Aimfinity Investment Corp. I Files 8-K on Definitive Agreement

TL;DR

Aimfinity Investment Corp. I signed a material definitive agreement, potentially creating financial obligations and involving unregistered equity sales.

AI Summary

Aimfinity Investment Corp. I entered into a material definitive agreement on October 16, 2024, related to the creation of a direct financial obligation. The filing also details unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This filing indicates a significant financial transaction or obligation for Aimfinity Investment Corp. I, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and the creation of financial obligations, which can carry inherent risks.

Key Numbers

• 0.0001 — Par Value (Par value for ordinary shares and redeemable warrants)
• 11.50 — Exercise Price (Exercise price for Class 1 and Class 2 Redeemable Warrants)

Key Players & Entities

• Aimfinity Investment Corp. I (company) — Filer of the 8-K report
• 0001213900-24-089632 (filing_id) — Accession number for the filing
• 2024-10-16 (date) — Date of the material definitive agreement and unregistered sales
• 1 ROCKEFELLER PLAZA, 11TH FLOOR (address) — Business and mailing address of Aimfinity Investment Corp. I
• 6467222971 (phone_number) — Business phone number of Aimfinity Investment Corp. I

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warra
• $11.50 — ordinary share at an exercise price of $11.50 AIMAW The Nasdaq Stock Market LLC
• $10.00 — er share, of the Company, at a price of $10.00 per share in the aggregated purchase pr
• $5,000,001 — Business Combination being no less than $5,000,001 in accordance with the requests of the
• $5,000,001 b — he Business Combination being less than $5,000,001 based on the Redemption Requests. In conn
• $1,500,000 — Chang agreed to loan the Company up to $1,500,000 to be used for a portion of the working

Filing Documents

• ea0218240-8k425_aimfinity1.htm (8-K) — 57KB
• ea021824001ex10-1_aimfinity1.htm (EX-10.1) — 56KB
• ea021824001ex10-2_aimfinity1.htm (EX-10.2) — 30KB
• 0001213900-24-089632.txt ( ) — 405KB
• aimau-20241016.xsd (EX-101.SCH) — 4KB
• aimau-20241016_def.xml (EX-101.DEF) — 27KB
• aimau-20241016_lab.xml (EX-101.LAB) — 38KB
• aimau-20241016_pre.xml (EX-101.PRE) — 26KB
• ea0218240-8k425_aimfinity1_htm.xml (XML) — 9KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. As disclosed previously on the Current Report on Form 8-K filed on October 16, 2023, on October 13, 2023, Aimfinity Investment Corp. I ("AIMA" or the "Company") entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), with Docter Inc., a Delaware corporation ("Docter"), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of AIMA ("Purchaser"), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), pursuant to which AIMA will enter into a business combination (the "Business Combination") with Docter that involves a reincorporation merger and an acquisition merger. The Purchaser shall survive the Business Combination and be referred as "PubCo" after the Business Combination. On October 16, 2024, AIMA, Purchaser and Family Inheritance Consulting (H.K.) Limited, a Hong Kong registered entity ("Investor"), entered into a certain backstop agreement in connection with the Business Combination, pursuant to which, the Investor agrees to purchase, at the request of the Company, Class A ordinary shares, par value $0.0001 per share, of the Company, at a price of $10.00 per share in the aggregated purchase price (the "Purchase Price") no less than the minimum amount of cash (the "Commitment") resulting in the net tangible assets of the Purchaser upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its amended and restated memorandum and articles of association (the "Redemption Requests"), if and only if the Company reasonably believes that redemptions by public shareholders of the Company in conn

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Under the final prospectus of the Company (File Number: 333-263874) for its initial public offering (the "IPO"), the sponsor of the IPO, Aimfinity Investment LLC (the "Sponsor"), directors, officers of the Company, or any of the affiliates or designees of the foregoing may, but are not obligated to loan the Company working capital. On October 21, 2024, the Company issued a promissory note (the "Note") to I-Fa Chang, as the designee, one member and sole manager of the Sponsor, under which I-Fa Chang agreed to loan the Company up to $1,500,000 to be used for a portion of the working capital. 1 The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company's business combination (the "Business Combination") or (ii) the date of expiry of the term of the Company (the "Maturity Date"). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated. The payee of the Note, Mr. Chang, has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private units (the "Private Units") of the Company, that are identical to The Private Units issued by the Company in the private placement consummated simultaneously with the Company's IPO, subject to certain exceptions, as described in the final prospectus of the Company (File Number: 333-263874), by providing the Company with written notice of the intention to convert at least two business days pr

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Private Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company's initial Business Combination and (2) are entitled to registration rights. 2 IMPORTANT NOTICES Important Notice Regarding Forward-Looking As disclosed previously on the Current Report on Form 8-K filed on October 16, 2023, on October 13, 2023, AIMA entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement "), with Docter Inc., a Delaware corporation (" Docter "), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary of AIMA (" Purchaser "), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (" Merger Sub "), pursuant to AIMA will enter into a business combination with Docter that involves a reincorporation merger and an acquisition merger. This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operati

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Backstop Agreement, dated October 16, 2024, by and among AIMA, Purchaser, and Investor 10.2 Promissory Note, dated October 22, 2024, issued by AIMA to I-Fa Chang 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Aimfinity Investment Corp. I By: /s/ I-Fa Chang Name: I-Fa Chang Title: Chief Executive Officer Date: October 22, 2024 5

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