美国
证券交易委员会
华盛顿,特区。20549
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当前报告
根据《1934年证券交易法》第13或15(d)条规定
报告日期(最早披露事件的日期):2024年12月2日(
(公司章程中指定的准确公司名称)
(所在州或其他司法管辖区) | (设立或其它管辖地的州) | (美国国内国税局雇主 | ||
(委员会文件号) | (标识号码) |
(总部地址)
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(注册人的电话号码,包括区号)
(更改自上一份报告后的前名称或前地址)
如果本表8-K的提交同时满足申报人根据下列规定的任何一个申报义务,请在下面适当的方框中打“X”:
根据证券法规第425条规定的书面通信(17 CFR 230.425) |
根据交易法规第14a-12条规定的征求材料(17 CFR 240.14a-12) |
根据交易法规第14d-2(b)条规定的启动前通信(17 CFR 240.14d-2(b)) |
根据交易法规第13e-4(c)条规定的启动前通信(17 CFR 240.13e-4(c)) |
根据《证券法》第12(b)条注册的单位。
每一类别的名称 | 交易符号 | 在每个交易所注册的名称 | ||
股 股票市场 有限责任公司 | ||||
股 股票市场 有限责任公司 | ||||
股 股票市场 有限责任公司 | ||||
股 股票市场 有限责任公司 |
在勾选标记旁边注明发行人是否是根据1933年证券法规则405条(本章节的§230.405)或1934年证券交易法规则12亿.2条(本章节§2401.2亿.2)定义的新兴成长公司
新兴成长公司
如果该注册人是一家新兴企业,请勾选,表示该注册人选择不使用遵守根据交易所法第13(a)条规定提供的任何新的或修订后的财务会计准则的延期过渡期。
项目2.03:直接财务债务或登记人的离场表外安排的形成
2024年4月23日,Aimfinity投资公司I,一家开曼群岛豁免公司(“公司”),举行了一次特别股东大会(“Shareholder Meeting”),公司股东批准修改公司的修订和重新规定的备忘录和章程(“”)的日期。”)以允许公司直至2024年4月28日完成一项初始业务组合,并可选择将完成初始业务组合的期限延长至九次,每次延长一个月(每次为“每月延期股东可以通过存入公司的信托账户(即“信托账户)最多延长九个月,直至2025年1月28日,(i)每张公开股票不超过60,000美元,(ii)每张公开股票每个月延期0.035美元。
开启 2024 年 11 月 27 日,公司发行了一张价值 60,000 美元的无抵押期票(”注意”) 致会员 I-Fa Chang 也是该公司的赞助商Aimfinity Investment LLC的经理(”赞助商”),作为赞助商的指定人, 证明支付的6万美元款项(”新的每月延期付款”) 存入公众股东的信托账户, 这使公司能够将其完成初始业务合并的时间从11月起延长一个月 2024 年 28 日至 2024 年 12 月 28 日(”新扩展”)。新延期是最多九个月度延期中的第八个 经修订的《宪章》允许。
该 票据不计利息,并将在以下两个事件中较早发生时全额支付:(i) 公司业务合并的完成 (“业务合并”)或 (ii) 公司的期限到期日(“到期日”)。 以下情况应构成违约事件:(i) 在到期日五个工作日内未能支付本金; (ii) 自愿或非自愿破产程序的启动;(iii) 公司在此项义务下的违约; (iv) 任何交叉违约;(v) 针对公司的强制执行程序;(vi)与履行这项义务相关的任何违法或无效行为,在这种情况下,票据可能会被加速。
《票据》的收款人张先生有权利,但无义务,将《本票》全部或部分转换为公司的私募单位(“定向增发”),该私募单位与公司同时进行的私募有关,具体说明在公司的招股说明书(文件编号:333-263874)中,须在业务组合关闭之前至少提前两个工作日书面通知公司有意转换。赞助商在转换时应收到的私募单位数量为将所有应付给赞助商的未偿本金数额(x)除以10美元(y)的商。私人单位公司《招股说明书》文件编号:333-263874,中描述的,收款人张先生有权,但非义务,将《本票》全部或部分转换为公司的私募单位(定向增发)的权利。这些私募单位与公司同时进行的私募发行的私募单位相同,但须符合一定的例外。在业务组合结束前至少提前两个工作日书面通知公司有意转换,转换后收到的私募单位数量由未偿本金总额(x)除以10美元(y)计算。
该债券的发行是根据1933年证券法第4(a)(2)条规定的豁免登记而进行的,如修订。
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
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.
Item 7.01 Regulation FD Disclosure.
On December 2, 2024, the Company issued a press release (the “Press Release”) announcing that the New Extension. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934, both as amended, except as expressly set forth by specific reference in such filing.
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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 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 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, 2022, filed on April 17, 2023 (the “Annual Report”), and in the registration statement on Form S-4 or Form F-4/proxy statement that will be filed with the SEC by Purchaser 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.
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Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser will file relevant materials with the SEC including the registration statement on Form S-4 or Form F-4 and a proxy statement (the “Registration Statement”). 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 Parent 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 Parent. 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 PARENT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PARENT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARENT, 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.
Exhibit No. | Description | |
10.1 | Promissory Note, dated November 27, 2024, issued by Aimfinity Investment Corp. I to I-Fa Chang | |
99.1 | Press Release, dated December 2, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: December 2, 2024 |
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