAYN), a German pharmaceutical company. Earlier in his career, Dr. Li served as an equity research analyst at Morgan Stanley, Suntrust Robinson Humphrey and Stanford Financial Group in New York, covering biotech and biopharmaceutical companies for the period between 2002 and 2009. He also worked as a research scientist at Genentech, Inc., where he served as lead inventor of three patents on novel cytokines. Dr. Li received his Ph.D. in Pharmacology from the Boston University School of Medicine and MBA from the Anderson School of Business at UCLA.
27
Dr. Teng-Wei Chen has served as a member of our Board since March 2023. Dr. Chen is an active start-up and early-stage investor in Southern Taiwan. Dr. Chen has served as managing director at You-Ci Management Consulting Co., Ltd., an investment company based in Pingtung, Taiwan, since 2015. Since 2018, Dr. Chen has been a director of New-shine Biomedical Co., Ltd., a Taiwanese biotechnology company of which he was also an investor. In 2019, he founded iDentist Business Space Co., Ltd., a provider of coworking and shared conferencing space provider in Pingtung, Taiwan. In 2021, Dr. Chen founded You-Cheng Internet Information Co., Ltd., an IT solution company based in Pingtung, and has served as its Chairman and CEO since then. As a dentist by training, Dr. Chen has been the chief dentist and manager of Sunshine Dental Clinic, in Pingtung, Taiwan since September 2015. From August 2012 to March 2014, Dr. Chen was a visiting dental specialist at Tainan Hospital, Ministry of Health and Welfare, Taiwan. Dr. Chen finished his residency at National Cheng Kung University Hospital, Taiwan, in July 2012, where he was a resident dentist for six years. Dr. Chen received his D.D.S. in Dentistry from China Medical University, Taiwan, in 2006.
Mr. Kevin Vassily has served as a member of our Board since March 2023. Mr. Vassily has been a member of the board of directors of Tungray Technologies Inc (Nasdaq: TRSG), a Singapore manufacturing solution provider, since March 2024, Thunder Power Holdings, Inc. (Nasdaq: AIEV), a Taiwanese electronic vehicle developer, since June 2024, and Denali Capital Acquisition Corp. (Nasdaq: DECA), a SPAC, since April 2022. From June 2022 to June 2024, he served as a director of Feutune Light Acquisition Corporation, a Nasdaq-listed SPAC, until its business combination. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc. (Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry. From March 2019 through Janurary 2020, he served as an advisor at Woodseer Global, a financial technology firm providing global dividend forecasts. From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for the company’s emerging “Data as a Service” platform. Since February 2020, Mr. Vassily has served as a director of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity firm focused on the “green” economy. From April 2015 through May 2018, Mr. Vassily served as an associate director of research at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the Asia Technology business development representative and as a senior analyst at Pacific Crest Securities. From July 2003 to September 2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP. From September 2001 to June 2003, Mr. Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc. Mr. Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor industry at Lehman Brothers. He holds a B.A. in liberal arts from Denison University and an M.B.A. from the Tuck School of Business at Dartmouth College.
Number and Terms of Office of Officers and Directors
Our board of directors consists of five members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by holders of at least 90% of our outstanding ordinary shares entitled to vote thereon. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the remaining directors of our board or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, a majority of the holders of our founder shares).
Pursuant to a registration and shareholder rights agreement entered on April 25, 2022, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chair of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
28
Committees of the Board of Directors
Our board of directors has one standing committee: an audit committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
Audit Committee
We have established an audit committee of the board of directors. Kevin Vassily, Hanzhong (Han) Li, and Teng-Wei Chen will serve as members of our audit committee. Our board of directors has determined that each member of our audit committee is independent under the Nasdaq listing standards and applicable SEC rules. Kevin Vassily serves as the Chair of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent within one year of the listing of our Class A ordinary shares. Each member of the audit committee is financially literate and our board of directors has determined that Kevin Vassily qualifies as “audit committee financial expert” as defined in applicable SEC rules.
The audit committee is responsible for:
| ● | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
| ● | monitoring the independence of the independent registered public accounting firm; |
| ● | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
| ● | inquiring and discussing with management our compliance with applicable laws and regulations; |
| ● | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
| ● | appointing or replacing the independent registered public accounting firm; |
| ● | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
| ● | monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and |
| ● | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Ethics
We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
29
Clawback Policy
We have adopted a clawback policy on November 29, 2023 that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1.
The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the financial statements.
Insider Trading Policy
As of the date hereof, we
have
Availability of Documents
We have filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Item 11. Executive Compensation.
