IPO and Fundraising - 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[24]. - 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[24]. - 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[91]. - The company incurred $5,117,607 in transaction costs related to the IPO, including $1,610,000 in underwriting fees[106]. - The underwriters received a cash underwriting discount of $0.20 per Public Unit, totaling $1,610,000, and will receive a deferred fee of approximately $2,817,500 upon the consummation of a business combination[117]. - The company completed a public offering, selling 8,050,000 units, raising approximately $80,500,000[220]. Business Combination Plans - 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 up to $1.61 million into the trust account[40]. - The company intends to focus on acquiring businesses in the technology, hospitality, or consumer services sectors, avoiding targets headquartered in or primarily operating in China[27]. - The company aims to complete a business combination with a total aggregate fair market value of at least 80% of the assets held in the trust account[39]. - 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[42]. - The company must consummate an initial business combination by July 28, 2023, or by January 28, 2024, if extended, or face liquidation and redemption of public shares at a price equal to the amount in the Trust Account[61]. - If the company fails to complete the initial business combination, public shareholders may receive $10.20 per share or less, and warrants will expire worthless[76]. - The company has not yet selected a business combination target and has not initiated substantive discussions with any potential targets[95]. Management and Governance - The company has undergone a management change, appointing I-Fa Chang as CEO and Chairman following the resignation of all previous directors and officers on March 17, 2023[30]. - The company emphasizes its strategy to leverage its management team's industry experience and relationships to identify and pursue potential acquisition opportunities[33]. - The company has two executive officers, with no full-time employees prior to the completion of the initial business combination[72]. - The board of directors is composed of five members, with directors serving a two-year term and vacancies filled by a majority vote of remaining directors or shareholders[159]. - The audit committee consists of three independent members, with Kevin Vassily serving as the Chair and qualifying as an "audit committee financial expert" under SEC rules[164]. - The audit committee is responsible for monitoring the independence of the registered public accounting firm and ensuring compliance with applicable laws and regulations[165]. Financial Position and Performance - 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[102]. - As of December 31, 2022, the company had cash of $710,573 and working capital of $41,420[110]. - Total assets as of December 31, 2022, amounted to $83,616,150, a significant increase from $245,025 in 2021[215]. - Current liabilities increased to $825,998 in 2022 from $222,729 in 2021, reflecting a rise in operational costs[215]. - The net loss for the year ended December 31, 2022, was $352,037, compared to a loss of $2,704 in 2021, indicating increased operational expenses[217]. - Total shareholders' deficit equity as of December 31, 2022, was $(2,763,010), a decline from $22,296 in 2021[215]. - The company has a significant working capital deficiency and has incurred substantial losses, raising doubts about its ability to continue as a going concern[203]. Shareholder Rights and Restrictions - Public shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the amount in the Trust Account, subject to certain conditions[52]. - 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[56]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to prevent blocking the business combination[57]. - The company will seek shareholder approval for the initial business combination, requiring a majority vote from shareholders present at the meeting[56]. - The beneficial ownership of the initial shareholders is approximately 20% of the issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[177]. Internal Controls and Compliance - The Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective as of December 31, 2022[144]. - The Company identified material weaknesses in internal control over financial reporting related to the accounting for accrued expenses, resulting in errors in accrued and operating expenses[146]. - A remediation plan has been developed to address the identified weaknesses, with significant resources dedicated to improving internal controls over financial reporting[147]. - The independent auditors have expressed no opinion on the effectiveness of the company's internal control over financial reporting[205]. - The audit committee will review and approve related party transactions, ensuring transparency and compliance with SEC regulations[190]. Market and Competitive Landscape - The company faces intense competition from other entities for target businesses, which may limit its ability to acquire larger targets due to financial resource constraints[70]. - The company has no significant ties to China, which may impact its attractiveness to non-China-based target companies[78]. - The company’s structure as a public entity may provide target businesses with a more cost-effective and expedited route to becoming public compared to traditional IPOs[63]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[67]. - The company has not engaged in any operations or generated any revenues to date[101]. - The company has not established limits on the amount of consulting or management fees that may be paid to directors or management after the initial business combination[169]. - The company has not established written agreements regarding the terms of potential loans from its sponsor or affiliates[187].
AIMFINITY(AIMBU) - 2022 Q4 - Annual Report