UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February
3, 2025 (January 29, 2025)
AIMFINITY INVESTMENT CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41361 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
221
W 9th St, PMB 235
Wilmington, Delaware 19801
(Address of principal executive offices)
(425) 365-2933
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
| Units, consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant |
|
AIMAU |
|
The Nasdaq Stock Market
LLC |
| Class A ordinary shares, $0.0001 par value |
|
AIMA |
|
The Nasdaq Stock Market
LLC |
| Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock Market
LLC |
| Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock Market
LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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”)
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
June 5, 2024, AIMA, Purchaser, Merger Sub and Docter entered into an amendment to the Merger Agreement (the “Amendment No. 1”)
to modify the composition of PubCo ’s board of directors upon and immediately following the completion of the Business Combination.
On
January 29, 2025, AIMA, Purchaser, Merger Sub and Docter entered into another amendment to the Merger Agreement (the “Amendment
No. 2”), which modified the earnout arrangements in the Merger Agreement.
Previously, under the Merger
Agreement, in addition to the issuance of 6,000,000 ordinary shares of the Purchaser, par value $0.0001 per share (the “Purchaser
Ordinary Shares”) to the stockholders of Docter (the “Docter Stockholders”) at the closing of the Business Combination,
an additional 2,500,000 Purchaser Ordinary Shares (the “Earnout Shares”) will
be issued as below:
| (i) | 1,000,000 Earnout Shares in aggregate will be issued to the
Docter Stockholders if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal
year 2024 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared
in accordance with the U.S. GAAP as filed with the SEC; and |
| (ii) | 1,500,000 Earnout Shares will be issued to each Docter Stockholders
on a pro rata basis if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2025 as reflected in its audited
consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP
as filed with the SEC. |
Under
Amendment No. 2, the additional 2,500,000 Purchaser Ordinary Shares (the “Earnout Shares”) will
be issued as below:
| (i) | 1,000,000 Earnout Shares in aggregate will be issued to the
Docter Stockholders if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal
year 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared
in accordance with the U.S. GAAP as filed with the SEC; and |
| (ii) | 1,500,000 Earnout Shares will be issued to each Docter Stockholders
on a pro rata basis if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2026 as reflected in its audited
consolidated annual financial statements for the fiscal year ending December 31, 2026 prepared in accordance with U.S. GAAP
as filed with the SEC. |
A
copy of the Amendment No. 2 is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
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 Merger Agreement, with Docter, Purchaser, and
Merger Sub, pursuant to which 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 operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The
words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or
unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are
not limited to: (i) risks related to the expected timing and likelihood of completion of the pending business combination, including the
risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as
regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused
to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with
such approvals; (ii) risks related to the ability of AIMA and Docter to successfully integrate the businesses; (iii) the occurrence of
any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk
that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Docter or
AIMA; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk
that any announcements relating to the proposed transaction could have adverse effects on the market price of AIMA’s securities;
(vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Docter to retain customers
and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses
generally; (viii): risks relating to the medical device industry, including but not limited to governmental regulatory and enforcement
changes, market competitions, competitive product and pricing activity; and (ix) risks relating to the combined company’s ability
to enhance its products and services, execute its business strategy, expand its customer base and maintain stable relationship with its
business partners. A further list and description of risks and uncertainties can be found in the prospectus filed on April 26, 2022 relating
to AIMA’s initial public offering (the “IPO Prospectus”), the annual report of AIMA on Form 10-K for the fiscal year
ended on December 31, 2023, filed on April 12, 2024 (the “Annual Report”), and in the registration statement on Form F-4/proxy
statement (File No. 333-[ ]) filed by Purchaser on January 31, 2025, as amended (the “F-4”), in connection with the proposed
transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements. Forward-looking statements relate only to the date they were made, and AIMA, Docter and their subsidiaries
undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as
required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein,
Purchaser has filed the F-4 on January 31, 2025. The proxy statement and a proxy card will be mailed to shareholders as of a record date
to be established for voting at the stockholders’ meeting of AIMA shareholders relating to the proposed transactions. Shareholders
will also be able to obtain a copy of the Registration Statement and proxy statement without charge from AIMA. The Registration Statement
and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov. INVESTORS AND SECURITY
HOLDERS OF AIMA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTIONS THAT AIMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT AIMA, THE COMPANY AND THE TRANSACTIONS DESCRIBED HEREIN.