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
30
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
| ● | each of our executive officers and directors; and |
| ● | all of our executive officers and directors as a group. |
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this report.
| Class B ordinary shares | Class A ordinary shares | |||||||||||||||
| Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | ||||||||||||
| I-Fa Chang | 1,692,500 | (1) | 84.1 | % | 150,000 | 8.5 | % | |||||||||
| Xuedong (Tony) Tian | 100,000 | (2) | 5.0 | % | — | — | ||||||||||
| All officers and directors as a group (5 individuals) | 1,692,500 | 84.1 | % | — | — | |||||||||||
| Aimfinity Investment LLC (our sponsor) | 1,692,500 | (1) | 84.1 | % | — | — | ||||||||||
| Imperii Strategies LLC | 280,000 | 13.9 | % | 492,000 | (3) | 28.0 | % | |||||||||
| Chun-Cheng Su | 50,000 | (4) | 2.5 | % | — | — | ||||||||||
| Nicholas Torres III | 10,000 | (5) | * | — | — | |||||||||||
| James J. Long | 10,000 | (5) | * | — | — | |||||||||||
| Joshua Gordon | 10,000 | (5) | * | — | — | |||||||||||
| Xin Wang | 10,000 | (5) | * | — | — | |||||||||||
| * | Less than one percent. |
| (1) | The shares reported above include 1,688,500 AIMA Class B Ordinary Shares held by the Sponsor, 10,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, dated March 16, 2023. I-Fa Chang is the manager and sole member of our sponsor. As such, each of the sponsor and I-Fa Chang may be deemed to share beneficial ownership of the ordinary shares held directly by our sponsor. I-Fa Chang disclaims any beneficial ownership of the ordinary shares held directly by our sponsor, and disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| (2) | Mr. Xuedong (Tony) Tian, our CFO and director, is a member of the Sponsor with 5.908% of the Membership Interests in the Sponsor, which entitles him to receive the distribution of 100,000 founder shares of the Company. |
| (3) | Imperri Strategies LLC is a former member of the Sponsor, and currently holds the shares reported above for its own benefit and for the benefit of two other former members of the Sponsor. The business address for the entity is 19 Lynn Drive, Englewood Cliffs, NJ 07632. Mr. George Jing Cao, the former CEO, director and Chairman of AIMA is the manager and controlling member of the entity, and may be deemed to beneficially own the securities held directly by the entity. |
| (4) | Mr. Chun-Cheng Su is a member of the Sponsor with 2.954% of the Membership Interests in the Sponsor, which entitles him to receive the distribution of 50,000 founder shares of the Company. |
| (5) | Excluding 10,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, dated March 16, 2023. |
31
As of the date hereof, our initial shareholders beneficially owned approximately 69.2% of issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
Our sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination.
Our sponsor, our officers, our directors and US Tiger are deemed to be our “promoters” as such term is defined under the federal securities laws.
Transfers of Founder Shares and Private Placement Warrants
The founder shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and our initial shareholders. Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Private Placement Units and the securities within the units are not transferable, assignable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the 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 any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, Private Placement Units or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (g) to the company for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property after our completion of our initial business combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
32
Item 13. Certain Relationships and Related Transactions, and Director Independence.
If any of Aimfinity’s Sponsor, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before Aimfinity can pursue such opportunity.
No compensation of any kind, including finder’s and consulting fees, will be paid by Aimfinity to its Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. Aimfinity’s audit committee reviews on a quarterly basis all payments that were made by it to its Sponsor, officers, directors or its or their affiliates.
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, Aimfinity’s Sponsor or an affiliate of the Sponsor or certain of its officers and directors may, but are not obligated to, loan Aimfinity funds as may be required on a non-interest basis. If Aimfinity completes its initial business combination, it may repay such loaned amounts out of the proceeds held in the Trust Account released to Aimfinity. In the event that the initial business combination does not close, Aimfinity may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into AIMA Private Placement Units at a price of $10.00 per AIMA Private Placement Unit at the option of the lender. These units would be identical to the AIMA Private Placement Units, including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of its initial business combination, Aimfinity does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
After Aimfinity’s initial business combination, members of the management team who remain with Aimfinity may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to its shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to its shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider its initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
Founder Share and Private Placement Unit Purchase
In December 2021, the Sponsor acquired 2,875,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.09 per share. On March 18, 2022, our Sponsor surrendered to Aimfinity for cancellation 862,500 AIMA Class B Ordinary Shares for no consideration, resulting in our AIMA Initial Shareholders holding an aggregate of 2,012,500 AIMA Class B Ordinary Shares, or approximately $0.012 per share. The Sponsor later transferred 20,000 Founder Shares to the then-Chief Financial Officer of Aimfinity and 60,000 Founder Shares to then-members of our board of directors on March 29, 2022.
