IPO and Financial Overview - 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[13]. - A total of $82.11 million from the IPO and private placement was deposited in a trust account for the benefit of public shareholders[13]. - Aimfinity 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[115]. - Aimfinity has incurred losses since inception and currently has no revenue, relying on the sale of securities and loans from the sponsor to fund operations[124]. - As of December 31, 2023, Aimfinity had a net income of $1,915,114, consisting of interest income of $3,266,717 on investments held in the Trust Account, offset by operating costs of $1,351,603[143]. - Aimfinity had $43,794,663 held in the Trust Account as of December 31, 2023, which is invested in money market funds and U.S. Treasury Securities[149]. - The Company had a working capital deficiency of $1,656,945 as of December 31, 2023, with $500,000 in borrowings under working capital loans[153]. - Aimfinity has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[142]. - The Company incurred $5,117,607 in transaction costs related to the IPO, including $1,610,000 in underwriting fees[147]. Business Combination and Strategy - The company focuses on identifying unique business concepts in technology, hospitality, or consumer services sectors, excluding targets headquartered or primarily operating in China[16]. - The company must complete an initial business combination with a total aggregate fair market value of at least 80% of the assets held in the trust account[22]. - The company may pursue initial business combinations jointly with entities affiliated with US Tiger Securities, Inc.[26]. - The company has agreed not to enter into a definitive agreement regarding an initial business combination without prior consent from its sponsor[24]. - The company held an extraordinary general meeting on July 27, 2023, where shareholders approved an extension of the initial business combination period to April 28, 2024, allowing for up to nine one-month extensions[29]. - The company entered into a merger agreement with Docter Inc. on October 13, 2023, which will result in Docter becoming a wholly-owned subsidiary of the company[38]. - The merger consideration includes the issuance of 6,000,000 PubCo Ordinary Shares, valued at $60,000,000, to Docter stockholders[42]. - An additional 2,500,000 PubCo Ordinary Shares may be issued as contingent earnout consideration based on sales performance in fiscal years 2024 and 2025[43]. - The company will provide public shareholders with redemption rights at a per-share price initially anticipated to be $10.20 upon completion of the initial business combination[47]. - The company intends to conduct redemptions in connection with a shareholder vote unless not required by law or if a tender offer is chosen for business reasons[49]. - If shareholder approval is sought, the company will complete the initial business combination only with the affirmative vote of a majority of attending shareholders[51]. - Public shareholders can redeem their shares regardless of their voting decision on the proposed transaction[51]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, aimed at preventing large block accumulations[52]. - The company has until April 28, 2024, to complete an initial business combination, with the option to extend this period up to January 28, 2025, through additional deposits into the Trust Account[54]. Management and Governance - On March 17, 2023, all directors and officers resigned, and I-Fa Chang was appointed as the sole director and CEO[18]. - The sponsor distributed 280,000 founder shares and 492,000 private placement units to existing members on March 17, 2023[20]. - The company has two executive officers and does not plan to hire full-time employees before completing the initial business combination[66]. - The board of directors consists of five members, with founder shares holders having the right to elect all directors prior to the initial business combination[188]. - The audit committee is composed of independent directors, including Kevin Vassily as Chair, ensuring compliance with Nasdaq listing standards[192]. - The audit committee is responsible for monitoring the independence of the registered public accounting firm and ensuring compliance with applicable laws[193]. - The company has established procedures for handling complaints regarding accounting and internal controls[195]. - No cash compensation has been paid to executive officers or directors prior to the initial business combination, with reimbursements for out-of-pocket expenses being reviewed quarterly[201]. - After the initial business combination, directors may receive consulting or management fees, with full disclosure to shareholders[202]. Risks and Challenges - The company may face risks associated with acquiring financially unstable or early-stage businesses[27]. - The company may face challenges in completing a desirable business combination due to the requirement to finalize it within a prescribed timeframe[72]. - The company may not complete its initial business combination by April 28, 2024, which could result in public shareholders receiving only $10.20 per share or less[74]. - Increased competition among special purpose acquisition companies may lead to higher costs for initial business combinations and difficulty in finding attractive targets[76]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, affecting the company's financial attractiveness[70]. - The company may be subject to U.S. foreign investment regulations, which could delay or prohibit the Docter Business Combination[92]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which may affect the company's ability to complete its business combination[86]. - If the Docter Business Combination is subject to CFIUS review, it could significantly impact the timing and feasibility of the transaction[98]. Internal Controls and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[60]. - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2023, and determined that they were not effective due to material weaknesses[177]. - The company has not maintained effective internal control over financial reporting due to inadequate segregation of duties and insufficient written policies and procedures[177]. - The auditor's report for the fiscal year ended December 31, 2022, did not contain an adverse opinion, but expressed uncertainty about the company's ability to continue as a going concern[168]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, acknowledging inherent limitations[174]. - There were no changes in internal control over financial reporting that materially affected the company's controls during the reporting period[180]. - Aimfinity has not opted out of the extended transition period for new or revised financial accounting standards, allowing it to adopt changes at the same time as private companies[163]. - The company plans to implement remediation steps to improve internal controls, including enhancing board composition and consulting third-party professionals for complex accounting applications[178]. Shareholder and Ownership Structure - The sponsor currently holds 27.48% of the company's outstanding shares, with significant ownership concentrated among a few individuals[95]. - The initial shareholders beneficially owned approximately 20% of issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[209]. - The sponsor has agreed to vote any founder shares and public shares in favor of any proposed business combination and not to redeem any shares in connection with the shareholder vote[210]. - The founder shares and Private Placement Units are subject to transfer restrictions, with initial shareholders agreeing not to transfer their shares until one year after the initial business combination[211]. - I-Fa Chang holds 1,692,500 Class B ordinary shares, representing 84.10% of that class[206]. - Wolverine Asset Management holds 329,567 Class A ordinary shares, representing 7.38% of that class[206]. - Meteora Capital holds 439,851 shares with shared voting and dispositive power[208]. - Xuedong (Tony) Tian, the CFO, holds 100,000 shares, representing 4.97% of Class B ordinary shares[206]. - George Jing Cao holds 280,000 Class B shares (13.91%) and 492,000 Class A shares (6.11%)[206]. - Chun-Cheng Su holds 50,000 Class B shares, representing 2.49% of that class[206]. - The transfer restrictions do not apply to certain permitted transferees, including affiliates and family members of officers or directors[211].
Aimfinity Investment Corp. I(AIMAU) - 2023 Q4 - Annual Report