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Aimfinity Investment Corp. I(AIMAU) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents Aimfinity Investment Corp. I's unaudited consolidated financial statements for Q1 2025 and Q4 2024, with detailed notes Item 1. FINANCIAL STATEMENTS (UNAUDITED) This section presents Aimfinity Investment Corp. I's unaudited consolidated financial statements, including balance sheets, operations, cash flows, and notes Consolidated Balance Sheets This section provides the consolidated balance sheets of Aimfinity Investment Corp. I as of March 31, 2025, and December 31, 2024, detailing assets, liabilities, and shareholders' deficit Consolidated Balance Sheet Data | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------- | :------------- | :---------------- | | Total Assets | $13,676,199 | $36,945,123 | | Total Liabilities | $6,537,687 | $6,092,965 | | Total Shareholders' Deficit | $(6,532,792) | $(6,088,070) | - Cash and investments held in Trust Account significantly decreased from $36,940,228 as of December 31, 2024, to $13,671,304 as of March 31, 2025, primarily due to share redemptions9 Consolidated Statements of Operations This section presents the consolidated statements of operations for the three months ended March 31, 2025, and 2024, outlining revenues, expenses, and net income Consolidated Statements of Operations Data | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Formation and operating costs | $277,251 | $129,520 | | Interest earned on cash and investments held in Trust Account | $342,182 | $568,384 | | Net Income | $64,931 | $438,864 | | Basic and diluted net income per ordinary shares subject to possible redemption | $0.14 | $0.15 | | Basic and diluted net loss per ordinary share attributable to Aimfinity Investment LLC | $(0.10) | $(0.06) | - Net income decreased significantly from $438,864 in Q1 2024 to $64,931 in Q1 2025, primarily due to higher operating costs and lower interest income from the Trust Account11 Consolidated Statements of Changes in Shareholder's Deficit This section details the changes in Aimfinity Investment Corp. I's shareholders' deficit for the periods ended March 31, 2025, and December 31, 2024 Consolidated Statements of Changes in Shareholder's Deficit Data | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------- | :---------------- | | Accumulated Deficit (beginning of period) | $(6,088,320) | $(4,474,695) | | Extension funds attributable to ordinary shares subject to redemption | $(167,471) | $(255,000) | | Accretion of carrying value to redemption value | $(342,182) | $(568,384) | | Net Income | $64,931 | $438,864 | | Accumulated Deficit (end of period) | $(6,533,042) | $(6,088,320) | | Total Shareholders' Deficit (end of period) | $(6,532,792) | $(6,088,070) | - The accumulated deficit increased from $(6,088,320) at December 31, 2024, to $(6,533,042) at March 31, 2025, driven by extension funds and accretion of redemption value, partially offset by net income13 Consolidated Statements of Cash Flows This section presents the consolidated statements of cash flows for the three months ended March 31, 2025, and 2024, categorizing cash activities into operating, investing, and financing Consolidated Statements of Cash Flow Data | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(115,323) | $(285,877) | | Net cash provided by (used in) investing activities | $23,611,106 | $(255,000) | | Net cash (used in) provided by financing activities | $(23,495,783) | $539,865 | | Net Change in Cash | $0 | $(1,012) | | Cash at end of the period | $4,895 | $3,977 | - Investing activities provided significant cash in Q1 2025 ($23.6 million) due to withdrawals from the trust account, contrasting with cash used in Q1 2024. Financing activities used substantial cash in Q1 2025 ($23.5 million) primarily due to ordinary shares redemption15 Notes to Unaudited Financial Statements This section provides detailed explanatory notes accompanying the unaudited consolidated financial statements, covering organization, accounting policies, and specific financial instrument details Note 1 — Organization, Business Operation This note details Aimfinity Investment Corp. I's formation as a blank check company, its IPO, the merger agreement with Docter Inc., and going concern uncertainties - Aimfinity Investment Corp. I is a blank check company formed on July 26, 2021, for the purpose of effecting a Business Combination. It has not commenced operations and generates non-operating income from interest on IPO proceeds1719 - The company consummated its IPO on April 28, 2022, raising $80.5 million from public units and $4.92 million from private placement units, with $82.11 million placed in a Trust Account202123 - The company entered into a Merger Agreement with Docter Inc. on October 13, 2023, which was amended on January 29, 2025, to modify earnout arrangements based on