The Sponsor has purchased an aggregate of 492,000 Private Placement Units (with each Private Placement Unit consisting of one Private Placement Share, one AIMA Class 1 Warrant and one-half of one AIMA Class 2 Warrant (together the “Private Placement Warrant”)) at the price of $10.00 per unit. Each Private Placement Warrant entitles the holder to purchase one ordinary share at $11.50 per share, subject to adjustment. The Private Placement Warrants (including the AIMA Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination. In addition, Aimfinity has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
33
Distribution and Transfer of Certain Founder Shares and Private Placement Units
On March 16, 2023, the Sponsor initiated a distribution of 280,000 Founder Shares and 492,000 Private Placement Units held by the Sponsor to its existing members. On the same date, it also entered into a repurchase agreement with Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, then directors and officers of Aimfinity, to each transfer 10,000 Founder Shares for the consideration of $120 to the Sponsor, as a result of which, the Sponsor will directly hold 1,692,500 Founder Shares.
Extension Note Issuance
Under the Company’s second memorandum and articles of association, the Company would have until July 28, 2023 (or such later dates up to April 28, 2024, depending on the numbers of First EGM Extensions the Sponsor or the Company seeks to extend) to consummate an Initial Business Combination.
For each First EGM Extension, a First EGM Extension Payment of $85,000 needs to be deposited into the Trust Account for the public stockholders by the 28th day of each month from July 2023 to March 2024 to lead to an extension of Combination Deadline by each First EGM Extension sought, for a total of up to nine months, from July 28, 2023 to April 28, 2024.
From July 2023 to March 2024, a total of 9 one-month extensions were sought by the Company, with a total of $765,000 deposited by the Sponsor or its designee (for nine First EGM Extension Payments) to the Trust Account, extending the Combination Deadline from July 28, 2023 to April 28, 2024.
Under the Company’s third memorandum and articles of association, the Company would have until April 28, 2024 (or such later dates up to January 28, 2025, depending on the numbers of Second EGM Extensions the Sponsor or the Company seeks to extend) to consummate an Initial Business Combination.
For each Second EGM Extension, a Second EGM Extension Payment of $60,000 needs to be deposited into the Trust Account for the public stockholders by the 28th day of each month from April 2024 to December 2024 to lead to an extension of Combination Deadline by each Second EGM Extension sought, for a total of up to nine months, from April 28, 2024 to January 28, 2025.
From April 2024 to December 2024, $540,000 in the aggregate was deposited into the Trust Account for the AIMA Public Shareholders, collectively resulting in nine Second EGM Extensions to the Combination Deadline from April 28, 2024 to January 28, 2025.
Under the Company’s fourth memorandum and articles of association, the Company would have until January 28, 2025 (or such later dates up to October 28, 2025, depending on the numbers of Current Monthly Extensions the Sponsor or the Company seeks to extend) to consummate an Initial Business Combination.
For each Current Monthly Extension, a Current Monthly Extension Payment of $55,823.8 needs to be deposited into the Trust Account for the public stockholders by the 28th day of each month from January 2025 to September 2025 to lead to an extension of Combination Deadline by each Current Monthly Extension sought, for a total of up to nine months, from January 28, 2025 to October 28, 2025.
34
From January 2025 to March 2025, total of $167,471 in the aggregate was deposited into the Trust Account for the AIMA Public Shareholders, collectively resulting in one Current Monthly Extension to the Combination Deadline from January 28, 2025 to April 28, 2025.
For each monthly extension sought, on the date such First EGM Extension Payment, Second EGM Extension Payment or Current Monthly Extension Payment, in each case, was deposited to the Company’s Trust Account, we issued an unsecured promissory note to I-Fa Chang to evidence the payments made by him for the deposit of such First EGM Extension Payment (in the amount of $85,000 each time), Second EGM Extension Payment (in the amount of $60,000), or Current Monthly Extension Payment (in the amount of $55,823.8) as the case may be (in each case, a “Monthly Extension Note”).
Each of such Monthly Extension Notes have the same terms, except with regard to the amount. Each note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Initial Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case such Monthly Extension Note may be accelerated.
