UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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
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.
TABLE OF CONTENTS
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.
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.
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 USD1,242.24. 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.
Initial Business Combination
Nasdaq rules require that
we must complete one or more initial business combinations with a total aggregate fair market value of at least 80% of the value of the
assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the
Trust Account) at the time of our signing of a definitive agreement in connection with our initial business combination. We refer to this
as the 80% of net assets test. If our board of directors determines that it is not able to independently determine the fair market value
of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent valuation
or appraisal firm, with respect to the satisfaction of such criteria. In addition, pursuant to Nasdaq rules, any initial business combination
must be approved by a majority of our independent directors.
We structure our initial
business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the
outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended, or the Investment Company Act.
Even if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the initial business
combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and
us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest
in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial
business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.
If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets
test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial business
combination without the prior consent of our sponsor. If our securities are not then listed on Nasdaq for whatever reason, we would no
longer be required to meet the foregoing 80% of net asset test.
We may, at our option, pursue
an initial business combination opportunity jointly with one or more entities affiliated with US Tiger Securities, Inc., a New Jersey
corporation, a representative of the underwriters in the IPO (“US Tiger”). US Tiger and/or one or more investors in funds
or separate accounts managed by or affiliated with US Tiger, which we refer to as an “Affiliated Joint Transaction.” Any such
parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and US Tiger considered a
transaction to be mutually beneficial to us as well as the affiliated entity; and (iii) other business reasons exist to do so, such as
the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our Trust Account to fund
the initial business combination and/or the desire to obtain committed capital for closing the initial business combination. An Affiliated
Joint Transaction may be effected through a co-investment with us in the target business at the time of our initial business combination,
or we could raise additional proceeds to complete the initial business combination by issuing to such parties a class of equity or equity-linked
securities. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future
issuance” throughout. The amount and other terms and conditions of any such specified future issuance would be determined at the
time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any
specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance
would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would
retain their aggregate percentage ownership of founder shares at 20% of the sum of the total number of all ordinary shares issued and
outstanding upon completion of the IPO plus all shares issued in the specified future issuance, unless the holders of a majority of the
then-issued and outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the
time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such
specified future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not
limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation
with Class A shareholders on structuring an initial business combination; (iii) negotiation with parties providing financing which would
trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Transaction. If such adjustment
is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but
would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance
would reduce the percentage ownership of holders of both classes of our ordinary shares.
To the extent we effect our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,
we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks
inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.
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 “Existing 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 Existing
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 Charter Amendment Proposal, 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 five
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 “Existing Extension 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 Existing Extension
Notes is of the same terms. Each Existing Extension 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 Existing Extension Note may be accelerated.
The payee of the Existing
Extension Notes, Mr. Chang, has the right, but not the obligation, to convert the Existing Extension 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 Existing
Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
Second EGM and Extension
Under memorandum and articles
of association effective as of the date hereof, we currently have until April 28, 2024, 24 months after the closing of the IPO, to consummate
an initial business combination.
However, on March 29, 2024,
we filed a proxy statement on Schedule 14A (the “Proxy Statement”) to announce our intent to organize an extraordinary special
meeting (the “Second EGM”) of the shareholders of the Company to, by special resolution, amend (the “Charter Amendment”)
the Charter effective as of the date hereof to provide the Company the option to, by resolution of our board if requested by our sponsor,
extend the Combination Period by up to nine times, each time by an additional one months (up to January 28, 2025 to complete an initial
business combination), subject to the sponsor depositing additional funds into the Trust Account as set out below. In connection with
any such extension, public shareholders will be offered the opportunity to vote on or redeem their shares.
Pursuant to the Proxy Statement, in order to extend the Combination
Period for an additional nine one-month extensions, our sponsor or its affiliates or designees must deposit into the Trust Account the
lesser of (i) $60,000 for all remaining public shares, and (ii) an amount equal to $0.035 for each remaining public share at
the time of such deposit, on or prior to the date of the applicable deadline, for each one-month extension (the “New Extension Payment”).
If the shareholders of the Company approve the Charter Amendment, our sponsor and its affiliates or designees are obligated to fund
the Trust Account in order to extend the time for us to complete our initial business combination, but our sponsor will not be obligated
to extend such time. For each extension sought, we will issue a press release announcing each extension prior to the deadline and announcing
whether the funds have been timely deposited. In addition to the foregoing arrangements, we may further extend the Combination Period
by a shareholder vote to amend our memorandum and articles of association.
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.
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 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; 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 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 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.
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.
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. |
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.
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, 2024, 24 months after the closing of the IPO, to consummate
an initial business combination. However, on March 29, 2024, we filed a proxy statement on Schedule 14A to announce our intent to organize
the Second EGM to, by special resolution, approve the Charter Amendment to provide the Company the option to, by resolution of our board
if requested by our Sponsor, extend the Combination Period by up to nine times, each time by an additional one months (up to January 28,
2025 to complete a business combination), subject to the sponsor depositing additional funds into the Trust Account as set out below.
In connection with any such extension, public shareholders will be offered the opportunity to vote on or redeem their shares. Pursuant
to the proxy statements, in order to extend the time available for us to consummate our initial business combination for an additional
nine one-month extensions, our sponsor or its affiliates or designees must deposit into the Trust Account the New Extension Payment for
each monthly extension sought. If the Charter Amendment is not approved at the meeting or 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.
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.
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) Xu. 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 April 28, 2024 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. |
| |
● |
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. 263874) filed in connection with
our IPO, our Quarterly Reports on Form 10-Q, as filed with SEC on June 9, 2022, August 12, 2022, and November 14, 2022, respectively,
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on April 17, 2023, and in a proxy statement/prospectus
in connection with the Docter Business Combination on the Form F-4 to be filed with the SEC.
In addition to any risk factors
disclosed in our Prospectus, we believe the risks described below outline additional items of most concern to us:
The excise tax included in the Inflation
Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our ability to consummate
an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.
On August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value
of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because there
is a possibility that we may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our
parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered
corporation” within the meaning of the Inflation Reduction Act following the consummation of our initial business combination, and
while not free from doubt, it is possible that the Excise Tax will apply to any redemptions of our ordinary shares after December 31,
2022, including redemptions in connection with an initial business combination and any amendment to our Charter to extend the time to
consummate an initial business combination, unless an exemption is available.
The U.S. Department of the
Treasury recently issued guidance (the “Guidance”) clarifying when certain repurchases would be exempt from the excise tax,
such as where the repurchases occur in the same year that the repurchasing company undertakes a complete liquidation (as described in
Section 331 of the Internal Revenue Code (the “Code”)). However, only limited guidance has been issued to date. The Guidance
clarified that the Excise Tax will not apply to complete corporate liquidations within the meaning of Section 331 of the Code. Although
most commentators believe that this exception applies to the wind up of a SPAC, there remains uncertainty and any liquidation will need
to be conducted with careful attention to planning and applicable rules and interpretive advice. Accordingly, there is a risk that the
Excise Tax may apply to redemptions of our securities in connection with a liquidation that is not implemented to fall within the meaning
of a complete liquidation in Section 331 of the Code. In addition, because the Excise Tax would be payable by us and not by the redeeming
holder, the mechanics of any required payment of the Excise Tax have not been determined. For these reasons, the value of your investment
in our securities may decrease as a result of the Excise Tax in some circumstances. In addition, the Excise Tax may make a transaction
with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate
an initial business combination.
