UNITED STATES
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material under §240.14a
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AIMFINITY INVESTMENT CORP. I
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
LETTER TO SHAREHOLDERS OF AIMFINITY INVESTMENT CORP. I
211 W 9
th
St, PMB 235
Wilmington, DE 19801
Dear Aimfinity Investment Corp. I Shareholder:
You are cordially invited to attend an extraordinary general meeting of Aimfinity Investment Corp. I, a Cayman Islands exempted company (“AIMA,” or the “Company”), which will be held on April 23, 2024, at 11:00 a.m., Eastern Time, at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 - , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).
The attached Notice of the Shareholder Meeting and proxy statement describe the business AIMA will conduct at the Shareholder Meeting and provide information about AIMA that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated March 28, 2024 and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:
1. Proposal No. 1 — Charter Amendment Proposal — To approve by way of a special resolution that, the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), which currently provides that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the board of directors of the Company (the “Board”) if requested by Aimfinity Investment LLC (the “Sponsor”), without the need for further approval of the Company’s shareholders, elect to extend the period to consummate a business combination (the “Combination Period”) up to nine times, each by an additional one -month extension (“Existing Monthly Extension”), for a total of up of nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto (the “Annex A”, the “Charter Amendment”, and such proposal, the “Charter Amendment Proposal”), which provides that the Company has until April 28, 2024 to complete a business combination, and may, by resolutions of the Board if requested the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month extension, for a total of up to nine months to January 28, 2025; and
2. Proposal No. 2 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal (the “Adjournment Proposal”).
If the shareholders approve the Charter Amendment Proposal, the Company will have until April 28, 2024 (the “Initial Termination Date”) to consummate an initial business combination, and, without the need for any further approval of the Company’s shareholders, at the request by the Sponsor, the Company may by resolution of our Board elect to extend the Combination Period up to nine times, each by an additional one -month extension (each a “New Monthly Extension”), for a total of up to nine months to January 28, 2025 (the “Extended Termination Date”). For each New Monthly Extension, our Sponsor or its affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) the lesser of (i) $60,000 for all remaining public shares, and (ii) an amount equal to $0.035 for each remaining public share at the time of such deposit (each, a “New Monthly Extension Fee”). If there is (i) no redemption of the public shares, the New Monthly Extension Fee will be $60,000, (ii) a 50% redemption of the public shares, the New Monthly Extension Fee will be $60,000, and (iii) an 80% redemption of the public shares, the New Monthly Extension Fee will be approximately $31,261.20. The first New Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by April 28, 2024, while the subsequent New Monthly Extension Fee must be deposited into the Trust Account by the 28 th of each succeeding month until December 28, 2024.
In addition, the units offered in our initial public offering are currently traded on Nasdaq under the symbol “AIMAU”, each consisting of one new unit (currently listed on Nasdaq under the symbol “AIMBU”) (the “New Units”) and one Class 1 redeemable warrant (currently listed on Nasdaq under the symbol “AIMAW”) (the “Class 1 Warrants”). Each new unit consists of one Class A ordinary share (the “Class A Ordinary Shares” or “public shares”), and one -half of one Class 2 redeemable warrant (the “Class 2 Warrants”). However, the New Units will not separate into public shares and Class 2 Warrants, and the public shares and the Class 2 Warrants will not trade separately, unless and until consummation of our initial business combination. As provided in the prospectus of the Company filed with the SEC on April 26, 2022 (the “IPO Prospectus”) and the warrant agreement of April 25, 2022 between the Company and VStock Transfer, LLC, as amended on July 7, 2023 (collectively, the “Warrant Agreement”), the holders of New Units will forfeit their Class 2 Warrants in the event that they elect to redeem public shares. As a result, if you elect to redeem public shares in connection with the Charter Amendment Proposal, you may submit your New Units (Symbol “AIMBU”, CUSIP Number: G0135E 142) for redemption, as a result of which, your public shares underlying the redeeming New Units will be redeemed and the Class 2 Warrants underlying the redeeming New Units will be automatically forfeited and cancelled without any additional actions by you.
Neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other. Each of the Charter Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated in the Business Combination Agreement, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
The purpose of the Charter Amendment Proposal is to allow the Company to have more time and flexibility to complete the Docter Business Combination. The Company’s Existing Charter currently provides that the Company has until April 28, 2024 to consummate an initial business combination (if all 9 Existing Monthly Extensions are exercised), or such later time as the shareholders of the Company may approve in accordance with the Existing Charter, to complete a business combination. In the event that the Company does not consummate the Docter Business Combination before April 28, 2024, the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our directors, liquidate and dissolve the Company, subject in each case to the Company’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
Further, the Existing Charter provides that the Company may amend the Charter by special resolution to extend the Combination Period, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval or effectiveness of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. To afford the Company more time and flexibility, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal to extend the Combination
Period. If the Charter Amendment Proposal is approved, the Company will have until the Initial Termination Date to consummate the Docter Business Combination, and may, by resolution of the Board if requested by the Sponsor, without the need for any further approval of the Company’s shareholders, extend the Combination Period up to nine times, each by an additional New Monthly Extension to the Extended Termination Date, subject to the Sponsor or its affiliates or designees depositing additional funds into the Trust Account in accordance with terms as set out in the Charter Amendment.
Notwithstanding the foregoing, if (i) the Charter Amendment Proposal is not approved or implemented, and (ii) a business combination is not completed on or before April 28, 2024, AIMA will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
For further details about the reasons for the Charter Amendment Proposal, see the section titled “ Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal ” of this proxy statement.
