IPO and Financing - The company completed its IPO on April 28, 2022, raising gross proceeds of $80.5 million from the sale of 8,050,000 units at $10.00 per unit[14]. - A private placement generated an additional $4.92 million from the sale of 492,000 units at the same price, totaling net proceeds of $82.11 million deposited in a trust account[14]. - The company incurred $5,117,607 in transaction costs related to the IPO, including $1,610,000 in underwriting fees[87]. - A total of $82,110,000 from the IPO and private placement was deposited in the Trust Account, which is invested in U.S. government securities[75]. - The underwriters received a cash underwriting discount of $0.20 per Public Unit, totaling $1,610,000, and a deferred fee of $0.35 per Public Unit, approximately $2,817,500, upon the completion of a business combination[99]. - The Company accounts for ordinary shares subject to possible redemption at a redemption value of $10.28 per share, classified as temporary equity[107]. - The net proceeds from the IPO and Private Placement are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[120]. - The company may need to obtain additional financing to complete its business combination or to redeem a significant number of public shares[94]. Business Combination Plans - The company is focused on identifying unique business concepts in the technology, hospitality, or consumer services sectors, avoiding targets headquartered in or primarily operating in China[17]. - The company has until July 28, 2023, to complete its initial business combination, with the possibility of extending this deadline to January 28, 2024, by depositing additional funds into the trust account[29]. - For each one-month extension, the sponsor must deposit $268,330.65 into the trust account, totaling up to $1.61 million if the full extension is utilized[29]. - The company aims to complete its initial business combination with a target that has a fair market value of at least 80% of the assets held in the trust account[28]. - The initial business combination must meet the 80% of net assets test based on the aggregate value of all target businesses if more than one is involved[31]. - The company must consummate an initial business combination by July 28, 2023, or by January 28, 2024, if extended, or face liquidation[48]. - If the initial business combination is not completed, public shareholders may only receive $10.20 per share upon redemption[61]. - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[77]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses[90]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[93]. - The company has agreed not to enter into a definitive agreement regarding an initial business combination without prior consent from its sponsor[31]. Management and Governance - The company appointed I-Fa Chang as the sole director and CEO on March 17, 2023, following the resignation of all previous directors and officers[20]. - The management team is positioned to identify attractive business opportunities with a focus on operational improvement and high barriers to entry[25]. - The company has established a strategy to leverage its management team's network and experience to pursue differentiated acquisition opportunities[23]. - The board of directors consists of five members, with directors serving a two-year term and the right to elect directors held by holders of founder shares prior to the initial business combination[138]. - The audit committee is comprised of independent directors, with Kevin Vassily serving as the Chair, and is responsible for overseeing the adequacy of accounting and control systems[143]. - The audit committee members are determined to be financially literate, and Kevin Vassily qualifies as an "audit committee financial expert" as defined by SEC rules[143]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, with amendments disclosed in a Current Report on Form 8-K[145]. - The management team includes experienced professionals with extensive backgrounds in investment management and corporate governance[131][132][134][135][136]. Financial Performance and Position - The company had a net loss of $352,037 for the year ended December 31, 2022, compared to a net loss of $2,704 for the period from inception to December 31, 2021[84]. - As of December 31, 2022, the company had cash of $710,573 and working capital of $41,420[92]. - The company reported current liabilities of $825,998 as of December 31, 2022, compared to $222,729 in the previous year[186]. - The accumulated deficit increased to $(2,763,260) by December 31, 2022, from $(2,704) at the end of 2021[186]. - The company has a significant working capital deficiency and has incurred substantial losses, raising doubts about its ability to continue as a going concern[176]. - The total liabilities as of December 31, 2022, were $3,643,498, compared to $222,729 in 2021[186]. - The company has not issued any preference shares as of December 31, 2022, with 1,000,000 shares authorized[186]. - The Class A ordinary shares issued and outstanding were 492,000 as of December 31, 2022, with 200,000,000 shares authorized[186]. - The company had cash of $710,573 available for working capital purposes as of December 31, 2022[199]. - The company incurred a net cash used in operating activities of $321,616 for the year ended December 31, 2022[192]. Risks and Challenges - The company has encountered intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[56]. - The company’s ability to complete a business combination may be affected by recent volatility in capital markets and economic downturns[62]. - The company’s public shareholders may not have the opportunity to vote on the proposed business combination, which could lead to a lack of support[60]. - The company’s warrants will expire worthless if the initial business combination is not consummated within the prescribed time period[48]. - The balance sheet does not include adjustments that might result from uncertainties regarding the Company's ability to continue as a going concern[208]. Internal Controls and Compliance - The Company failed to maintain effective controls over period-end reconciliation of account level balances, resulting in errors in accrued expenses and operating expenses[127]. - The company has developed a remediation plan to address material weaknesses in internal control over financial reporting, dedicating significant resources to improve these controls[128]. - There has been no change in the internal control over financial reporting that has materially affected or is likely to materially affect the company's financial reporting[129]. - The company has established procedures for the receipt and treatment of complaints regarding accounting and internal controls[144]. - The audit committee is responsible for pre-approving all audit and permitted non-audit services performed by the independent registered public accounting firm[144]. Shareholder Rights and Structure - Initial shareholders have agreed to waive their redemption rights for any founder shares and public shares in connection with the completion of the initial business combination[44]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to discourage accumulation of large blocks of shares[45]. - The sponsor holds 1,692,500 founder shares, representing 84.10% of Class B ordinary shares[153]. - The beneficial ownership of the initial shareholders is approximately 20% of issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[156]. - The founder shares are subject to transfer restrictions and have enhanced voting rights compared to public shares[204]. - The Sponsor is liable to the Company if claims reduce the trust account amounts below $10.20 per public share[207].
Aimfinity Investment Corp. I(AIMAU) - 2022 Q4 - Annual Report