The Guidance also clarifies
that a SPAC that redeems shares in connection with an extension process may be subject to the Excise Tax in respect to those redemptions,
subject to considerations including whether there are applicable shares issuances during the taxable year, including in connection with
an initial business combination or share private placement, which would exceed and net against redemptions during such period (such netting,
the “Netting Rule”) or if there occurs during the same fiscal year a complete liquidation of the SPAC in compliance with Section
331 of the Code.
Whether the Excise Tax will
apply to redemptions in connection with a de-SPAC transaction may depend on the structure of the de-SPAC transaction, subject to application
of the Netting Rule. For example, where the target business entity is the issuer of shares and/or other equity and in certain other business
combination structures where the equity is not issued by the SPAC, the Excise Tax may apply.
Accordingly, there is a risk
that if the Excise Tax is applicable, we could have reduced funds in our trust account to pay redemptions or that are available to a combined
company following a de-SPAC.
Nonetheless, we believe we
are not permitted to use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other
similar fees or taxes in nature that may be imposed on the Company pursuant to any current, pending or future rules or laws, including
without limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any redemptions or stock
buybacks by the Company. In the event an excise tax and/or any other similar fees or taxes in nature are levied or imposed on us pursuant
to any current, pending or future rule(s) or law(s), and such tax or fee has not been paid by us to the applicable regulatory authority
on or prior to the due date for such a tax or fee, our Sponsor agrees to promptly (but in any event sufficiently prior to the due date
for such tax or fee to assure timely payment thereof) either directly pay such tax or fee on behalf of us or advance to us such funds
as necessary and appropriate to allow us to pay such tax or fee timely. Our Sponsor agrees not to seek recourse for such expenses from
the trust account.
We may not be able to complete the Docter Business
Combination if it is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign
Investment in the United States (CFIUS), or ultimately prohibited.
CFIUS is an interagency committee
authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the
effect of such transactions on the national security of the United States. Whether CFIUS has jurisdiction to review an acquisition or
investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial
ownership interest and the nature of any information or governance rights involved.
For example, investments that
result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined
in 31 C.F.R. Part 800) that might be considered by CFIUS to be a covered transaction that CFIUS would have authority to review. Some
of our directors and officers, and members of our Sponsors, are “foreign persons” as defined under the relevant regulations.
Specifically:
| |
● |
Among our management, Mr. I-Fa Chang, our CEO and Chairman, and Teng-Wei Chen, our independent director, are located in the U.S. and Taiwanese citizen. Other than the foregoing, the rest of our directors and officers are U.S. citizens residing in the U.S. |
| |
● |
Our sponsor, Aimfinity Investment LLC, currently holding 27.48% of our outstanding shares (with Class A and Class B ordinary shares counting together). The Sponsor is managed by Mr. Chang, our CEO and Chairman and owned directly or indirectly by: |
| |
● |
Mr. Chang, who owns 91.138% of all Membership Interests in the Sponsor, is entitled to receive the distribution of an equivalent of 1,542,500 Class B ordinary shares of the Company; |
| |
● |
Mr. Tian, a U.S. citizen and our CFO and director, who owns 5.908% of all Membership Interests in the Sponsor, is entitled to receive the distribution of an equivalent of 100,000 Class B ordinary shares of the Company; |
| |
● |
Mr. Chun-Cheng Su, a Taiwanese citizen and resident, who owns 2.954% of all Membership Interests in the Sponsor, is entitled to receive the distribution of an equivalent of 50,000 Class B ordinary shares of the Company; |
As a result, an aggregate of
1,592,500 shares, or 25.86% of our outstanding shares are held indirectly by non-U.S. persons or persons with foreign citizenship. We
are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered
as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations.
Therefore, we could be subject to foreign ownership restrictions and/or CFIUS review if Docter Inc. or any alternative target that we
may seek to pursue is considered to be engaged in a regulated industry or which may affect national security.
Moreover, the scope of CFIUS
review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive,
non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business.
FIRRMA’s implementing regulations, which became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction
to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information
or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure”
and/or “sensitive personal data.” In addition, the implementing regulations also subjects certain categories of investments
to mandatory filings. If Docter’s business falls within CFIUS’s jurisdiction, we may determine that we are required to make
a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the Docter Business Combination. CFIUS may decide to block or delay the Docter
Business Combination, impose conditions to mitigate national security concerns with respect to the Docter Business Combination or order
us to divest all or a portion of PubCo’s business without first obtaining CFIUS clearance.
As a result of, and upon consummation
of the Docter Business Combination, Aimfinity shall cease to exist and Docter shall become a subsidiary of PubCo, and PubCo shall become
a new public company owned by the prior holders of our ordinary shares, the prior holders of our warrants, prior stockholders of Docter
Inc., and potential third-party investors of a financing in connection with the Docter Business Combination. PubCo is a holding company
incorporated in the Cayman Islands. In addition, Docter’s businesses are substantially based in Taiwan. As a result, we do not expect
the Docter Business Combination to result in “control” of a “U.S. business” by a “foreign person.”
under the regulations administered by CFIUS. Additionally, we do not expect the business of Docter to be deemed to have a nexus to “critical
technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” under the
regulations administered by CFIUS.
Notwithstanding the above,
if our determination is not correct, or if the regulations change or are interpreted differently in the future, the Docter Business Combination
may be subject to CFIUS review or review by another U.S. governmental entity and ultimately prohibited. Even if it not prohibited, any
review by CFIUS or another government entity may have outsized impacts on, among other things, the certainty, timing and feasibility of
the Docter Business Combination, which would significantly limit or completely hinder our ability to complete the Docter Business Combination
and force us to liquidate and our warrants to expire worthless, preventing the possibility of any price appreciation that may have occurred
in our securities following the Docter Business Combination.
The process of government review,
whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the Docter Business Combination. If we cannot
complete the Docter Business Combination by April 28, 2024 (assuming full extension) because the review process drags on beyond such timeframe
or because the Docter Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, it may be required to
liquidate. If we liquidate, our public shareholders may only receive $10.20 per share, and our warrants will expire worthless. This will
also cause you to lose the investment opportunity in Docter or another target company and the chance of realizing future gains on your
investment through any price appreciation in the combined company.
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.
We have not adopted any cybersecurity
risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and
managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such
matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or
actions that the board deems appropriate to take.
As of the date of this report,
we have not encountered any cybersecurity incidents since our IPO.
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.
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, 2023, 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.
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 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 our 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, 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.
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 Business Combination Agreement,
collectively, the “Docter Business Combination”). Following the consummation of the Docter 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 Business Combination 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
Business Combination 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 Business Combination 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. |
Recent Development
Monthly Extensions
Under Aimfinity’s currently
effective second amended and restated 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 Monthly Extensions the Company seeks to extend) to consummate
an initial business combination (the “Combination Period”).