The payee of each Monthly Extension Note, I-Fa Chang, has the right, but not the obligation, to convert each Monthly Extension Note, in whole or in part, respectively, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
The issuances of the Monthly Extension Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Working Capital Note Issuance
The Sponsor or an affiliate of the Sponsor or certain of Aimfinity’s officers and directors may, but are not obligated to, loan Aimfinity funds as may be required. Any such loans would be on an interest-free basis and would be repaid only from funds held outside the Trust Account or from funds released to Aimfinity upon completion of the Business Combination. Aimfinity may issue such Working Capital Notes to the Sponsor, officers, directors, of their affiliates, evidencing the terms of such loans.
On December 4, 2021, the Sponsor agreed to loan Aimfinity up to $300,000 to be used for a portion of the expenses of the IPO. This loan, in the form of a promissory note, was non-interest bearing, unsecured and was due at the earlier of (1) June 30, 2022 or (2) the date on which Aimfinity consummates an initial public offering of its securities. The outstanding balance of $328,854 under the promissory note was repaid at the closing of the IPO on April 29, 2022. Promissory note- related party’s balance were $0, and $222,729, as of December 31, 2022 and 2021, respectively.
35
On December 8, 2023, the Company issued a promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor, under which I-Fa Chang agreed to loan the Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. I-Fa Chang, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount payable to I-Fa Chang by (y) $10.00.
On April 4, 2024, the Company issued a promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor, under which I-Fa Chang agreed to loan the Company up to $500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. I-Fa Chang, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount payable to I-Fa Chang by (y) $10.00.
On October 21, 2024, the Company issued a promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor, under which I-Fa Chang agreed to loan the Company up to $1,500,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. I-Fa Chang, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by I-Fa Chang in connection with such conversion will be an amount determined by dividing (x) the sum of the outstanding principal amount payable to I-Fa Chang by (y) $10.00.
The issuance of the Working Capital Notes was made pursuant to the exemption from registration contained under Section 4(a)(2) of the Securities Act of 1933, as amended.
As of December 31, 2024, the Company, had $1,202,852 borrowings under the working capital loans.
Office Lease
Aimfinity entered an office lease agreement with Regus. The lease term was one year from December 2021 and December 2022 at $3,332 per month, subject to extensions. The leased office was not occupied by Aimfinity until May 1, 2022 after Aimfinity completed the IPO. The Sponsor made the payments for rent and was reimbursed the amounts from Aimfinity. In March 2023, the lease agreement was terminated. A new office space has been provided by I-Fa Chang, one of the three members and the sole manager of the Sponsor, since March 2023. The Sponsor is providing rent at no cost to Aimfinity.
36
Policy for Approval of Related Party Transactions
The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
Director Independence
We will be a “controlled company” within the meaning of the Nasdaq rules prior to the consummation of our initial business combination. As a controlled company, we will not be required to comply with the Nasdaq rules that require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Kevin Vassily, Hanzhong (Han) Li, and Teng-Wei Chen are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. We expect a majority of our board of directors to be comprised of independent directors within 15 months from the date of listing to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Item 14. Principal Accountant Fees and Services.
Public Accounting Fees
The following chart sets forth public accounting fees in connection with services rendered by MaloneBailey, LLP for the years ended December 31, 2024 and 2023. No fee was paid to Marcum LLP in the past two fiscal years.
MaloneBailey, LLP
| 2024 | 2023 | |||||||
| Audit Fees | $ | 180,000 | $ | 89,000 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
Audit fees were for professional services rendered by MaloneBailey, LLP for the audit of our annual financial statements, and services that are normally provided by MaloneBailey, LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.”
Pre-Approval Policy
Our audit committee was formed upon the consummation of our IPO, and MaloneBailey was appointed after the dismissal of Marcum LLP on May 1, 2023. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
37
PART IV
Item 15. Exhibit and Financial Statement Schedules.
| (a) | The following documents are filed as part of this report: |
| (1) | Consolidated Financial Statements |
| (2) | Financial Statements Schedules |
All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes herein.
| (3) | Exhibits |
We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.
Item 16. Form 10-K Summary.
Not applicable.
38
AIMFINITY INVESTMENT CORP. I
INDEX TO FINANCIAL STATEMENTS
F-1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Aimfinity Investment Corp. I
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Aimfinity Investment Corp. I and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company expects to continue to incur significant costs in pursuit of its acquisition plans and the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
www.malonebailey.com
We have served as the Company's auditor since 2023.
