IPO and Financial Proceeds - 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[19]. - A total of $82.11 million from the IPO and private placement was deposited in a trust account for the benefit of public shareholders[19]. - Aimfinity's IPO generated gross proceeds of $80,500,000 from the sale of 8,050,000 Public Units[135]. - A total of $82,110,000 of net proceeds from the IPO and the sale of Private Placement Units was deposited into the Trust Account[109]. - The company incurred $5,117,607 in transaction costs related to its IPO, including $1,610,000 in underwriting fees and $2,817,500 in deferred underwriting fees[137]. Business Combination and Mergers - 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[28]. - The company has until April 28, 2024, to consummate an initial business combination, with the option to extend this period up to nine additional months[42]. - 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[45]. - The merger consideration includes 6,000,000 PubCo Ordinary Shares, valued at $60,000,000, to be distributed to Docter stockholders[50]. - An additional 2,500,000 PubCo Ordinary Shares may be issued as contingent post-closing earnout consideration based on sales performance in fiscal years 2024 and 2025[51]. - Aimfinity intends to use approximately $43,794,663 held in the Trust Account to complete its Business Combination, with funds invested in U.S. Treasury Securities[139]. Shareholder Rights and Redemptions - Public shareholders can redeem their shares regardless of their vote on the proposed transaction[58]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent[59]. - The company intends to conduct redemptions in connection with a shareholder vote unless not required by law or if a tender offer is chosen[56]. - If the company fails to complete a business combination, it will redeem public shares at a price based on the Trust Account balance[63]. - The company anticipates a redemption price of $10.20 per public share upon completion of the initial business combination, based on the amount in the Trust Account[55]. Management and Governance - The management change on March 17, 2023, resulted in the appointment of I-Fa Chang as the sole director and CEO, with Xuedong (Tony) Tian as CFO[24]. - The company has engaged MaloneBailey, LLP as its independent registered public accounting firm effective May 1, 2023, replacing Marcum LLP[156]. - 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[177]. - The audit committee is composed of independent directors, including Kevin Vassily as the Chair, ensuring compliance with Nasdaq listing standards[181]. - The company has adopted a Clawback Policy on November 29, 2023, allowing the Compensation Committee to require reimbursement of erroneously awarded compensation[185]. Financial Condition and Risks - Aimfinity has incurred losses since inception and currently has no revenue, relying on the sale of securities and loans to fund operations[115]. - The company has raised substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination within the specified period[145]. - The company currently has two executive officers and does not intend to hire full-time employees before completing the initial business combination[73]. - The current economic downturn and volatility in capital markets may affect the company's ability to secure financing for its business combination[75]. - The company may face increased competition for attractive acquisition targets as the number of special purpose acquisition companies evaluating targets rises[75]. Internal Controls and Compliance - The company reported that its disclosure controls and procedures were not effective as of December 31, 2023, indicating potential weaknesses in financial reporting[161]. - Management assessed the internal control over financial reporting and identified a material weakness due to inadequate segregation of duties and insufficient written policies[165]. - The company plans to enhance its internal controls by increasing board size and consulting third-party professionals for complex accounting applications[166]. - The company has not included an attestation report from its independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act[167]. - The company intends to implement remediation steps to improve internal controls and address identified weaknesses[166].
AIMFINITY(AIMBU) - 2023 Q4 - Annual Report