device sales targets for fiscal years 2025 and 20263940 - Management has determined that the company's current cash and working capital are insufficient to complete its planned activities for an initial business combination, raising substantial doubt about its ability to continue as a going concern4243 Note 2 — Significant Accounting Policies This note outlines the significant accounting policies adopted by Aimfinity Investment Corp. I, including GAAP conformity, emerging growth company status, and warrant/share classification - The financial statements are prepared in conformity with GAAP and SEC rules, with all necessary adjustments included. Interim results are not indicative of full-year results45 - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards4849 - Warrants are classified as equity or liability based on specific terms and ASC 480/815, with changes in fair value recognized as non-cash gain or loss for liability-classified warrants5556 - Ordinary shares subject to possible redemption are classified as temporary equity and adjusted to redemption value at each reporting period, with changes treated as deemed dividends57 - The company has no unrecognized tax benefits and is not subject to income taxes in the Cayman Islands or the United States6869 Note 3 — Cash and Investment Held in Trust Account This note details the composition and changes in cash and investments held in the Trust Account, primarily U.S. Treasury securities money market funds Trust Account Holdings | Asset | March 31, 2025 | December 31, 2024 | | :------------------------------------- | :------------- | :---------------- | | Trust Account – U.S. Treasury Securities Money Market Fund | $13,671,304 | $36,940,228 | - Assets in the Trust Account, held in money market funds investing in U.S. Treasury securities, decreased by over 60% from December 31, 2024, to March 31, 20257677 Note 4 — Initial Public Offering This note describes the company's IPO, including public unit sales, redemption features of ordinary shares, and subsequent share redemptions and extensions - The IPO on April 28, 2022, sold 8,050,000 Public Units at $10.00 each, with each unit including one Class A ordinary share and warrants (Class 1 and Class 2)78 - Public Shares include a redemption feature, classifying them as temporary equity, with changes in redemption value recognized immediately8082 Ordinary Shares Subject to Possible Redemption | Metric | Amount | | :------------------------------------------------ | :------------- | | Ordinary shares subject to possible redemption, December 31, 2023 | $43,794,663 | | Less: Redemptions | $(9,684,945) | | Plus: Extension funds attributable to ordinary shares subject to redemption | $795,000 | | Plus: Accretion of carrying value to redemption value | $2,035,510 | | Ordinary shares subject to possible redemption, December 31, 2024 | $36,940,228 | | Less: Redemptions | $(23,778,577) | | Plus: Extension funds attributable to ordinary shares subject to redemption | $167,471 | | Plus: Accretion of carrying value to redemption value | $342,182 | | Ordinary shares subject to possible redemption, March 31, 2025 | $13,671,304 | - Shareholders approved an amendment on January 9, 2025, to extend the business combination deadline to October 28, 2025, leading to the redemption of 1,996,522 Class A Ordinary Shares for $23,778,5778586 Note 5 — Private Placement This note details the private placement of units to the Sponsor concurrent with the IPO, including the amount raised and transfer restrictions - Simultaneously with the IPO, 492,000 Private Placement Units were sold to the Sponsor for $10.00 each, generating $4,920,000. These units are subject to transfer restrictions until 30 days after the initial business combination8788 Note 6 — Related Party Transactions This note outlines transactions with related parties, including founder share acquisitions, extension loans, and working capital loans from the Sponsor and I-Fa Chang - The Sponsor acquired 2,012,500 founder shares (Class B ordinary shares) for $25,000. Certain founder shares were transferred to officers and directors, with vesting contingent upon the consummation of an initial business combination919294 - As of March 31, 2025, $1,472,471 in extension loans and $1,318,175 in working capital loans were outstanding from related parties, primarily I-Fa Chang, to fund extensions and operations101106 - These loans are non-interest bearing and convertible into private units at $10.00 per unit upon the earlier of business combination consummation or company expiry99100104105 Note 7 — Commitments & Contingencies This note describes the company's commitments and contingencies, including registration rights for certain securities and deferred underwriting discounts - Holders of founder shares, private placement shares, and warrants are entitled to registration rights, allowing them to demand registration of