April 15, 2025
F-2
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED BALANCE SHEETS
| DECEMBER 31, 2024 | DECEMBER 31, 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Cash and investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Temporary Equity, and Shareholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Payable - related party | ||||||||
| Working Capital Loan - related party | ||||||||
| Extension Loan - related party | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriters’ discount | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Temporary Equity and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year ended | For the Year ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Formation and operating costs | $ | $ | ||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Interest earned on cash and investment held in Trust Account | ||||||||
| Net Income | $ | $ | ||||||
| Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption | ||||||||
| Basic and diluted net income per ordinary shares subject to possible redemption | $ | $ | ||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||
| Basic and diluted net loss per ordinary share attributable to Aimfinity Investment LLC | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
| For The Year Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Preference shares | Ordinary Shares | Additional | Total | |||||||||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Extension funds attributable to ordinary shares subject to redemption | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Accretion of carrying value to redemption value | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net Income | - | - | - | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| For The Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||
| Preference shares | Ordinary Shares | Additional | Total | |||||||||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Settlement of deferred offering costs | - | - | - | |||||||||||||||||||||||||||||||||
| Extension funds attributable to ordinary shares subject to redemption | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Accretion of carrying value to redemption value | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net Income | - | - | - | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended | For the Year Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on cash and investment held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accrued expense | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of Cash in Trust Account | ( | ) | ( | ) | ||||
| Withdraw of investment held in trust account | ||||||||
| Net cash used in investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Ordinary shares redemption | ( | ) | ( | ) | ||||
| Proceeds from extension loan | ||||||||
| Proceeds from working capital loan | ||||||||
| Net cash provided in financing activities | ( | ) | ( | ) | ||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental Disclosure of Non-cash Financing Activities | ||||||||
| Settlement of deferred offering costs | $ | $ | ||||||
| Payable – related party paid expenses on behalf of the Company | $ | $ | ||||||
| Extension funds attributable to ordinary shares subject to redemption | $ | $ | ||||||
| Accretion of carrying value to redemption value | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Note 1 — Organization, Business Operation
Aimfinity Investment Corp. I (the “Company”) is an organized blank check company incorporated as a Cayman Islands exempted company on July 26, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar Business Combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end.
The Company is an early stage emerging growth company and, as such, the Company is subject to all of the risks associated with early stage emerging growth companies.
As of December 31, 2024, the Company had not commenced any operations. The Company’s only activities from July 26, 2021 (inception) to December 31, 2024 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO (as defined below).
The registration
statement for the Company’s Initial Public Offering (“IPO”) became effective on April 25, 2022. On April 28, 2022 the
Company consummated the IPO of
Substantially
concurrently with the closing of the IPO, the Company completed the private sale of
Transaction
costs amounted to $
Following
the closing of the IPO and the issuance and the sale of Private Placement Units on April 28, 2022, $
The Company’s
initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least
F-7
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
The ordinary
shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial
Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least
$
Following
the closing of the IPO, under the Company’s then-effective amended and restated memorandum and articles of association, the Company
would have until July 28, 2023 (or January 28, 2024 if the Company extends the period of time to consummate an initial business combination)
to consummate an initial business combination. On July 27, 2023, the Company held an extraordinary general meeting of shareholders (the
“First EGM”). At the First EGM, the shareholders of the Company, by special resolution, approved the proposal to amend the
Company’s then-effective amended and restated memorandum and articles of association (the “First Charter Amendment”)
to (i) allow the Company until July 28, 2023 to consummate an initial business combination, and to (ii) elect to extend the period to
consummate an initial business combination up to nine times, each by an additional one-month period, for a total of up to nine months
to April 28, 2024, by depositing to the Company’s Trust Account the amount lesser of (i) $
On April
23, 2024, the Company held a second extraordinary general meeting of shareholders (the “Second EGM”). At the Second EGM, the
shareholders of the Company, by special resolution, approved the proposal to amend the Company’s then-effective amended and restated
memorandum and articles of association (the “Second Charter Amendment”) to (i) allow the Company until April 28, 2024 to consummate
an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to nine times,
each by an additional one-month period (each a “Second Charter Amendment Monthly Extension”), for a total of up to nine months
to January 28, 2025 (the “Combination Deadline”), by depositing to the Company’s Trust Account the amount lesser of
(i) $
On May 23,
2024, in connection with the votes to approve the Second Charter Amendment, the holders of
On January 9, 2025, the Company held an extraordinary general meeting (the “Shareholder Meeting”) in lieu of an annual general meeting, which was previously adjourned on December 30, 2024.
