Aimfinity Investment Corp. I(AIMAU) - 2024 Q4 - Annual Report

Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements based on current expectations, subject to risks and uncertainties detailed in the 'Risk Factors' section - This report contains forward-looking statements regarding future expectations, hopes, beliefs, intentions, or strategies[11] - These statements are based on current expectations but involve risks and uncertainties that could cause actual results to differ materially, as detailed in the 'Risk Factors' section[12] - Examples of forward-looking statements include the ability to complete an initial business combination, performance of target businesses, retention of officers, and financial performance post-IPO[13] PART I Business Overview Aimfinity Investment Corp. I is a SPAC focused on technology, hospitality, or consumer services, excluding China, and has entered a merger agreement with Docter Inc. - Aimfinity Investment Corp. I is a blank check company (SPAC) incorporated in July 2021, with no operations or revenue to date, formed for the purpose of effecting a merger or similar business combination[16][103] IPO and Private Placement Details (April 28, 2022) | Item | Amount | | :--- | :--- | | IPO Units | 8,050,000 | | IPO Gross Proceeds | $80,500,000 | | Private Placement Units | 492,000 | | Private Placement Gross Proceeds | $4,920,000 | | Total Funds in Trust Account | $82,110,000 | - The company focuses on identifying target businesses in technology, hospitality, or consumer services, explicitly excluding those headquartered in or conducting a majority of business in China (including Hong Kong and Macau)[20][23] - Significant management changes occurred on March 17, 2023, with new directors and officers appointed, including I-Fa Chang as CEO and Chairman, and Xuedong (Tony) Tian as CFO[22] Business Combination Deadline Extensions | EGM | Date | Original Deadline | Extended Deadline | Extension Payments | Public Shares Redeemed | | :--- | :--- | :--- | :--- | :--- | :--- | | First EGM | July 27, 2023 | July 28, 2023 | April 28, 2024 | $765,000 | 4,076,118 | | Second EGM | April 23, 2024 | April 28, 2024 | January 28, 2025 | $540,000 | 860,884 | | Third EGM | January 9, 2025 | January 28, 2025 | October 28, 2025 | $167,471 | 1,996,522 | - On October 13, 2023, the company entered into a Merger Agreement with Docter Inc., a Delaware corporation developing non-invasive blood sugar trend monitoring technology[43][44][107] - Shareholders approved the Docter Business Combination on March 27, 2025, with 1,077,957 Class A ordinary shares tendered for redemption in connection with the vote[53][54] - A backstop agreement was entered on October 16, 2024, with Family Inheritance Consulting (H.K.) Limited to ensure net tangible assets of at least $5,000,001 post-closing[56][126] - As of April 8, 2025, approximately $1.5 million in outstanding promissory notes (extension-related and working capital loans) held by Mr. I-Fa Chang will be converted into 150,000 private units[61][129][57] - Docter Note Holders (Mr. Hsin-Ming Huang and Ms. Yi-Jun Ye) agreed to convert all outstanding principal and interest of loans owed by Docter or Horn Enterprise into Purchaser ordinary shares at $10.00 per share as part of transaction financing[62] - Public shareholders have the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial business combination at a per-share price from the Trust Account[63] - The company is an 'emerging growth company' and a 'smaller reporting company,' allowing it to take advantage of certain exemptions from various reporting requirements[6][75] - The company faces intense competition from other blank check companies, private equity groups, and operating businesses in identifying and acquiring target businesses[78] Risk Factors The company faces substantial risks as a blank check company, including business combination uncertainty, potential delisting, and 'going concern' issues - The company is a blank check company with no operating history and no revenues, providing no basis to evaluate its ability to achieve its business objective[81] - The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a 'going concern'[81][143][284] - Failure to complete an initial business combination within the prescribed timeframe would lead to cessation of operations, redemption of public shares, and warrants expiring worthless[81][70] - The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential business combination targets[81] - Increased competition for attractive targets from other special purpose acquisition companies (SPACs) and entities could increase acquisition costs or result in the inability to find a target[83] - The company may be a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences to U.S. investors[83] Unresolved Staff Comments The company has no unresolved staff comments - There are no unresolved staff comments[84] Cybersecurity As a SPAC with no operations, the company faces minimal cybersecurity risk and has not encountered any incidents since its IPO - As a special purpose acquisition company with no business operations, the company does not consider that it faces significant cybersecurity risk[85] - Management is generally responsible for assessing and managing any cybersecurity threats and reporting such matters to the board of directors[86] - The company has not encountered any cybersecurity incidents since its IPO[87] Properties The company does not own or lease material real estate, with executive offices in Wilmington, Delaware considered adequate - The company does not own or lease any real estate or other physical properties materially important to its operation[88] - Executive offices are maintained at 221 W 9th St, PMB 235, Wilmington, Delaware, and are considered adequate for current operations[88] Legal Proceedings To management's knowledge, there are no material legal, arbitration, or governmental proceedings pending against the company - To the knowledge of management, there is no material litigation, arbitration, or governmental proceeding currently pending against the company, its officers or directors, or its property[89] Mine Safety Disclosures This section is not applicable to the company's operations - Not applicable[90] PART II Market Information and Equity Matters The company's securities trade on Nasdaq, with few record holders, and it has engaged in unregistered securities sales with transfer restrictions Nasdaq Trading Symbols | Security Type | Trading Symbol | | :--- | :--- | | Units | AIMAU | | New Units | AIMBU | | Class A ordinary shares | AIMA | | Warrants | AIMAW | Holders of Record (December 31, 2024) | Security Type | Holders of Record | | :--- | :--- | | Units | 3 | | New Units | 1 | | Class A ordinary shares | 1 | | Class 1 warrants | 1 | | Founder shares | 6 | - No securities are authorized for issuance under equity compensation plans[94] - The company engaged in recent sales of unregistered securities, including founder shares to the sponsor and private placement units, which are subject to transfer restrictions[95][96][97][98] - A total of $82,110,000 from the IPO and private placement proceeds was deposited into the Trust Account, invested in U.S. government securities or money market funds[100] [Reserved] This item is reserved and contains no information - This item is reserved[102] Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, it has no operating revenues, relies on Trust Account interest for income, faces a working capital deficiency, and has substantial doubt about its going concern ability - The company has neither engaged in any operations nor generated any revenues to date, incurring expenses as a public company and for due diligence related to business combinations[130] Net Income and Trust Account Interest Income (Year Ended December 31) | Year Ended December 31 | Net Income | Interest Earned on Trust Account | Operating Costs | | :--- | :--- | :--- | :--- | | 2024 | $1,216,885 | $2,035,510 | $818,625 | | 2023 | $1,915,114 | $3,266,717 | $1,351,603 | - As of December 31, 2024, the company had cash of $4,895 and a working capital deficiency of $3,270,570, with $1,202,852 in Working Capital Loans[142] - The company's financial condition raises substantial doubt about its ability to continue as a going concern, dependent on completing a business combination within the prescribed period[143][284] - The company has contractual obligations including deferred underwriting commissions of $2,817,500, payable upon the consummation of an initial business combination[147][250] - The company adopted ASU 2023-07, Segment Reporting, for the year ended December 31, 2024, with no material effect on its financial statements[149][317] - The Chief Executive Officer (CODM) reviews interest earned on cash and investments in the Trust Account and formation/operating costs to make decisions about resource allocation and assess financial performance[364][366] Quantitative and Qualitative Disclosures About Market Risk This section is not applicable to the company's operations - Not applicable[153] Financial Statements and Supplementary Data This section presents the audited financial statements, including the independent auditor's report, balance sheets, statements of operations, and cash flows Report of Independent Registered Public Accounting Firm MaloneBailey, LLP issued an unqualified opinion but noted substantial doubt about the company's ability to continue as a going concern - MaloneBailey, LLP issued an unqualified opinion on the financial statements for December 31, 2024 and 2023[241] - The report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern due to its business plan's dependence on completing a business combination within a prescribed period[242] Consolidated Balance Sheets The balance sheets show a decrease in total assets and Trust Account investments, alongside an increase in total current liabilities and shareholders' deficit Consolidated Balance Sheet Highlights (December 31) | Item | 2024 | 2023 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total Assets | $36,945,123 | $43,812,722 | -$6,867,599 | | Cash and investments held in Trust Account | $36,940,228 | $43,794,663 | -$6,854,435 | | Total Current Liabilities | $3,275,465 | $1,675,004 | +$1,600,461 | | Working Capital Loan - related party | $1,202,852 | $500,000 | +$702,852 | | Extension Loan - related party | $1,305,000 | $510,000 | +$795,000 | | Class A ordinary shares subject to possible redemption | $36,940,228 | $43,794,663 | -$6,854,435 | | Total Shareholders' Deficit | $(6,088,070) | $(4,474,445) | -$1,613,625 | Consolidated Statements of Operations The statements show a decrease in net income and interest earned on the Trust Account, despite lower operating costs Consolidated Statements of Operations Highlights (Year Ended December 31) | Item | 2024 | 2023 | Change (YoY) | | :--- | :--- | :--- | :--- | | Formation and operating costs | $818,625 | $1,351,603 | -$532,978 | | Loss from Operations | $(818,625) | $(1,351,603) | +$532,978 | | Interest earned on cash and investment held in Trust Account | $2,035,510 | $3,266,717 | -$1,231,207 | | Net Income | $1,216,885 | $1,915,114 | -$698,229 | | Basic and diluted net income per ordinary shares subject to possible redemption | $0.55 | $0.36 | +$0.19 | | Basic and diluted net loss per ordinary share attributable to Aimfinity Investment LLC | $(0.27) | $(0.20) | -$0.07 | Consolidated Statements of Changes In Shareholders' Deficit The statements detail the changes in shareholders' deficit, reflecting extension funds, accretion, and net income Changes in Shareholders' Deficit (Year Ended December 31) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Balance as of December 31 (prior year) | $(4,474,445) | $(2,763,010) | | Extension funds attributable to ordinary shares subject to redemption | $(795,000) | $(510,000) | | Accretion of carrying value to redemption value | $(2,035,510) | $(3,266,717) | | Net Income | $1,216,885 | $1,915,114 | | Balance as of December 31 (current year) | $(6,088,070) | $(4,474,445) | Consolidated Statements of Cash Flows The statements indicate net cash used in operating activities, significant changes in investing and financing activities, and a slight decrease in cash at year-end Consolidated Statements of Cash Flows Highlights (Year Ended December 31) | Item | 2024 | 2023 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(671,374) | $(1,205,584) | +$534,210 | | Net cash used in investing activities | $8,889,945 | $42,207,716 | -$33,317,771 | | Net cash provided in financing activities | $(8,218,666) | $(41,707,716) | +$33,489,050 | | Net Change in Cash | $(94) | $(705,584) | +$705,490 | | Cash at end of year | $4,895 | $4,989 | -$94 | Notes to Consolidated Financial Statements These notes provide detailed information on the company's status as an emerging growth company, going concern uncertainty, and financial instrument accounting - The company is an early-stage emerging growth company with no operations, generating non-operating income primarily from interest income on funds held in the Trust Account[258][259] - The company's cash and working capital are insufficient to complete its planned activities, raising substantial doubt about its ability to continue as a going concern[284] - The company accounts for its ordinary shares subject to possible redemption as temporary equity, recognizing changes in redemption value immediately as they occur[299] - As an emerging growth company, Aimfinity has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[317][291] - As of December 31, 2024, $36,940,228 was held in the Trust Account, invested in money market funds holding U.S. Treasury Securities[318][320] - As of December 31, 2024, there were 8,542,000 Class 1 Warrants and 1,802,499 Class 2 Warrants outstanding[358] - The sponsor initially acquired 2,875,000 founder shares for $25,000 in December 2021, which were later adjusted to 2,012,500 shares[332] - Unrecognized compensation expense related to unvested founder shares amounted to approximately $111,744 as of December 31, 2024, to be recognized upon the consummation of an initial business combination[335] - As of December 31, 2024, the company had outstanding extension loans of $1,305,000 and working capital loans of $1,202,852 from related parties[343][348] Changes in and Disagreements With Accountants MaloneBailey, LLP replaced Marcum LLP as the auditor, with no disagreements except for Marcum's going concern uncertainty note - MaloneBailey, LLP was engaged as the independent registered public accounting firm on May 1, 2023, replacing Marcum LLP[155] - There were no disagreements with Marcum LLP on accounting principles, financial statement disclosure, or auditing scope or procedure, except for the uncertainty about the company's ability to continue as a going concern in their report for the fiscal year ended December 31, 2022[156][157] Controls and Procedures Disclosure controls and internal control over financial reporting were ineffective due to material weaknesses, with remediation plans underway - The company's disclosure controls and procedures were not effective as of December 31, 2024[160] - Internal control over financial reporting was not effective as of December 31, 2024, due to material weaknesses including inadequate segregation of duties and insufficient written policies and procedures[164] - Management intends to implement remediation steps, such as enhancing the board, consulting third-party professionals, and considering additional staff[165] - An attestation report of the independent registered public accounting firm is not included due to the company's status as an emerging growth company[166] - There has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting during the period[167] Other Information This section is not applicable - Not applicable[168] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This section is not applicable - Not applicable[169] PART III Directors, Executive Officers and Corporate Governance The board comprises five members, including an independent audit committee with a financial expert, and has adopted a Code of Ethics and Clawback Policy Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | I-Fa Chang | 53 | Chief Executive Officer and Chairman | | Xuedong (Tony) Tian | 53 | Chief Financial Officer and Director | | Hanzhong (Han) Li | 55 | Director | | Teng-Wei Chen | 42 | Director | | Kevin Vassily | 57 | Director | - The board of directors consists of five members, and holders of founder shares have the right to elect all directors prior to the initial business combination[176] - The audit committee members (Kevin