their securities109 - A deferred underwriting discount of $2,817,500 is payable to underwriters upon the consummation of an initial business combination110 Note 8 — Shareholders' Deficit This note details the components of shareholders' deficit, including outstanding Class A and Class B ordinary shares, their voting rights, and outstanding warrants - As of March 31, 2025, there were 492,000 Class A ordinary shares and 2,012,500 Class B ordinary shares issued and outstanding112113 - Public shareholders are entitled to one vote per share, while Class B ordinary shares (founder shares) have enhanced voting rights for certain matters, including director appointments prior to a business combination115 - As of March 31, 2025, 8,542,000 Class 1 Warrants and 1,802,499 Class 2 Warrants are outstanding, exercisable at $11.50 per share, with specific redemption conditions117121 Note 9 — Segment information This note clarifies that the company operates as a single operating segment, with the CEO reviewing overall financial results and key cost components - The company operates as a single operating and reportable segment, with the CEO reviewing overall operating results, interest earned on trust account, and formation/operating costs125126 Segment Operating Results | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Legal and professional services costs | $(136,444) | $(82,940) | | Other formation and operating costs | $(140,807) | $(46,580) | | Total formation and operating costs | $(277,251) | $(129,520) | | Interest earned on cash and investment held in Trust | $342,182 | $568,384 | | Net income | $64,931 | $438,864 | Note 10 — Subsequent Events This note discloses significant events occurring after the reporting period, including additional trust account deposits, loan conversions, and a new acquisition agreement - In April 2025, an additional $55,824 was deposited into the Trust Account, extending the business combination period to May 28, 2025128 - On April 8, 2025, the company entered an Exchange Agreement to convert approximately $1.5 million of outstanding promissory notes (extension and working capital loans) into 150,000 private units129 - On May 27, 2025, Pubco agreed to acquire 100% of Inkrock Holding Limited by issuing 687,054 ordinary shares to I-Fa Chang as purchase consideration131 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Aimfinity Investment Corp. I's financial condition, operations, business combination, liquidity, and Nasdaq delisting Overview This overview describes Aimfinity Investment Corp. I as a blank check company, its merger agreement with Docter Inc., business combination extensions, and recent Nasdaq delisting - Aimfinity Investment Corp. I is a blank check company focused on identifying and consummating an initial business combination, having incurred losses from inception due to formation and operating costs135138 - The company entered into a Merger Agreement with Docter Inc. on October 13, 2023, which was amended to adjust the composition of PubCo's board and modify earnout arrangements based on device sales targets for fiscal years 2025 and 2026139143145 - Shareholders approved multiple extensions for the business combination deadline, most recently to June 28, 2025, through deposits into the Trust Account by the Sponsor151152 - The company received a delisting notice from Nasdaq on April 28, 2025, and its securities began trading on the OTC Market on May 5, 2025, under new tickers161 Results of Operations This section analyzes the company's operational results, noting the absence of operating revenues and the factors contributing to changes in net income - The company has not generated operating revenues to date, with activities focused on organizational tasks and identifying a target for business combination163 Key Operating Results | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $64,931 | $438,864 | | Interest income on Trust Account | $342,182 | $568,384 | | Operating cost | $277,251 | $129,520 | - Net income decreased significantly in Q1 2025 compared to Q1 2024, primarily due to increased operating costs and reduced interest income from the Trust Account164 Liquidity and Capital Resources This section discusses the company's liquidity position, including Trust Account balances, cash, working capital deficiency, reliance on Sponsor loans, and going concern uncertainties - As of March 31, 2025, the company had $13,671,304 in the Trust Account and $4,895 in cash, with a working capital deficiency of $3,715,292167173 - The company relies on loans from its Sponsor to fund working capital deficiencies and transaction costs, with $1,318,175 in working capital loans outstanding as of March 31, 2025169170172 - Management has identified substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and the uncertainty of completing a business combination by the deadline174 Off-Balance Sheet Financing