For each Monthly Extension,
the Monthly Extension Payment needs to be deposited into the Trust Account for the public stockholders by the 28th day
of each month in July 2023 to April 2024 to lead to an extension of the period of time Aimfinity has to consummate the initial
business combination by each one-month period, for a total of up to nine months, from July 28, 2023 to April 28, 2024.
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.
Under our currently effective
second amended and restated memorandum and articles of association, we would now have until April 28, 2024 to consummate an initial
business combination (the “Combination Period”).
In connection with the nine
monthly extensions, we issued nine unsecured Extension Notes, each of $85,000 to I-Fa Chang, as sole member and manager the Sponsor, to
evidence the payments made for the five monthly extensions.
Each of the Extension Notes
is of the same terms. Each Extension 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 Extension Note may be accelerated.
The payee of the Extension
Notes, Mr. Chang, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into
AIMA Private Placement Units, that are identical to the AIMA Private Placement Units issued by the Company in the Private Placement
consummated simultaneously with the Aimfinity’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 Docter Business
Combination. The number of AIMA 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 Extension
Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
Working Capital Notes 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 Docter 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 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 the
date hereof, all $500,000 working capital has been drawn by the
Company and no balance has been repaid as of the date of this Report.
As
of December 31, 2023, the Company had $500,000 in borrowings under the working capital loans.
On April 4, 2024, the Company
issued a second 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 the date hereof, no working capital
has been drawn by the Company and no balance has been repaid as of the date of this Report.
Second Extraordinary General Meeting
Under Aimfinity’s currently
effective amended and restated memorandum and articles of association, the Aimfinity would have until July 28, 2023 (or April 28,
2024 if the Aimfinity extends the period of time to consummate an initial business combination) to consummate an initial business combination.
On March 29, 2024, Aimfinity filed a proxy statement on Schedule 14A with the SEC to announce that it will organize an extraordinary general
meeting of shareholders (the “Extension EGM”). At the Extension EGM, the shareholders of the Company will be asked to vote,
by special resolution, to approve the proposal to amend the Company’s currently effective amended and restated memorandum and articles
of association (the “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, 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 AIMA Public Share for each one-month extension.
Under Cayman Islands law, the Charter Amendment shall take effect upon approval of the proposal by the shareholders at the Extension EGM.
In connection with the votes
to approve the proposal, the Public Shareholders of the Public Shares would be afforded with an opportunity to redeem their Public Shares.
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, 2023 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, 2023, we had a net income of $1,915,114 which
consisted of interest income of $3,266,717 on investments held in Trust Account which was offset by operating cost of $1,351,603.
For
the year ended December 31, 2022, we had a net loss of $352,037, which consisted of interest income of $625,662 on investments held in
Trust Account which was offset by operating cost of $977,699.
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.
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, 2023, $43,794,663
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, 2023 the Company, had $500,000 borrowings under the working capital loans.
As
of December 31, 2023, Aimfinity had cash of $4,989 and a working capital deficiency of $1,656,945. 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, 2023, there were $500,000 under Working
Capital Loans.
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, 2023. 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.
Critical Accounting Policies
The accompanying consolidated financial statements are presented in
conformity with GAAP and pursuant to the rules and regulations of the SEC.
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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The net proceeds of our IPO
and the Private Placement held in the Trust Account are invested in U.S. government securities with a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest
rate risk.
Item 8. Financial Statements and Supplementary Data.
Reference is made to Pages
F-1 through F-19 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.
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, 2023, 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. |
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, 2023. 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, 2023, 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.
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.
Not applicable.
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 |
|
52 |
|
Chief Financial Officer and Director |
| Hanzhong (Han) Li |
|
55 |
|
Director |
| Teng-Wei Chen |
|
41 |
|
Director |
| Kevin Vassily |
|
57 |
|
Director |
Mr.
I-Fa Chang has served as the Chairman and Chief Executive Officer of the Company since March 2023. Mr. Chang has more than two decades
of investment management and advisory experience. 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. Mr. Tian has served as a managing director and head
of capital markets at US Tiger Securities, Inc. since October 2020. He has also served as the CEO of Feutune Light Acquisition Corporation
(Nasdaq: FLFV), a SPAC listed on Nasdaq, since March 2022, and a director since June 2022. 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. In this role, Dr. Li is responsible for a variety of initiatives on finance, corporate and business
development for the company. Before joining Eureka, Dr. Li spent two years as the chief financial officer at Ascentage Pharma Group (HKEX:
6855) from June 2017 to December 2018. 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.
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 D. Vassily has served as a member of our Board since March 2023. Mr. Vassily has extensive working experience as a senior management
team member serving private and public companies. Mr. Vassily is a director nominee of Fortune Joy International Acquisition Corporation,
a special purpose acquisition companies (“SPAC”) seeking Nasdaq listing, and a director of Feutune Light Acquisition Corp.
(Nasdaq: FLFV) since June 2022. Previously, Mr. Vassily served as a director of Denali Capital Acquisition Corp. from April 2022 to [February]
2024. 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 January 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 2010 to 2014, 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.
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.
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.
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.
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 April 10, 2024, 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) | |
| 84.10 | % | |
| — | | |
| — | |
| Xuedong (Tony) Tian | |
| 100,000 | (2) | |
| 4.97 | % | |
| — | | |
| — | |
| All officers and directors as a group (5 individuals) | |
| 1,692,500 | | |
| 84.10 | % | |
| — | | |
| — | |
| Aimfinity Investment LLC (our sponsor) | |
| 1,692,500 | (1) | |
| 84.10 | % | |
| — | | |
| — | |
| George Jing Cao | |
| 280,000 | | |
| 13.91 | % | |
| 492,000 | (2) | |
| 6.11 | % |
| Chun-Cheng Su | |
| 50,000 | (3) | |
| 2.49 | % | |
| — | | |
| — | |
| Nicholas Torres III | |
| 10,000 | (4) | |
| * | | |
| — | | |
| — | |
| James J. Long | |
| 10,000 | (4) | |
| * | | |
| — | | |
| — | |
| Joshua Gordon | |
| 10,000 | (4) | |
| * | | |
| — | | |
| — | |
| Xin Wang | |
| 10,000 | | |
| * | | |
| — | | |
| — | |
| Wolverine Asset Management, LLC. | |
| — | | |
| — | | |
| 329,567 | (5) | |
| 7.38 | % |
| Meteora Capital, LLC. | |
| — | | |
| — | | |
| 439,851 | (6) | |
| 9.85 | % |
|
(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) |
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. |
|
(4) |
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. |
|
(5) |
This information is based solely on a Schedule 13G filed by Wolverine
Asset Management, LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick (collectively,
the “Wolverine Reporting Persons”) with the SEC on February 8, 2024. The Wolverine Reporting Persons have a shared voting
power of 329,567 shares and shared dispositive power of 329,567 shares. The business address of such holder is 175 West Jackson Blvd,
Suite 340, Chicago, IL 60604. |
|
(6) |
This information is based solely on a Schedule 13G filed by Meteora
Capital, LLC and Vik Mittal (collectively, the “Meteora Reporting Persons”) with the SEC on February 14, 2024. The Meteora
Reporting Persons have a shared voting power of 439,851 shares and shared dispositive power of 439,851 shares. The business address of
such holder is 1200 N Federal Hwy, #200, Boca Raton FL 33432. |
As of the date hereof, our initial shareholders beneficially owned
approximately 20% 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.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
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. The sponsor later transferred 20,000 founder shares to the Chief Financial Officer of the Company
and 60,000 founder shares to certain members of our board of directors on March 29, 2022.