Vassily, Hanzhong (Han) Li, and Teng-Wei Chen) are independent, and Kevin Vassily qualifies as an 'audit committee financial expert'[180] - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, and a Clawback Policy for executive officers[182][184][185] - The company has not adopted an insider trading policy due to existing lock-up conditions on founder shares[186] Executive Compensation Executive officers and directors receive no cash compensation for services, only reimbursement for out-of-pocket expenses, with future compensation dependent on the combined company - None of the executive officers or directors have received cash compensation for services rendered to the company[188] - The sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses, which are reviewed quarterly by the audit committee[188] - No other compensation, such as finder's or consulting fees, will be paid prior to the completion of the initial business combination[188] - After the completion of the initial business combination, directors or management team members who remain with the company may be paid consulting or management fees, determined by the combined company's board[189] Security Ownership Initial shareholders beneficially own a significant portion of ordinary shares, influencing shareholder matters, and their shares are subject to transfer restrictions Beneficial Ownership of Ordinary Shares (as of report date) | Name of Beneficial Owners | Class B ordinary shares (Number) | Class B ordinary shares (Approximate Percentage) | Class A ordinary shares (Number) | Class A ordinary shares (Approximate Percentage) | | :--- | :--- | :--- | :--- | :--- | | I-Fa Chang | 1,692,500 | 84.1% | 150,000 | 8.5% | | Xuedong (Tony) Tian | 100,000 | 5.0% | — | — | | All officers and directors as a group (5 individuals) | 1,692,500 | 84.1% | — | — | | Aimfinity Investment LLC (our sponsor) | 1,692,500 | 84.1% | — | — | | Imperii Strategies LLC | 280,000 | 13.9% | 492,000 | 28.0% | | Chun-Cheng Su | 50,000 | 2.5% | — | — | | Nicholas Torres III | 10,000 | * | — | — | | James J. Long | 10,000 | * | — | — | | Joshua Gordon | 10,000 | * | — | — | | Xin Wang | 10,000 | * | — | — | (* Less than one percent) - Initial shareholders beneficially owned approximately 69.2% of issued and outstanding ordinary shares, allowing them to effectively influence the outcome of matters requiring shareholder approval[195] - The sponsor and initial shareholders have agreed to vote their founder shares and public shares in favor of any proposed business combination and waive their redemption rights[196] - Founder shares and private placement units are subject to transfer restrictions, generally for one year or 30 days after the completion of the initial business combination, respectively, with certain exceptions[197] Certain Relationships and Related Transactions, and Director Independence Potential conflicts of interest exist due to officers' and directors' other obligations, with related party loans and transactions reviewed by the audit committee - The sponsor, officers, and directors may have fiduciary or contractual obligations to other entities, potentially creating conflicts of interest for business combination opportunities[199] - No compensation is paid to the sponsor, executive officers, or directors for services prior to a business combination, but out-of-pocket expenses are reimbursed[200] - The sponsor or an affiliate may provide non-interest-bearing working capital loans, up to $1,500,000 of which may be convertible into private placement units at $10.00 per unit[201] - The audit committee has adopted a charter for the review, approval, and/or ratification of related party transactions[229] - The company is a 'controlled company' under Nasdaq rules but expects a majority of its board of directors to be comprised of independent directors within 15 months from the date of listing[231] Extension Loans from Related Party (I-Fa Chang) | Extension Type | Period | Total Amount Deposited | Notes Issued | | :--- | :--- | :--- | :--- | | First EGM Extension | July 2023 - March 2024 | $765,000 | 9 notes of $85,000 each | | Second EGM Extension | April 2024 - December 2024 | $540,000 | 9 notes of $60,000 each | | Third EGM Extension | January 2025 - March 2025 | $167,471 | 3 notes of $55,823.8 each | Working Capital Loans from Related Party (I-Fa Chang) | Date of Note | Max Loan Amount | Outstanding Balance (Dec 31, 2024) | | :--- | :--- | :--- | | December 8, 2023 | $500,000 | $1,202,852 (total) | | April 4, 2024 | $500,000 | | | October 21, 2024 | $1,500,000 | | Principal Accountant Fees and Services Public accounting fees for 2024 and 2023 were paid to MaloneBailey, LLP primarily for audit services, pre-approved by the audit committee Public Accounting Fees (MaloneBailey, LLP) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | $180,000 | $89,000 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | - The audit committee pre-approves all auditing services and permitted non-audit services to be performed by the auditors[234] PART IV Exhibit and Financial Statement Schedules This section lists all exhibits filed with the report, including key agreements and certifications, with financial schedules omitted as immaterial - All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required[236] - Exhibits filed include the Underwriting Agreement, Merger Agreement and its amendments, Amended and Restated Memorandums, Warrant Agreement, Promissory Notes, and Certifications[376] Form 10-K Summary This section is not applicable - Not applicable[237]