10-K/A
Aimfinity Investment Corp. I (AIMTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File Number: 001-41361
AIMFINITY INVESTMENT CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1641561 |
|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
| 221 W 9th St, PMB 235 <br><br>Wilmington, Delaware | 19801 |
|---|
| (Address of principal executive offices) | (Zip Code) |
(425) 365-2933
(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 |
|---|
| Units, consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant | AIMAU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, $0.0001 par value | AIMA | The Nasdaq Stock Market LLC |
| Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | AIMAW | The Nasdaq Stock Market LLC |
| Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | AIMAW | The Nasdaq Stock Market LLC |
| New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant | AIMBU | The Nasdaq Stock Market LLC |
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 ☐ No ☒
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 ☐ No ☒
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. Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ |
|---|
| Non-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 ☒ No ☐
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was $82,915,000, based on the trading price of the Units (AIMAU) of the registrant on that date. The registrant’s units commenced public trading on the Nasdaq Stock Market LLC on April 26, 2022, and its new units and class 1 redeemable warrants commenced separate public trading on the Nasdaq Stock Market LLC on June 16, 2022.
As of April 10, 2024, there were 4,465,882 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,012,500 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor Name: | Auditor Location: | Auditor Firm ID: |
|---|
| MaloneBailey, LLP | Houston, Texas | 206 |
EXPLANATORY NOTE
Aimfinity Acquisition Corp. I (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024 (the “2023 Form 10-K” or the “Original Filing”), solely for the purpose of correcting a scrivener’s error in the certifications filed as Exhibits 31.1 and 31.2 (the “Certifications”) to the 2023 Form 10-K. At the time the Company filed its 2023 Form 10-K, the Company’s certifying officers had completed the matters covered by paragraph 4(b) and the introductory language in paragraph 4 of the Certifications, referring to its internal control over financial reporting. The Certifications filed with the 2023 Form 10-K contained a scrivener’s error in that they inadvertently omitted such language, and the corrected Certifications are being filed as Exhibits 31.1 and 31.2 with this Form 10-K/A.
This Form 10-K/A contains only the cover page, this explanatory note, the exhibit list, a signature page and the revised certifications.
Please note that the only changes to the Original Filing are those related to the matters described herein. Except as described above, no changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing, and except as specifically provided herein, this Form 10-K/A does not reflect any information or events occurring after the date of the Original Filing.
1
EXHIBIT INDEX
2
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.
| July 29, 2024 | 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 | July 29, 2024 |
| I-Fa Chang | and Chief Executive Officer<br><br>(Principal Executive Officer) | |
| /s/ Xuedong (Tony) Tian | Chief Financial Officer | July 29, 2024 |
| Xuedong (Tony) Tian | (Principal Financial and Accounting Officer) | |
| /s/ Hanzhong (Han) Li | Director | July 29, 2024 |
| Hanzhong (Han) Li | ||
| /s/ Kevin D. Vassily | Director | July 29, 2024 |
| Kevin D. Vassily | ||
| /s/ Teng-Wei Chen | Director | July 29, 2024 |
| Teng-Wei Chen |
3
Exhibit 31.1
CERTIFICATION
I, I-Fa Chang, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on<br>Form 10-K for the fiscal year ended December 31, 2023 of Aimfinity Investment Corp. I; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | [Intentionally Omitted]; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures<br>as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the<br>audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| --- | --- |
| a) | all significant deficiencies and material weaknesses in the<br>design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
| Date: July 29, 2024 | |
| --- | --- |
| By: | /s/ I-Fa Chang |
| I-Fa Chang | |
| Chief Executive Officer<br><br> <br>(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Xuedong (Tony) Tian, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on<br>Form 10-K for the fiscal year ended December 31, 2023 of Aimfinity Investment Corp. I; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | [Intentionally Omitted]; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting,<br>or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures<br>as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the<br>audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| --- | --- |
| a) | all significant deficiencies and material weaknesses in the<br>design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s<br>ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| --- | --- |
| Date: July 29, 2024 | |
| --- | --- |
| By: | /s/ Xuedong (Tony) Tian |
| Xuedong (Tony) Tian | |
| Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer) |