At the Shareholder
Meeting, the shareholders of the Company, by special resolution, approved the proposal to amend Company’s third amended and restated
memorandum and articles of associations (the “Charter”), which previously provided that the Company has until April 28, 2024
to complete a Business Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by
an additional one-month extension (each, a “Monthly Extension”), for a total of up to nine months to January 28, 2025, by
deleting in their entirety and substituting in their place of the fourth amended and restated memorandum and articles of association of
the Company (the “Amended Charter”), which provides that the Company has until January 28, 2025 to complete a Business Combination,
and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for
a total of up to nine months to October 28, 2025, by depositing to the Company’s trust account (the “Trust Account”)
an amount equal to $
In connection
with the votes to approve the Charter Amendment Proposal,
F-8
Aimfinity Investment
Corp. I
Notes To Consolidated Financial Statements
As of December
31, 2024, the total of $
If the Company
does not consummate an initial business combination by the Combination Deadline, the Company will: (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay the franchise and income taxes that were paid by
the Company or are payable by the Company, if any (less up to $
The Founder
Shares (as defined in Note 6) are designated as Class B ordinary shares, par value $
The Founder
Shares will automatically convert into Class A ordinary shares at the time of the initial business combination at a ratio such that the
number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
approximately
The Sponsor,
Aimfinity Investment LLC, has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than
the Company’s registered public accounting firm) for services rendered or products sold to the Company, or a prospective target
business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below
the lesser of (i) $
F-9
Aimfinity Investment
Corp. I
Notes To Consolidated Financial Statements
The Merger Agreement
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 (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (“Merger Sub”), pursuant to which (a) Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following consummation of the Business Combination (the “Closing”), Purchaser will be a publicly traded company (Purchaser is sometimes referred to herein as “PubCo”, upon and following the consummation of the Reincorporation Merger).
On April 5, 2024, the Company, Purchaser, Merger Sub and Target entered into an amendment to the Business Combination Agreement (the “Amendment No. 1”) to modify the composition of PubCo’s board of directors upon and immediately following the completion of the Business Combination.
On January 29, 2025, Aimfinity, Purchaser, Merger Sub and Docter entered into an amendment to the Merger Agreement (the “Amendment No. 2”) to modify the earnout arrangement as follows:
| ● |
| ● |
Going Concern Consideration
As of December
31, 2024, the Company had cash of $
The Company’s cash and working capital as of December 31, 2024, are not sufficient to complete its planned activities to consummate an initial business combination for the upcoming year. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete an initial business combination by the Combination Deadline, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate an initial business combination will be successful by the Combination Deadline. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Purchase and Merger Sub, over which the Company exercises control. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
F-10
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company
considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
had $
Cash and Investments held in Trust Account
As of December 31, 2024 and 2023, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.
Earnings on investments held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information .
F-11
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 8).
Ordinary Shares Subject to Possible Redemption
The Company
accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s
Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, as of December 31, 2024 and 2023, ordinary shares subject to possible redemption are presented
at redemption value of $
Net income (loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less interest and dividend income and unrealized gain or loss on investments in the Trust Account less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. As of December 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then shared in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.
The net income (loss) per share presented in the statements of operations is based on the following.
| For the Year Ended | For the Year Ended | |||||||
| December 31, 2023 | December 31, 2022 | |||||||
| Net income | $ | $ | ||||||
| Accretion of carrying value to redemption value | ( | ) | ( | ) | ||||
| Net loss including accretion of carrying value of redemption value | $ | ( | ) | $ | ( | ) | ||
F-12
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
| For the Year Ended | For the Year Ended | |||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Non- | Non- | |||||||||||||||
| Redeemable | Redeemable | Redeemable | Redeemable | |||||||||||||
| Ordinary | Ordinary | Ordinary | Ordinary | |||||||||||||
| Shares | Shares | Shares | Shares | |||||||||||||
| Basic and diluted net income (loss) per share: | ||||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss including carrying value to redemption value | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Accretion of carrying value to redemption value | ||||||||||||||||
| Allocation of net income/(loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominators: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and diluted net income/ (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.
The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such
account. As of December 31, 2024 and 2023, approximately $
Fair Value of Financial Instruments
ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
| ● | Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. |
| ● | Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. |
| ● | Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
F-13
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting Improvements to Reportable Segment Disclosures” (“Topic 280”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has adopted this ASU for the year ended December 31, 2024 and there was no material effect on its consolidated financial statements.