Our sponsor has purchased
an aggregate of 492,000 Private Placement Units (with each Private Placement Unit consisting of one Private Placement Share, one Class
1 Warrant and one-half of one 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 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, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent
of our sponsor.
On March 16, 2023, the sponsor
initiated a distribution of 280,000 founder shares and 492,000 private placement units of the Company 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 the Company, to transfer 10,000 founder shares each to the sponsor, as a result of which, the sponsor
will directly hold 1,692,500 founder shares.
As
of December 31, 2023 a total of $510,000 was deposited into
the Trust Account for the public shareholders, resulting in extensions of the period of time the Company has to consummate the initial
Business Combination by January 28, 2024.
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, 2023 the Company had $500,000 borrowings under the working capital loans.
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 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 USD1,242.00.
On April 4, 2024, the Company issued a second 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.
If any of our 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 we can pursue such opportunity.
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 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. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor,
officers, directors or our or their affiliates.
In addition to the two working
capital notes issued on December 8, 2023 and April 4, 2024, respectively, in order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete our initial business
combination, we may repay such loaned amounts out of the proceeds held in the Trust Account released to us. In the event that the initial
business combination does not close, we 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 w Private
Placement Units of the Company. They 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. .
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.
After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer
materials, as applicable, furnished to our 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 our initial business combination, as applicable, as
it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration
and shareholder rights agreement with respect to the founder shares and Private Placement Warrants, which is described under the heading
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Contractual Obligations.”
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, and Marcum LLP for the years ended December 31,
2023 and 2022.
MaloneBailey, LLP
| | |
2023 | | |
2022 | |
| Audit Fees | |
$ | 89,000 | | |
$ | 58,000 | |
| Audit-Related Fees | |
| - | | |
| - | |
| Tax Fees | |
| - | | |
| - | |
| All Other Fees | |
| - | | |
| - | |
Marcum LLP (formerly,
Friedman LLP, prior to Friedman LLP combining with Marcum LLP effective September 1, 2022)
| | |
2023 | | |
2022 | |
| Audit Fees | |
$ | - | | |
$ | 92,000 | |
| Audit-Related Fees | |
| - | | |
| - | |
| Tax Fees | |
| - | | |
| - | |
| All Other Fees | |
| - | | |
| - | |
Audit fees were for professional
services rendered by MaloneBailey, LLP or Marcum LLP for the audit of our annual financial statements, and services that are normally
provided by MaloneBailey, LLP or Marcum 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).
PART IV
Item 15. Exhibit and Financial Statement Schedules.
| (a) |
The following documents are filed as part of this report: |
| |
(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.
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.
AIMFINITY INVESTMENT CORP. I
INDEX TO FINANCIAL STATEMENTS
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, 2023 and 2022, and the related consolidated statements of operations, changes in 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, 2023 and 2022, 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’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 the Company’s 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 audit 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/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company’s auditor
since 2023.
Houston, Texas
April 12, 2024
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED BALANCE SHEETS
| | |
DECEMBER 31,
2023 | | |
DECEMBER 31,
2022 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash | |
$ | 4,989 | | |
$ | 710,573 | |
| Prepaid expenses - current portion | |
| 13,070 | | |
| 156,845 | |
| Total current assets | |
| 18,059 | | |
| 867,418 | |
| | |
| | | |
| | |
| Prepaid expenses - non-current portion | |
| - | | |
| 13,070 | |
| Cash held in Trust Account | |
| 43,794,663 | | |
| 82,735,662 | |
| Total Assets | |
$ | 43,812,722 | | |
$ | 83,616,150 | |
| | |
| | | |
| | |
| Liabilities, Temporary Equity, and Shareholders’ Deficit | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 633,432 | | |
$ | 812,249 | |
| Payable - related party | |
| 31,572 | | |
| 13,749 | |
| Working Capital Loan - related party | |
| 500,000 | | |
| - | |
| Extension Loan - related party | |
| 510,000 | | |
| - | |
| Total Current Liabilities | |
| 1,675,004 | | |
| 825,998 | |
| | |
| | | |
| | |
| Deferred underwriters’ discount | |
| 2,817,500 | | |
| 2,817,500 | |
| Total Liabilities | |
| 4,492,504 | | |
| 3,643,498 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Ordinary shares subject to possible redemption, 3,973,882 shares and 8,050,000 shares at redemption value of $11.02 and $10.28 per share as of December 31, 2023 and 2022, respectively | |
| 43,794,663 | | |
| 82,735,662 | |
| | |
| | | |
| | |
| Shareholders’ Deficit: | |
| | | |
| | |
| Preference shares, $0.0001 par value, 1,000,000 shares authorized, non issued and outstanding | |
| - | | |
| - | |
| Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 492,000 and 492,000 issued and outstanding(excluding 3,973,882 shares and 8,050,000 shares subject to possible redemption as of December 31, 2023 and 2022, respectively) | |
| 49 | | |
| 49 | |
| Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 2,012,500 shares issued and outstanding | |
| 201 | | |
| 201 | |
| Additional paid-in capital | |
| - | | |
| - | |
| Accumulated deficit | |
| (4,474,695 | ) | |
| (2,763,260 | ) |
| Total Shareholders’ Deficit | |
| (4,474,445 | ) | |
| (2,763,010 | ) |
| Total Liabilities, Temporary Equity and Shareholders’ Deficit | |
$ | 43,812,722 | | |
$ | 83,616,150 | |
The accompanying notes are an integral part of these consolidated financial
statements.
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
For the
Year ended | | |
For the
Year ended | |
| | |
December 31,
2023 | | |
December 31,
2022 | |
| | |
| | |
| |
| Formation and operating costs | |
$ | 1,351,603 | | |
$ | 977,699 | |
| Loss from Operations | |
| (1,351,603 | ) | |
| (977,699 | ) |
| | |
| | | |
| | |
| Other income: | |
| | | |
| | |
| Interest earned on investment held in Trust Account | |
| 3,266,717 | | |
| 625,662 | |
| | |
| | | |
| | |
| Net Income (Loss) | |
$ | 1,915,114 | | |
$ | (352,037 | ) |
| | |
| | | |
| | |
Basic and diluted weighted ordinary average shares outstanding, subject to possible redemption | |
| 6,665,237 | | |
| 5,447,534 | |
Basic and diluted net income per ordinary shares subject to possible redemption | |
$ | 0.36 | | |
$ | 0.44 | |
Basic and diluted weighted average ordinary shares outstanding | |
| 2,504,500 | | |
| 2,345,442 | |
Basic and diluted net loss per ordinary share attributable to Aimfinity Investment LLC | |
$ | (0.20 | ) | |
$ | (1.17 | ) |
The accompanying notes are an integral part of these consolidated financial
statements.
