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[17]. - A total of $82.11 million from the IPO and private placement was deposited into a trust account for the benefit of public shareholders[17]. - Aimfinity completed its IPO on April 28, 2022, raising gross proceeds of $80,500,000 from the sale of 8,050,000 Public Units[133]. - A total of $765,000 was deposited into the Trust Account for nine First EGM Extensions, extending the Combination Deadline from July 28, 2023, to April 28, 2024[209]. - From April 2024 to December 2024, $540,000 was deposited into the Trust Account for nine Second EGM Extensions, extending the Combination Deadline from April 28, 2024, to January 28, 2025[212]. - A total of $167,471 was deposited into the Trust Account for one Current Monthly Extension, extending the Combination Deadline from January 28, 2025, to April 28, 2025[216]. Business Operations and Strategy - The company has not engaged in any operations or generated any revenue to date, classifying it as a "shell company" under the Securities Exchange Act[16]. - The company has focused on identifying unique business concepts in technology, hospitality, and consumer services sectors, excluding targets headquartered or primarily operating in China[20]. - Aimfinity currently has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[106]. - The company intends to effectuate its initial business combination using cash from the IPO proceeds and may incur significant costs in pursuit of acquisition plans[103]. - The Company anticipates the amount in the Trust Account to be $10.20 per public share at the time of the initial business combination[63]. - Public shareholders will have the opportunity to redeem their Class A ordinary shares for cash upon completion of the initial business combination, with the redemption price based on the Trust Account balance[63]. Management and Governance - As of March 17, 2023, all directors and officers resigned, and I-Fa Chang was appointed as the sole director and CEO[22]. - The company has two executive officers, the CEO and CFO, who are not obligated to devote specific hours to the company's affairs until the initial business combination is completed[80]. - The board of directors consists of five members, with directors serving a two-year term and vacancies filled by a majority vote of remaining directors[176]. - The audit committee consists of three independent members, with Kevin Vassily serving as the Chair, and all members are financially literate[180]. - The company has established an audit committee responsible for monitoring compliance with applicable laws and regulations, and overseeing the independent registered public accounting firm[183]. - The Company engaged MaloneBailey, LLP as its independent registered public accounting firm effective May 1, 2023, dismissing Marcum LLP on the same date[155]. Shareholder Actions and Rights - A total of 4,076,118 public shares were redeemed during the first extraordinary general meeting, resulting in their cancellation[27]. - 860,884 public shares were redeemed during the second extraordinary general meeting, leading to their cancellation[34]. - Initial shareholders have agreed to waive their redemption rights concerning any founder shares and public shares in connection with the initial business combination[67]. - The Company will limit public shareholders from redeeming more than 15% of the shares sold in the IPO without prior consent to discourage large block accumulations[68]. - The Sponsor has agreed not to redeem any founder shares or public shares in connection with a shareholder vote for the proposed initial business combination[196]. Financial Health and Risks - The company has no operating history and no revenues, raising substantial doubt about its ability to continue as a "going concern"[81]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[78]. - The company faces risks related to competition for attractive acquisition targets, which may increase costs or hinder the ability to find a suitable target[83]. - Aimfinity's management has raised substantial doubt about the company's ability to continue as a going concern if it cannot complete a business combination within the specified period[143]. - The company had cash of $4,895 and a working capital deficiency of $3,270,570 as of December 31, 2024, with $1,202,852 in borrowings under working capital loans[142]. Internal Controls and Compliance - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2024, and determined that they were not effective due to material weaknesses[164]. - The Company plans to implement remediation steps to improve internal controls, including enhancing board composition and consulting third-party professionals[165]. - There were no changes in internal control over financial reporting that materially affected the Company's controls during the reporting period[167]. - The company has adopted a Clawback Policy on November 29, 2023, allowing the Compensation Committee to require reimbursement of erroneously awarded compensation due to accounting restatements[184]. Mergers and Acquisitions - The Docter Business Combination involves merging with Docter Inc. and is expected to result in 6,000,000 PubCo Ordinary Shares valued at $60,000,000[47]. - Aimfinity has entered into a merger agreement with Docter Inc., which will result in Aimfinity being merged into a newly formed publicly traded company, PubCo[107]. - The merger agreement allows for nine one-month extensions, with a payment of $0.05 per share for each extension, potentially extending the deadline to October 28, 2025[38]. - The board of directors of PubCo will consist of five directors post-merger, with three designated by Docter and two by the Sponsor[112]. - Up to 2,500,000 additional PubCo Ordinary Shares may be issued as contingent post-closing earnout consideration based on device sales[48][50]. Audit and Financial Reporting - Marcum's audit 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[156]. - Aimfinity's audit committee reviews all payments made to its Sponsor, officers, directors, or their affiliates on a quarterly basis[200]. - The Company has until January 28, 2025, to consummate an Initial Business Combination, with potential extensions up to October 28, 2025[213].
AIMFINITY(AIMBU) - 2024 Q4 - Annual Report