Overview

Aimfinity Investment Corp. I is a blank check company incorporated in July 2021 with the purpose of merging with or acquiring a target business. The company completed its initial public offering (IPO) in April 2022, raising $80.5 million by selling 8,050,000 units at $10 per unit. Each unit consisted of one Class A ordinary share, one Class 1 warrant, and one-half of one Class 2 warrant.

Since its IPO, Aimfinity’s sole activity has been identifying and evaluating potential acquisition targets. The company has not generated any revenue and has incurred losses from formation and operating costs. Aimfinity has relied on the sale of its securities and loans from its sponsor and other parties to fund its operations.

Business Combination with Docter Inc.

On October 13, 2023, Aimfinity entered into a merger agreement to acquire Docter Inc., a Delaware-based company. The transaction involves a series of mergers that will result in Docter becoming a wholly-owned subsidiary of a new public company, PubCo.

Key terms of the deal include:

• Aimfinity will merge into PubCo, with PubCo as the surviving entity.
• Docter will then merge into a PubCo subsidiary, with Docter as the surviving entity.
• Docter shareholders will receive PubCo ordinary shares as consideration.
• Up to an additional 2.5 million PubCo shares may be issued to Docter shareholders as earnout consideration based on Docter device sales targets in 2024 and 2025.
• The composition of PubCo’s board of directors was amended to have 3 Docter designees and 2 Aimfinity sponsor designees.

Extensions and Redemptions

Following its IPO, Aimfinity had until July 2023 to complete its initial business combination. The company received shareholder approval to extend this deadline in several stages:

• In July 2023, shareholders approved 9 one-month extensions to April 2024, with the sponsor depositing $85,000 per extension into the trust account.
• In April 2024, shareholders approved 9 additional one-month extensions to January 2025, with the sponsor depositing $60,000 per extension.
• In January 2025, shareholders approved further extensions to October 2025, with the sponsor depositing $0.05 per public share per extension.

In connection with these extensions, public shareholders were given redemption opportunities, resulting in the redemption of 4.1 million, 0.9 million, and 2.0 million shares respectively, for a total of approximately $76 million returned to redeeming shareholders.

Results of Operations

Aimfinity has not generated any revenue to date, with its only activities being organizational, IPO preparation, and target evaluation. The company has reported net income of $1.9 million in 2023 and $1.2 million in 2024, primarily from interest earned on the trust account funds.

Liquidity and Capital Resources

As of December 31, 2024, Aimfinity had $36.9 million held in its trust account and $1.2 million in working capital loans. The company intends to use the trust account funds to complete the Docter business combination and finance the operations of the combined entity.

Aimfinity has expressed substantial doubt about its ability to continue as a going concern if it is unable to complete the Docter transaction within the combination period. The company’s sponsor and officers have provided working capital loans to fund operations.

Contractual Obligations

Aimfinity has certain contractual obligations, including:

• Registration rights agreement providing holders of founder shares, private placement units, and private placement warrants the right to demand registration of their securities.
• Underwriting agreement requiring payment of a deferred underwriting fee of $2.8 million upon completion of the initial business combination.

Critical Accounting Estimates and Recent Pronouncements

Aimfinity did not identify any critical accounting estimates. The company adopted ASU 2023-07 on segment reporting for the year ended December 31, 2024.

Emerging Growth Company Status

Aimfinity qualifies as an emerging growth company under the JOBS Act and has elected to take advantage of certain reporting exemptions afforded to such companies.