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
|
| | 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 | |
| - | | |
$ | - | | |
| 492,000 | | |
$ | 49 | | |
| 2,012,500 | | |
$ | 201 | | |
$ | - | | |
$ | (2,763,260 | ) | |
$ | (2,763,010 | ) |
| Settlement of deferred offering costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 150,168 | | |
| 150,168 | |
| Extension funds attributable to ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (510,000 | ) | |
| (510,000 | ) |
| Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,266,717 | ) | |
| (3,266,717 | ) |
| Net Income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,915,114 | | |
| 1,915,114 | |
| Balance as of December 31, 2023 | |
| - | | |
$ | - | | |
| 492,000 | | |
$ | 49 | | |
| 2,012,500 | | |
$ | 201 | | |
$ | - | | |
$ | (4,474,695 | ) | |
$ | (4,474,445 | ) |
| | For
The Year Ended December 31, 2022
|
| | |
Preference shares | | |
Ordinary Shares | | |
Additional | | |
| | |
Total | |
| | |
| | |
| | |
Class A | | |
Class B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity (Deficit) | |
| Balance as of December 31, 2021 | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 2,012,500 | | |
$ | 201 | | |
$ | 24,799 | | |
$ | (2,704 | ) | |
$ | 22,296 | |
| Sale of public units through public offering | |
| - | | |
| - | | |
| 8,050,000 | | |
| 805 | | |
| - | | |
| - | | |
| 80,499,195 | | |
| - | | |
| 80,500,000 | |
| Sale of private placement shares | |
| - | | |
| - | | |
| 492,000 | | |
| 49 | | |
| - | | |
| - | | |
| 4,919,951 | | |
| - | | |
| 4,920,000 | |
| Underwriters’ discount | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,427,500 | ) | |
| - | | |
| (4,427,500 | ) |
| Other offering expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (690,107 | ) | |
| - | | |
| (690,107 | ) |
| Reclassification of ordinary shares subject to redemption | |
| - | | |
| - | | |
| (8,050,000 | ) | |
| (805 | ) | |
| - | | |
| - | | |
| (78,969,389 | ) | |
| - | | |
| (78,970,194 | ) |
| Allocation of offering costs to ordinary shares subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,020,353 | | |
| - | | |
| 5,020,353 | |
| Accretion of carrying value to redemption value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (6,377,302 | ) | |
| (2,408,519 | ) | |
| (8,785,821 | ) |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (352,037 | ) | |
| (352,037 | ) |
| Balance as of December 31, 2022 | |
| - | | |
$ | - | | |
| 492,000 | | |
$ | 49 | | |
| 2,012,500 | | |
$ | 201 | | |
$ | - | | |
$ | (2,763,260 | ) | |
$ | (2,763,010 | ) |
The accompanying notes are an integral part of these consolidated financial
statements.
AIMFINITY INVESTMENT CORP. I
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
For the
Year Ended | | |
For the
Year Ended | |
| | |
December 31,
2023 | | |
December 31,
2022 | |
| Cash Flows from Operating Activities: | |
| | |
| |
| Net income (loss) | |
$ | 1,915,114 | | |
$ | (352,037 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Interest earned on investment held in Trust Account | |
| (3,266,717 | ) | |
| (625,662 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses | |
| 156,845 | | |
| (169,915 | ) |
| Accrued expense | |
| (10,826 | ) | |
| 812,249 | |
| Payable - related party | |
| - | | |
| 13,749 | |
| Net cash used in operating activities | |
| (1,205,584 | ) | |
| (321,616 | ) |
| | |
| | | |
| | |
| Cash Flows from Investing Activities: | |
| | | |
| | |
| Purchase of investment held in trust account | |
| - | | |
| (82,110,000 | ) |
| Investment of Cash in Trust Account | |
| (510,000 | ) | |
| - | |
| Withdraw of investment held in trust account | |
| 42,717,716 | | |
| - | |
| Net cash used in investing activities | |
| 42,207,716 | | |
| (82,110,000 | ) |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Proceeds from sale of public units through public offering | |
| - | | |
| 80,500,000 | |
| Proceeds from sale of private placement shares | |
| - | | |
| 4,920,000 | |
| Payment of underwriters’ discount | |
| - | | |
| (1,610,000 | ) |
| Payment of offering costs | |
| - | | |
| (690,107 | ) |
| Ordinary shares redemption | |
| (42,717,716 | ) | |
| - | |
| Proceeds from issuance of promissory from founder | |
| - | | |
| 351,150 | |
| Proceeds from extension loan | |
| 510,000 | | |
| - | |
| Proceeds from working capital loan | |
| 500,000 | | |
| - | |
| Repayment on promissory note to related party | |
| - | | |
| (328,854 | ) |
| Net cash provided in financing activities | |
| (41,707,716 | ) | |
| 83,142,189 | |
| | |
| | | |
| | |
| Net Change in Cash | |
| (705,584 | ) | |
| 710,573 | |
| | |
| | | |
| | |
| Cash at beginning of period | |
| 710,573 | | |
| - | |
| Cash at end of period | |
$ | 4,989 | | |
$ | 710,573 | |
| | |
| | | |
| | |
| Supplemental Disclosure of Non-cash Financing Activities | |
| | | |
| | |
| Reclassification of ordinary shares subject to redemption | |
$ | - | | |
$ | 82,110,000 | |
| Settlement of deferred offering costs | |
| 150,168 | | |
| - | |
| Deferred underwriters’ discount | |
$ | - | | |
$ | 2,817,500 | |
| Extension funds attributable to ordinary shares subject to redemption | |
$ | 510,000 | | |
$ | - | |
| Payable - related party paid expenses on behalf of the Company | |
$ | 17,823 | | |
$ | - | |
| Accretion of carrying value to redemption value | |
$ | 3,266,717 | | |
$ | 8,785,821 | |
The accompanying notes are an integral part of these consolidated financial
statements.
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, 2023, the Company had not
commenced any operations. The Company’s only activities from July 26, 2021 (inception) to December 31, 2023 were organizational
activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for a Business
Combination. The Company will not generate any operating revenues until after the completion of a 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
8,050,000 units (including 1,050,000 units issued upon the full exercise of the over-allotment option, the “Public Units”).
Each unit consists of one share of the Company’s Class A ordinary share and one Class 1 public warrant and one-half of one Class
2 public warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A ordinary share
at a price of $11.50 per share, and only whole warrants are exercisable. The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $80,500,000 on April 28, 2022.
Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 492,000 units (the “Private Placement Units”) at a purchase price of $10.00
per Private Placement Unit, generating gross proceeds to the Company of $4,920,000. The Private Placement Unit are identical to the Public
Units in the IPO, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Units (except to certain
permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.
Transaction costs amounted to $5,117,607, consisting
of $4,427,500 of underwriting fees and $690,107 of other offering costs. As of December 31, 2023 and 2022, cash of $4,989 and $710,573
respectively, were held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the IPO and the issuance
and the sale of Private Placement Units on April 28, 2022, $82,110,000 ($10.20 per Public Unit) from the net proceeds of the sale of
the Public Units in the IPO and the sale of Private Placement Units was placed in a trust account (the “Trust Account”) maintained
by U.S. Bank, National Association as a trustee. The funds in the trust account will be invested only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a 7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the
trust account that may be released to the Company to pay the franchise and income taxes, if any, the effective memorandum and articles
of association at the time and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the
sale of the Private Placement Units held in the trust account will not be released from the Trust Account (1) to the Company, until the
completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion
of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected
to redeem, subject to the limitations described herein, (b) the redemption of any Class A ordinary shares properly tendered in connection
with a shareholder vote to amend the Company’s effective amended and restated memorandum and articles of association at the time
(A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A ordinary shares
the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (B)
with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption
of the Company’s public shares if the Company has not consummated the Business Combination within the Combination Period, subject
to applicable law.