Note 3 — Cash and Investment Held in Trust Account
As of December 31, 2024 and 2023, assets held in the Trust Account
were comprised of $
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level | December 31, 2024 | December 31, 2023 | ||||||||||
| Assets: | ||||||||||||
| Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | $ | |||||||||
| Total | 1 | $ | $ | |||||||||
F-14
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Note 4 — Initial Public Offering
Pursuant
to the IPO on April 28, 2022, the Company sold
The Class 1 and Class 2 warrants have similar terms, except that following June 14, 2022, the 52nd day following the effective date of the IPO, the holders of the Public Units have the option to separate the Public Units into one Class 1 warrant and one new units of the Company (the “New Units”, with each consisted of one Class A ordinary share and one-half of one Class 2 warrant), and to have the Class 1 warrants and new Units separately traded on the Nasdaq Global Market. The holders of the New Units resulting from such separation will not have the option to separate such New Units into its components, the Class A ordinary shares and the Class 2 warrants, for separate trading until consummation of the initial business combination.
All of the
The Company’s redeemable Class A ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).
As of December 31, 2024 and 2023, the amounts of ordinary shares reflected on the balance sheet are reconciled in the following table.
| Ordinary shares subject to possible redemption, December 31, 2023 | $ | |||
| Less: | ||||
| Redemptions | ( | ) | ||
| Plus: | ||||
| Extension funds attributable to ordinary shares subject to redemption | ||||
| Accretion of carrying value to redemption value | ||||
| Ordinary shares subject to possible redemption, December 31, 2024 | $ |
Note 5 — Private Placement
Simultaneously
with the closing of the IPO, the Company completed the private placement of
The Sponsor will be permitted to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. Otherwise, these Private Placement Units will not, subject to certain limited exceptions, be transferable or saleable until 30 days after the completion of the Company’s business combination. The warrants included in the Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of the Company’s initial business combination (except as described herein). Otherwise, the warrants have terms and provisions that are identical to those of the warrants being sold as part of the Units in the IPO, including as to exercise price, exercisability and exercise period.
F-15
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Note 6 — Related Party Transactions
Founder Shares
On December
4, 2021, the Sponsor acquired
On March
29, 2022, the Sponsor transferred
The fair
value of the founder shares on the grant date was approximately $
As of December
31, 2024, the Company determined that an initial business combination is not considered probable, and therefore, no stock-based compensation
expense has been recognized. Total unrecognized compensation expense related to unvested founder shares as of December 31, 2024 amounted
to approximately $
The founder
shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of the initial
Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal,
in the aggregate, on an as-converted basis, approximately
With certain
limited exceptions, The Company’s sponsor and each member of the management team have agreed not to transfer, assign or sell any
of their founder shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent
to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $
Extension Loans — Related Party
As of
December 31, 2024 and 2023, a total of $
Between January 2025 and March 2025, an aggregate
of $
The Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated.
F-16
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
The payee
of the Notes has the right, but not the obligation, to convert the Promissory Note, in whole or in part, respectively, into private units
(the “Private Units”) of the Company, that are identical to the Private Units issued by the Company in the private placement
consummated simultaneously with the Company’s initial public offering. The number of Private Units to be received by the Sponsor
in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to
the Sponsor by (y) $
As of December
31, 2024 and 2023, the Company has an outstanding loan balance of $
Payable – Related Party
The Company
entered an office lease agreement with Regus. The lease term is
As of December
31, 2024 and 2023, the Company had $
Working Capital Loans
On December
8, 2023 and on April 4, 2024, the Company issued two promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor,
under which I-Fa Chang agreed to loan the Company up to $
On October
21, 2024, the Company issued a promissory note to I-Fa Chang, as the designee, sole member and manager of the Sponsor, under which I-Fa
Chang agreed to loan the Company up to $
As of December
31, 2024 and 2023, the balance of the working capital loan are $
Note 7 — Commitments & Contingencies
Registration Rights
The holders of the founder shares, private placement shares and private placement warrants, including any of those issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statement filed after the completion of the initial business combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, and (ii) in the case of the private placement units and the respective Class A ordinary shares underlying such units, 30 days after the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement. In addition, pursuant to the registration and shareholder rights agreement, the Company’s sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to the Company’s board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
F-17
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Underwriters Agreement
The underwriters
are entitled to underwriting discounts of (i) $
Note 8 — Shareholders’ Deficit
Preference
Shares — The Company is authorized to issue
Class A
Ordinary Shares — The Company is authorized to issue
Class B
Ordinary Shares — The Company is authorized to issue
Public shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders
of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote
of the Company’s shareholders except as required by law. Unless specified in the Company’s effective amended and restated
memorandum and articles of association at the time, or as required by applicable provisions of the Companies Act or applicable stock exchange
rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter
voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law,
being the affirmative vote of at least two-thirds of the Company’s ordinary shares that are voted, and pursuant to the amended and
restated memorandum and articles of association; such actions include amending the amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company. The Company’s board of directors is divided into three classes,
each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no
cumulative voting with respect to the appointment of directors, with the result that the holders of more than
Warrants — Each
whole warrant entitles the registered holder to purchase
As of December 31, 2024,
F-18
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph means the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of warrants when the price per Class
A ordinary share equals or exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
In addition,
if (x) The Company issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of the initial Business Combination at an issue price or effective issue price of less than $
Note 9 — Segment information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.
