Overview

Aifeex Nexus Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Initial Public Offering (IPO)

On December 6, 2024, the Company consummated its IPO of 8,625,000 units, including 1,125,000 additional units granted to the underwriters to cover over-allotments. Each unit consisted of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $86,250,000.

Simultaneously with the IPO, the Company completed a private placement with its sponsor, Aitefund Sponsor LLC, of 244,250 units at a price of $10.00 per unit, generating gross proceeds of $2,442,500.

Results of Operations

Since the IPO, the Company’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates. The Company has not engaged in any operations or generated any revenues to date. For the three months ended March 31, 2025, the Company had a net income of $680,854, which consisted of interest and dividend income of $896,603 on cash and investments held in the trust account, offset by operating costs of $215,749.

Liquidity and Capital Resources

As of March 31, 2025, the Company had cash of $273,472 and a working capital of $285,131. The Company’s liquidity needs have been satisfied through the proceeds from the IPO and private placement.

The Company intends to use the funds held outside the trust account to identify and evaluate target businesses, perform due diligence, and complete an initial business combination. The Company’s directors, officers, and sponsor may provide loans to fund working capital deficiencies or transaction costs, which may be convertible into units of the Company.

The Company has determined that the conditions raise substantial doubt about its ability to continue as a going concern. The Company’s plan to address this uncertainty is through the Working Capital Loans and, if necessary, the potential liquidation of the Company.

Contractual Obligations

The Company has entered into a registration rights agreement with the holders of the founder shares and private placement units, granting them certain registration rights. The Company has also entered into an underwriting agreement with the underwriters, which entitles them to a cash underwriting discount and a deferred fee upon the consummation of an initial business combination.

Critical Accounting Policies and Recent Accounting Pronouncements

The Company’s financial statements are prepared in accordance with US GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The Company did not identify any critical accounting estimates. Management does not believe that any recently issued, but not effective, accounting standards would have a material effect on the Company’s financial statements.