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 80% of the assets held in
the trust account (excluding deferred underwriting commissions and interest income earned on the trust account that is released for working
capital purposes or to pay taxes) at the time of the agreement to enter into the initial Business Combination. However, the Company will
only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no
assurance that the Company will be able to complete a Business Combination successfully.
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 $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted
in favor of the Business Combination.
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 “EGM”). At the 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 “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)
$85,000 for each one-month extension or (ii) $0.04 for each Public Share for each one-month extension (the “Charter Amendment Proposal”).
Under Cayman Islands law, the Charter Amendment took effect upon approval of the Charter Amendment Proposal by the shareholders at the
EGM. On July 27, 2023, the Company also filed a second amended and restated memorandum and articles of association with the Registrar
of Companies of the Cayman Islands. Pursuant to the Charter Amendment, the Company may, at the request of the sponsor of the Company’s
IPO, Aimfinity Investment LLC (the “sponsor”), and by approval of the Company’s board of directors, elect to extend
the period to consummate an initial business combination up to nine times, each by an additional one-month period (each, a “Monthly
Extension”), for a total of up to nine months to April 28, 2024 (the “Combination Period”), by depositing to the Trust
Account $85,000 for each Monthly Extension.
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, 2023, a total of $510,000
was deposited into the Trust Account for the public shareholders, resulting in extensions of the period of time the Company has to consummate
the initial Business Combination by January 28, 2024.
The Company will have the Combination Period
to consummate the Business Combination, 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 $100,000 of interest to pay dissolution expenses) divided by the number of the then-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
the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to
the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
The founder shares are designated as Class B
ordinary shares are identical to the Class A ordinary shares included in the units being sold in the IPO, and holders of founder shares
have the same shareholder rights as public shareholders, except that: (a) the founder Class B ordinary shares will automatically convert
into the Company’s Class A ordinary shares at the time of the initial Business Combination, (b) the founder shares are subject
to certain transfer restrictions, as described in more detail below; (c) prior to the initial Business Combination, only holders of the
founder shares have the right to vote on the appointment of directors and holders of a majority of the Company’s founder shares
may remove a member of the board of directors for any reason; (d) in a vote to continue the Company in a jurisdiction outside the Cayman
Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meeting), holders
of the Company’s founder shares have ten votes for every founder share and, as a result, the Company’s initial shareholders
will be able to approve any such proposal without the vote of any other shareholder; (e) the Company’s sponsor and each member
of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association (A) that would modify the substance or timing of the obligation to provide holders of the Company’s Class A ordinary
shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to
any other provision relating to the rights of holders of the Company’s Class A ordinary shares; and (iii) waive their rights to
liquidating distributions from the trust account with respect to any founder shares they hold if the Company fail to consummate an initial
Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time
frame; and (f) the founder shares are entitled to registration rights. If the Company seek shareholder approval of the Company’s
initial Business Combination, the Company will complete the initial Business Combination only if the Company obtains 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, the Company’s sponsor and each member of the management team have agreed
to vote their founder shares and public shares in favor of the initial Business Combination.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
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 20% of the sum of
(i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued,
to any seller in the initial Business Combination and any private placement units issued to the Company’s sponsor, its affiliates
or any member of the management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into
Class A ordinary shares at a rate of less than one-to-one.
The sponsor, Aimifnity 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) $10.20 per public share and
(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than
$10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to
pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target
business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under the indemnity
of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability
for such third-party claims.
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”),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)
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).
Going Concern Consideration
As of December 31, 2023, the Company had cash
of $4,989 and a working deficit of $1,656,945. The Company has incurred and expects to continue to incur significant professional costs
to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
The Company’s cash and working capital as of December 31, 2023,
are not sufficient to complete its planned activities to consummate a 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 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.
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.
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 $4,989 and $710,573 in cash
as of December 31, 2023 and 2022, respectively. The Company had no cash equivalents as of December 31, 2023 or December 31, 2022.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Investments held in Trust Account
As of December 31, 2023 and 2022, the assets held in the Trust Account
were held in money market funds, which are invested in U.S. Treasury securities.
The Company classifies its U.S. Treasury and
equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.”
Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of
premiums or discounts.
Deferred Offering Costs
The Company complies with the requirements of
FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC
Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, accounting
and other expenses (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related
to the IPO and was charged to shareholder’s equity upon the completion of the IPO on April 28, 2022.
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, 2023 and 2022, ordinary shares subject to possible redemption are presented at redemption value of $11.02
and $10.28 per share, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s balance
sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary
Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
Class A ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital
equals to zero.
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, 2023 and 2022, 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.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
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 (loss) | |
$ | 1,915,114 | | |
$ | (352,037 | ) |
| | |
| | | |
| | |
| Accretion of carrying value to redemption value | |
| (3,776,717 | ) | |
| (8,785,821 | ) |
| Net loss including accretion of carrying value of redemption value | |
$ | (1,861,603 | ) | |
$ | (9,137,858 | ) |
| | |
For the Year Ended | | |
For the Year Ended | |
| | |
December 31, 2023 | | |
December 31, 2022 | |
| | |
| | |
Non- | | |
| | |
Non- | |
| | |
Redeemable | | |
Redeemable | | |
Redeemable | | |
Redeemable | |
| | |
Common | | |
Common | | |
Common | | |
Common | |
| | |
Stock | | |
Stock | | |
Stock | | |
Stock | |
| Basic and diluted net income (loss) per share: | |
| | |
| | |
| | |
| |
| Numerators: | |
| | |
| | |
| | |
| |
| Allocation of net income (loss) including carrying value to redemption value | |
$ | 1,353,149 | | |
$ | (508,454 | ) | |
$ | (6,387,648 | ) | |
$ | (2,750,210 | ) |
| Less: Accretion of carrying value to redemption value | |
| 3,776,717 | | |
| - | | |
| 8,785,821 | | |
| - | |
| Allocation of net income/(loss) | |
$ | 2,423,568 | | |
$ | (508,454 | ) | |
$ | 2,398,173 | | |
$ | (2,750,210 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Denominators: | |
| | | |
| | | |
| | | |
| | |
| Weighted-average shares outstanding | |
| 6,665,237 | | |
| 2,504,500 | | |
| 5,447,534 | | |
| 2,345,442 | |
Basic and diluted net income/ (loss) per share | |
$ | 0.36 | | |
$ | (0.20 | ) | |
$ | 0.44 | | |
$ | (1,17 | ) |
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, 2023 and
2022, approximately $0 and $460,573, respectively, was over the Federal Deposit Insurance Corporation (FDIC) limit.
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.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
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.
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 no unrecognized tax benefits and no amounts accrued for interest
and penalties as of December 31, 2023 and 2022. 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.
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, 2023 and 2022. 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
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
statement.