The Company’s chief operating decision
maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a
whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the
Company only has
F-19
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |||||||
| Legal and professional services costs | $ | ( | ) | $ | ( | ) | ||
| Other formation and operating costs | ( | ) | ( | ) | ||||
| Total formation and operating costs | ( | ) | ( | ) | ||||
| Interest earned on cash and investment held in Trust | ||||||||
| Net income | $ | $ | ||||||
The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investment held in Trust Account and formation and operating expenses. The CODM reviews the interest earned on cash and investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of cash and investment with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when the financial statements were issued. Based on this review, management identified the following subsequent events that are required disclosure in the financial statements.
In connection with the votes to approve the Charter
Amendment Proposal,
Shareholder Meeting
On January 9, 2025, the Company held an extraordinary general meeting (the “Shareholder Meeting”) in lieu of an annual general meeting, which was previously adjourned on December 30, 2024.
At the Shareholder Meeting, the shareholders of
the Company, by special resolution, approved the proposal to amend Company’s third amended and restated memorandum and articles
of associations (the “Charter”), which previously provided that the Company has until April 28, 2024 to complete a Business
Combination, and may elect to extend the period to consummate a Business Combination up to nine times, each by an additional one-month
extension (each, a “Monthly Extension”), for a total of up to nine months to January 28, 2025, by deleting in their entirety
and substituting in their place of the fourth amended and restated memorandum and articles of association of the Company (the “Amended
Charter”), which provides that the Company has until January 28, 2025 to complete a Business Combination, and may elect to extend
the period to consummate a Business Combination up to nine times, each by an additional Monthly Extension, for a total of up to nine months
to October 28, 2025, by depositing to the Company’s trust account (the “Trust Account”) an amount equal to $
In connection with the votes to approve the Charter
Amendment Proposal,
Promissory Notes
Between January 2025 and March 2025, an aggregate
of $
Exchange Agreement and Conversion of Promissory Notes
On April 8, 2025, the Company entered into an
Exchange Agreement with Docter Inc., its merger subsidiaries, and Mr. I-Fa Chang, manager of the Company’s sponsor, in connection
with its previously announced business combination with Docter. Under the agreement, the Company agreed to convert an aggregate of approximately
$
F-20
EXHIBIT INDEX
| * | Filed herewith |
| ** | Furnished herewith |
| *** | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Aimfinity Investment Corp. I agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
| (1) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 29, 2022 (File No. 001-41361). |
| (2) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 16, 2023 (File No. 001-41361). |
| (3) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on July 7, 2023 (File No. 001-41361). |
| (4) | Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on March 25, 2022 (File No. 333-263874). |
| (5) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 20, 2023 (File No. 001-41361). |
| (6) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on June 6, 2024 (File No. 001-41361). |
| (7) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on January 29, 2025 (File No. 001-41361). |
| (8) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 22, 2024 (File No. 001-41361). |
| (9) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 9, 2025 (File No. 001-41361). |
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| April 15, 2025 | Aimfinity Investment Corp. I | ||
| By: | /s/ I-Fa Chang | ||
| Name: | I-Fa Chang | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ I-Fa Chang | Chairman of the Board of Directors | April 15, 2025 | ||
| I-Fa Chang | and Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ Xuedong (Tony) Tian | Chief Financial Officer | April 15, 2025 | ||
| Xuedong (Tony) Tian | (Principal Financial and Accounting Officer) | |||
| /s/ Hanzhong (Han) Li | Director | April 15, 2025 | ||
| Hanzhong (Han) Li | ||||
| /s/ Kevin D. Vassily | Director | April 15, 2025 | ||
| Kevin D. Vassily | ||||
| /s/ Teng-Wei Chen | Director | April 15, 2025 | ||
| Teng-Wei Chen |
40