Participants in Solicitation
AIMA, Docter, and their respective directors,
executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of
AIMA’s ordinary shares stock in respect of the proposed transaction. Information about AIMA’s directors and executive officers
and their ownership of AIMA ordinary shares is set forth in the IPO Prospectus and the Annual Report. Other information regarding the
interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction
when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described
above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of AIMA or Docter, nor shall there
be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
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 |
| |
|
| Date: February 3, 2025 |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Chief Executive Officer |
Exhibit 1.1
AMENDMENT NO. 2
TO THE AGREEMENT AND PLAN OF MERGER
This
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of January 29, 2025, by and
among Docter Inc., a Delaware corporation (the “Company”), Aimfinity Investment Corp. I, a Cayman Islands exempted
company (“Parent”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly-owned subsidiary
of Parent (“Purchaser”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary
of Purchaser (“Merger Sub”). Capitalized terms not otherwise defined in this Amendment No. 2 shall have the meaning
given to them in the October 2023 Merger Agreement (as defined below).
W I T N E S S E T H:
WHEREAS,
Parent, Purchaser, Merger Sub, and the Company are parties (the “Parties”) to a certain Agreement and Plan of Merger dated
as of October 13, 2023 (the “October 2023 Merger Agreement”); and
WHEREAS,
the Parties entered into a certain amendment No. 1 to the October 2023 Merger Agreement on June 5, 2024 (the “Amendment No. 1”,
together with the October 2023 Merger Agreement, the “Merger Agreement”); and
WHEREAS,
in accordance with the terms of Section 14.2 of the Merger Agreement, the Parties desire to amend the Merger Agreement further as set
forth herein to modify the terms and conditions of the Earnout Payment.
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Amendment
to the Merger Agreement.
(a)
The definitions of “PubCo 2024 Audited Financials” and “PubCo 2025 Audited Financials” under Section 1.1 of the
Merger Agreement be deleted in its entirety.
(b)
Under Section 1.1 of the Merger Agreement, the following definitions be inserted after the definition of “PubCo” and before
the definition of “Purchaser Cure Period”:
“
‘PubCo 2025 Audited Financials’ shall have the meaning set forth in Section 4.4(a)(i).
‘PubCo 2026 Audited Financials’ shall have the meaning set forth in Section 4.4(a)(ii).”
(c)
Section 4.4(a) of the Merger Agreement shall be deleted in its entirety and replaced as follows:
“(a) After the Closing, PubCo
shall issue and each Pre-Closing Company Stockholder shall have the right to receive its pro rata portion of up to 2,500,000 additional
Purchaser Ordinary Shares (collectively, the “Earnout Shares”) as follows:
(i) the applicable pro rata portion
of 1,000,000 Earnout Shares (collectively, the “Tranche 1 Earnout Shares”) will be issued and delivered by PubCo to
each Pre-Closing Company Stockholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K
whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s
audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP (the
“PubCo 2025 Audited Financials”), if and only if, such PubCo 2025 Audited Financial reflects completed sales of at
least 30,000 Devices during fiscal year 2025; and
(ii) the applicable pro rata portion
of 1,500,000 Earnout Shares (collectively, the “Tranche 2 Earnout Shares”) will be issued and delivered by PubCo to
each Pre-Closing Company Stockholder within five (5) Business Days following the date of filing of an report on Form 20-F or 10-K whichever
is applicable with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated
annual financial statements for the fiscal year ending December 31, 2026 prepared in accordance with U.S. GAAP (the “PubCo 2026
Audited Financials”), if and only if, such PubCo’s 2026 Audited Financials reflect completed sales of at least 40,000
Devices during fiscal year 2025.
Section 2. Effectiveness
of Amendment. Upon the execution and delivery hereof, the Merger Agreement shall thereupon be deemed to be amended as set forth herein
and with the same effect as if the Amendment No. 2 made hereby was originally set forth in the Merger Agreement, and this Amendment No.
2 and the Merger Agreement shall henceforth respectively be read, taken and construed as one and the same instrument, but such amendment
shall not operate so as to render invalid or improper any action heretofore taken under the Merger Agreement. Upon the effectiveness of
this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereof,” “hereunder”
or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment No. 2.
Section 3. General
Provisions.
(a) Miscellaneous.
This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original but all of which together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto
and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment No. 2 may
be executed and delivered by facsimile or PDF transmission. The terms, agreements and provisions of Article XIV of the Merger Agreement
shall apply to this Amendment No. 2, as applicable.
(b) Merger
Agreement in Effect. Except as specifically and explicitly provided for in this Amendment No. 2, the Merger Agreement shall remain
unmodified and in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first above written.
| |
AIMFINITY INVESTMENT CORP. I |
| |
|
|
| |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Chief Executive Officer and Chairman |
| |
AIMFINITY INVESTMENT MERGER SUB I |
| |
|
|
| |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Director |
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AIMFINITY INVESTMENT MERGER SUB II, INC. |
| |
|
|
| |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Director |
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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DOCTER INC. |
| |
|
|
|
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By: |
/s/ Hsin-Ming Huang |
| |
|
Name: |
Hsin-Ming Huang |
| |
|
Title: |
Chief Executive Officer |
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