Note 3 — Investment Held in
Trust Account
As of December 31, 2023 and 2022, assets held
in the Trust Account were comprised of $43,794,663 and $82,735,662, respectively, in money market funds which are invested in U.S. Treasury
Securities.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022 and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | |
Level | | |
December 31,
2023 | | |
December 31,
2022 | |
| Assets: | |
| | |
| | |
| |
| Trust Account – U.S. Treasury Securities Money Market Fund | |
| 1 | | |
$ | 43,794,663 | | |
$ | 82,735,662 | |
| Total | |
| 1 | | |
$ | 43,794,663 | | |
$ | 82,735,662 | |
Note 4 — Initial Public Offering
Pursuant to the IPO on April 28, 2022, the Company
sold 8,050,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $80,500,000. Each Public Unit consists of one Public
Share and one Class 1 Warrant and one-half of one Class 2 Warrant. The Company will not issue fractional shares. As a result, the warrants
must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s
Public Share at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later
of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will (except for Class
2 Warrants embedded in the Public Shares that are redeemed prior to the consummation of the initial Business Combination, which
Class 2 Warrants will be forfeited and cancelled upon redemption of such shares) expire five years after the completion of the initial
Business Combination or earlier upon redemption or liquidation. As a result, if the public shareholders redeem their Public Shares prior
to the consummation of the initial Business Combination, the embedded Class 2 Warrants will be forfeited and cancelled.
The Class 1 and Class 2 warrants have similar
terms, except that the Class 1 Warrants separated and began separately trading on the 52nd day following the effective date of the IPO.
The New Units resulting from such separation (each such New Unit consisting of one Class A ordinary share and one-half of one Class 2
Warrant) will not separate into Class A ordinary shares and redeemable warrants until consummation of the initial Business Combination.
All of the 8,050,000 public shares
sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there
is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s
effective amended and restated certificate of incorporation at the time, or in connection with the Company’s liquidation. In accordance
with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments,
which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares
subject to redemption to be classified outside of permanent equity.
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, 2023 and 2022, the amounts
of ordinary shares reflected on the balance sheet are reconciled in the following table.
| Gross proceeds | |
$ | 80,500,000 | |
| Less: | |
| | |
| Proceeds allocated to Class 1 public warrants | |
| (1,529,806 | ) |
| Offering costs of public shares | |
| (5,020,353 | ) |
| Plus: | |
| | |
| Accretion of carrying value to redemption value | |
| 8,785,821 | |
| Ordinary shares subject to possible redemption, December 31, 2022 | |
$ | 82,735,662 | |
| Less: | |
| | |
| Redemptions | |
| (42,717,716 | ) |
| Plus: | |
| | |
| Extension funds attributable to ordinary shares subject to redemption | |
| 510,000 | |
| Accretion of carrying value to redemption value | |
| 3,266,717 | |
| Ordinary shares subject to possible redemption, December 31, 2023 | |
$ | 43,794,663 | |
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Note 5 — Private Placement
Simultaneously with the closing of the IPO, the
Company completed the private placement of 492,000 Private Placement Units to the Company’s sponsor, Aimfinity Investment LLC,
at a purchase 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, one Class 1 Warrant and one-half of one Class 2 Warrant.
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.
Note 6 — Related Party
Transactions
Founder Shares
On December 4, 2021 the Sponsor acquired 2,875,000
founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On March 18, 2022, the sponsor surrendered
to the Company for cancellation 862,500 founder shares for no consideration, resulting in the Company’s initial shareholders holding
an aggregate of 2,012,500 Class B ordinary shares, or approximately $0.012 per share. As of December 31, 2023 and 2022, there were 2,012,500
founder shares issued and outstanding.
On March 29, 2022, the sponsor transferred 20,000 founder shares to
the Chief Financial Officer of the Company and 60,000 founder shares to certain members of the board of directors. If the officer and
director nominee do not become an officer or director of the Company at the time of the Company’s initial public offering, is removed
from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar Business Combination involving the Company (“the Triggering Event”), all of such
shares shall be returned to sponsor. Further, considering that in case the Business Combination does not occur these awards will be forfeited,
it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a
Business Combination or change of control event. As a result, any compensation expense in relation to these grants will be recognized
at the Triggering Event. As a result, the Company recorded no compensation expense for the year ended December 31, 2023 or December 31,
2022.
The fair value of the founder shares on the grant
date was approximately $1.37 per share. The valuation performed by the Company determined the fair value of the shares on the date of
grant by applying a discount based upon a) the probability of a successful IPO, b) the probability of a successful Business Combination,
and c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $111,774.
As of December 31, 2023, the Company determined
that a 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 at December 31, 2023 amounted to approximately $111,744 and is expected
to be recognized upon the Triggering Event.
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 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus
(ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business
Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement units issued to the
Company’s sponsor, its affiliates or any member of the management team upon conversion of working capital loans. In no event will
the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
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 $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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share
exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their
ordinary shares for cash, securities or other property. The Company refers to such transfer restrictions throughout this prospectus as
the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s sponsor
and directors and executive officers with respect to any founder shares.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Extension Loan — Related Party
As of December 31, 2023, a total of $510,000
was deposited into the Trust Account for the public shareholders, resulting in extensions of the period of time the Company has to consummate
the initial Business Combination by January 28, 2024.
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.
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) $10.00.
As of December 31, 2023 and 2022, the Company
has an outstanding loan balance of $510,000 and $0, respectively.
Payable – Related Party
The Company entered an office lease agreement with Regus. The lease
term is one year from December 2021 and December 2022 at $3,332 per month. The leased office was not occupied by the Company until May
1, 2022 after the Company completed the IPO. The sponsor make the payments for rent and is reimbursed the amounts from the Company. In
March 2023, the lease agreement was terminated. The Sponsor is providing rent at no cost to the Company. During the year of 2023, the
Company borrowed $17,823 from a sponsor to pay certain operating expenses.
As of December 31, 2023 and 2022, the Company
had $31,572 and $13,749, respectively, payable to the sponsor. This payable is non-interest bearing, unsecured and is due on demand.
Working Capital Loans
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, 2023 and 2022, the balance of the
working capital loan are $500,000 and $0, respectively.
Note 7 — Commitments &
Contingencies
Risks and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic
on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statement. The financial statement do not include any adjustments that might result from the outcome of
this uncertainty.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
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.
Underwriters Agreement
The underwriters are entitled to underwriting
discounts of (i) $0.20 per Public Unit, or $1,610,000 in the aggregate, paid at the closing of the IPO and(ii) a deferred underwriting
discount of $0.35 per Public Unit, or approximately $2,817,500 in the aggregate, upon the consummation of the Company’s 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 the Company completes a business combination, subject to the terms of the underwriting agreement.
Note 8 — Shareholders’ Deficit
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares, $0.0001 par value, with such designations, voting and other rights and preferences
as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no preference
shares issued or outstanding.
Class A Ordinary Shares — The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2023
and 2022, there were 492,000 issued and outstanding (excluding 3,973,883 and 8,050,000 shares subject to possible redemption, respectively).
Class B Ordinary Shares — The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On December 4, 2021, the
Company issued 2,875,000 Class B ordinary shares. On March 18, 2022, the sponsor surrendered to the Company for cancellation 862,500
Class B ordinary shares for no consideration, resulting in the Company’s initial shareholders holding an aggregate of 2,012,500
so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after IPO. As
of December 31, 2023 and December 31, 2022, there were 2,012,500 Class B ordinary shares issued and outstanding.