Arrangements This section confirms that Aimfinity Investment Corp. I has no off-balance sheet financing arrangements as of March 31, 2025 - As of March 31, 2025, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements175 Contractual Obligations This section outlines the company's contractual obligations, including registration rights for securities and a deferred underwriting fee contingent on business combination - Holders of founder shares, private placement units, and warrants are entitled to registration rights, with the company bearing the costs of filing registration statements176 - A deferred underwriting fee of $2,817,500 is contingent upon the consummation of an initial business combination178 Critical Accounting Policies This section states that the financial statements are prepared in conformity with GAAP and SEC rules, highlighting key accounting principles - The financial statements are presented in conformity with GAAP and SEC rules179 Recent Accounting Pronouncements This section discusses the company's evaluation of recent accounting pronouncements, specifically ASU No. 2024-03, 'Expense Disaggregation Disclosures' - The company is evaluating the impact of ASU No. 2024-03, 'Expense Disaggregation Disclosures,' which is required for fiscal years commencing after December 15, 2026180 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, Aimfinity Investment Corp. I is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide market risk disclosures182 Item 4. CONTROLS AND PROCEDURES The Chief Executive Officer and General Counsel concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, with no material changes in internal control over financial reporting - As of March 31, 2025, the company's disclosure controls and procedures were deemed not effective by the CEO and General Counsel184 - No material changes in internal control over financial reporting occurred during the period covered by this report185 PART II – OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, defaults, and other disclosures Item 1. LEGAL PROCEEDINGS There are no legal proceedings to report for Aimfinity Investment Corp. I - The company has no legal proceedings187 Item 1A. RISK FACTORS As a smaller reporting company, Aimfinity Investment Corp. I refers to risk factors from previous filings, with no material changes in this report - As a smaller reporting company, risk factors are not required in this report, but reference is made to the Prospectus and Annual Report188 - No material changes to the risk factors disclosed in previous filings have occurred as of the date of this Quarterly Report188 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES This section details the issuance of founder shares and private placement units under Section 4(a)(2) exemption, the IPO proceeds, and the conversion of working capital and extension notes into private units and PubCo ordinary shares - The Sponsor acquired 2,012,500 Class B ordinary shares (founder shares) for $25,000, issued under the Section 4(a)(2) exemption189 - The IPO on April 28, 2022, generated $80.5 million gross proceeds from 8,050,000 Public Units, and a concurrent private placement of 492,000 Private Placement Units generated $4.92 million190191 - A total of $82.11 million from IPO and private placement proceeds was placed in a U.S.-based trust account193 - Working Capital Notes and Extension Notes, totaling approximately $1.5 million, will be converted into 150,000 Private Units and PubCo ordinary shares as part of the transaction financing200201 Item 3. DEFAULTS UPON SENIOR SECURITIES There are no defaults upon senior securities to report for Aimfinity Investment Corp. I - The company has no defaults upon senior securities203 Item 4. MINE SAFETY DISCLOSURES Mine safety disclosures are not applicable to Aimfinity Investment Corp. I - Mine safety disclosures are not applicable to the company204 Item 5. OTHER INFORMATION Aimfinity Investment Corp. I was delisted from Nasdaq and now trades on OTC, but its business combination with Docter Inc. aims for a future Nasdaq listing - The company received a delisting notice from Nasdaq on April 28, 2025, due to non-compliance with IM-5101-2205 - Securities began trading on the OTC Market on May 5, 2025, under tickers 'AIMUF,' 'AIMTF,' and 'AIMWF' for units, new units, and warrants, respectively206 - The business combination with Docter Inc., approved on March 27, 2025, is not materially affected by the venue change, with efforts ongoing to secure Nasdaq listing for the post-combined entity207 Item 6. EXHIBITS This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents209 SIGNATURES The report is duly signed on behalf of Aimfinity Investment Corp. I by its Chief Executive Officer, I-Fa Chang, and Chief Financial Officer, Xuedong (Tony) Tian, on June 20, 2025 - The report was signed by I-Fa Chang (CEO) and Xuedong (Tony) Tian (CFO) on June 20, 2025213