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 50% of the shares voted for the appointment
of directors can appoint all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by
the board of directors out of funds legally available therefor. Prior to the initial Business Combination, (i) only holders of the Company’s
founder shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction
outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general
meeting), holders of the Company’s Class B ordinary shares will have ten votes for every Class B ordinary share and holders of
the Company’s Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Company’s
amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of
the Company’s ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote
of a simple majority of the Company’s Class B ordinary shares. Holders of the Company’s Public Shares will not be entitled
to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial
Business Combination, holders of a majority of the Company’s founder shares may remove a member of the board of directors for any
reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements
with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial
Business Combination.
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
Warrants — Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion
of the initial business combination, except as discussed in the immediately succeeding paragraph. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. The warrants will (except for Class 2 redeemable warrants attached to
shares that are redeemed in connection with the initial business combination, which Class 2 redeemable warrants will expire upon redemption
of such shares) expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
As of December 31, 2023, 8,542,000 Class 1
Warrants and 2,232,941 Class 2 Warrants are outstanding (including 492,000 Class 1 Warrants and 246,000 Class 2 Warrants underlying
the Private Placement Units), and as of December 31, 2022, 8,542,000 Class 1 Warrants and 4,271,000 Class 2 Warrants are outstanding
(including 492,000 Class 1 Warrants and 246,000 Class 2 Warrants underlying the Private Placement Units). The Company will account for
warrants as equity instruments in accordance with ASC 815, Derivatives and Hedging, based on the specific terms of the warrant
agreement.
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 $16.50. Once the warrants become exercisable, the Company may redeem the outstanding warrants:
| ● | in
whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | 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 $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders). |
Aimfinity Investment Corp. I
Notes To Consolidated Financial Statements
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 $9.20 per ordinary share (with such issue price or effective issue
price to be determined in good faith by the board of directors and, in the case of any such issuance to the Company’s sponsor or
its affiliates, without taking into account any founder shares held by the Company’s sponsor or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of
the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s
Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $16.50
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market
Value and the Newly Issued Price.
Note 9
— 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.
Promissory Notes
On January 26, 2024 an aggregate of $85,000 was
deposited into the Trust Account for the public shareholders, resulting in an extension of the period of time the Company has to consummate
the initial Business Combination by one month from January 28, 2024 to February 28, 2024 (the “Seventh Extension”).
On February 28, 2024 an aggregate of $85,000
was deposited into the Trust Account for the public shareholders, resulting in an extension of the period of time the Company has to
consummate the initial Business Combination by one month from February 28, 2024 to March 28, 2024 (the “Eighth Extension”).
On March 28, 2024 an aggregate of $85,000 was
deposited into the Trust Account for the public shareholders, resulting in an extension of the period of time the Company has to consummate
the initial Business Combination by one month from March 28, 2024 to April 28, 2024 (the “Nineth Extension”).
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 shall be an amount determined by dividing (x)
the sum of the outstanding principal amount payable to I-Fa Chang by (y) $10.00.
EXHIBIT INDEX
| Exhibit |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated April 25, 2022, among the Company, US Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC, as representatives of the several underwriters named therein(1) |
| 2.1 |
|
Agreement and Plan of Merger, dated as of October 13, 2023, by and among Aimfinity Investment Corp. I, Aimfinity Investment Merger Sub I, Aimfinity Investment Merger Sub II, Inc., and Docter Inc. (2) |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association, dated April 25, 2022(1) |
| 3.2 * |
|
Second Amended and Restated Memorandum and Articles of Association, dated July 27, 2023 |
| 4.1 |
|
Specimen Unit Certificate(4) |
| 4.2 |
|
Specimen New Unit Certificate(4) |
| 4.3 |
|
Specimen Class A Ordinary Share Certificate(4) |
| 4.4 |
|
Specimen Warrant Certificate(4) |
| 4.5 |
|
Warrant Agreement, dated April 25, 2022, between the Company and VStock Transfer, LLC, as warrant agent(1) |
| 4.6 |
|
Amendment to the Warrant Agreement, between the Company and VStock Transfer, LLC, on July 7, 2023(3) |
| 4.7* |
|
Description of Securities |
| 10.1 |
|
Promissory Note, dated as of December 4, 2021 between the Company and the Sponsor(4) |
| 10.2 |
|
Letter Agreement, dated April 25, 2022, among the Company and its officers, directors, director nominees and the Sponsor(1) |
| 10.3 |
|
Investment Management Trust Agreement, dated April 25, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee(1) |
| 10.4 |
|
Registration and Shareholder Rights Agreement, dated April 25, 2022, between the Company, the Sponsor and certain other security holders of the Company(1) |
| 10.5 |
|
Securities Subscription Agreement, dated as of December 4, 2021, between the Company and the Sponsor(4) |
| 10.6 |
|
Private Placement Units Purchase Agreement, dated April 25, 2022, between the Company and the Sponsor(1) |
| 10.7 |
|
Form of Indemnity Agreement, dated April 25, 2022, between the Company and each of its directors and executive officers(1) |
| 10.8 |
|
Form of Indemnity Agreement between the Company and each of the new directors and officers of the Company, dated March 17, 2023(5) |
| 10.9 |
|
Sponsor Support Agreement, dated October 13, 2023, by and among the Company, Docter Inc. and certain stockholders of the Company(2) |
| 10.10 |
|
Company Support Agreement, dated October 13, 2023, by and among the Company, Docter Inc. and certain stockholders of the Docter Inc.(2) |
| 10.11 |
|
Form of Lock-Up Agreement(2) |
| 10.12 |
|
Promissory Note, dated as of December 8, 2023 between the Company and the Sponsor |
| 10.13 |
|
Promissory Note, dated as of April 4, 2024 between the Company and the Sponsor |
| 31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* |
|
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 |
| 32.2** |
|
Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 |
|
Clawback
Policy of the Registrant. |
| 99.1 |
|
Form of Audit Committee Charter(4) |
| 101.INS |
|
Inline XBRL Instance Document.* |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document.* |
| 101.CAL |
|
Inline XBRL Taxonomy Calculation Linkbase Document.* |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document.* |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document.* |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.* |
| 104 |
|
Cover Page Interactive Data File (Embedded as Inline
XBRL document and contained in Exhibit 101).* |
|
*** |
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). |
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 12, 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 |
|
April 12, 2024 |
| I-Fa Chang |
|
and Chief Executive Officer
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Xuedong (Tony) Tian |
|
Chief Financial Officer |
|
April 12, 2024 |
| Xuedong (Tony) Tian |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Hanzhong (Han) Li |
|
Director |
|
April 12, 2024 |
| Hanzhong (Han) Li |
|
|
|
|
| |
|
|
|
|
| /s/ Kevin D. Vassily |
|
Director |
|
April 12, 2024 |
| Kevin D. Vassily |
|
|
|
|
| |
|
|
|
|
| /s/ Teng-Wei Chen |
|
Director |
|
April 12, 2024 |
| Teng-Wei Chen |
|
|
|
|
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