AIMA reserves the right to move to adjourn the Shareholder Meeting in the event that the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal. In that event, at the Shareholder Meeting, AIMA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal.
The Board has fixed the close of business on March 21, 2024 (the “Record Date”) as the record date for determining AIMA’s shareholders entitled to receive notice of, and vote at, the Shareholder Meeting and any adjournment thereof. Only holders of record on the Record Date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.
You are not being asked to vote on any proposed business combination at this time. If the Charter Amendment Proposal is approved and you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business combination when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Termination Date.
As described above, pursuant to the final prospectus of the Company filed on April 26, 2022 with the SEC in connection with its initial public offering (File No. 333 -263874 ) (“IPO Prospectus”), and the Existing Charter, a public shareholder may elect to redeem all or a portion of its public shares for cash (the “Election”) if the Charter Amendment Proposal is approved and implemented (the “Amendment Redemption”). Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and the Charter Amendment is not proceeded, the Company will be required to liquidate and dissolve its Trust Account by returning the then remaining funds in such Trust Account to the public shareholders.
The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable acquisition within the Prescribed Timeline. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST,” or abstain from voting on, the Charter Amendment Proposal at the Shareholder Meeting, if the Charter Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account
upon consummation of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Existing Charter and the limitations contained in related agreements. Each redemption of shares by our public shareholders in connection with the Charter Amendment will decrease the amount in our Trust Account.
PURSUANT TO THE IPO PROSPECTUS, THE EXISTING CHARTER AND WARRANT AGREEMENT, PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL SHALL SUBMIT THEIR NEW UNITS (SYMBOL “AIMBU”, CUSIP G0135E 142) FOR REDEMPTIONS. PUBLIC SHAREHOLDERS WHO HOLD UNITS OF THE COMPANY (SYMBOL “AIMAU”, CUSIP G0135E 100) NEED TO SEPARATE THEIR UNITS INTO NEW UNITS AND CLASS 1 WARRANTS (SYMBOL “AIMAW”, CUSIP G0135E 126) BEFORE SUBMITING YOUR REDEMPTION REQUESTS. PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL, DO NOT NEED TO SEPARATE YOUR NEW UNITS, AND MAY SUBMIT NEW UNITS FOR REDEMPTION. THE PUBLIC SHARES UNDERLYING THE NEW UNITS WILL BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND THE CLASS 2 WARRANTS UNDERLYING THE NEW UNITS WILL BE FORFEITED AND CANCELLED.
PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO VOTE OR AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE CHARTER AMENDMENT PROPOSAL IN ORDER TO REDEEM THEIR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES UNDERLYING THE NEW UNITS ON OR BEFORE THE SCHEDULED VOTE AT THE SHAREHOLDER MEETING MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS OF THE RECORD DATE, AND WHETHER THEY VOTE FOR OR AGAINST, OR ABSTAIN FROM VOTING ON, THE CHARTER AMENDMENT PROPOSAL. YOU MAY TENDER YOUR NEW UNITS BY EITHER DELIVERING YOUR NEW UNIT CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR NEW UNITS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE NEW UNITS IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE NEW UNITS FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
We estimate, based on the value of Trust Account as of the Record Date, that the per -share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.18 per share, subject to the actual value of the Trust Account at the time of the redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA to pay its taxes, divided by the total number of then outstanding public shares. There is a public market for the trading of the New Units, each of which consists of one public share and one -half of one Class 2 Warrant. There is no separate trading for public shares, and the public shareholders who wish to redeem their public shares in connection with the Charter Amendment Proposal may submit their new units for redemption. As a result, the public shares underlying the new units will be redeemed for a pro rata portion of the funds available in the Trust Account and the Class 2 Warrants will be forfeited. The closing price of the New Units as of the Record Date was $11.11. Accordingly, if the market price of the New Units were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the New Units were sold in the open market (based on the estimated per share redemption price as of the Record Date). However, you will lose the Class 2 Warrants attached to the redeemed public shares. AIMA cannot assure shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.
In consideration of the Charter Amendment Proposal, the Company’s shareholders should be aware that if the Charter Amendment Proposal is approved (and not abandoned), the Company will incur additional expenses in seeking to complete an initial business combination, in addition to the payment of extension fees.
The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, (the “Class B Ordinary Shares”, collectively with Class A Ordinary Shares, “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal at the Shareholder Meeting or the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal.
After careful consideration of all relevant factors, the Board believes that the Charter Amendment Proposal will allow the Company to have more time and flexibility to complete the Docter Business Combination and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “ FOR ” each of the proposals.
Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Shareholder Meeting. The shares you beneficially own are not separated from the Units or New Units you hold. If you hold your Units or New Units in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Shareholder Meeting. In this regard, you must provide the record holder of your Units or New Units with instructions on how to vote your shares. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Charter Amendment Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes.
TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE AMENDMENT REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR NEW UNITS TO AIMA’S TRANSFER AGENT PRIOR TO THE SCHEDULED VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR NEW UNITS BY EITHER DELIVERING YOUR CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR NEW UNITS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE NEW UNITS IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THE PUBLIC SHARES UNDERLYING THE NEW UNITS SHALL NOT BE REDEEMED AND THE NEW UNITS SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.
Enclosed is the Notice of Shareholder Meeting and accompanying proxy statement containing detailed information about the Shareholder Meeting, the Charter Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, AIMA urges you to read this material carefully and vote your shares.
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By Order of the Board of Directors of
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/s/ I-Fa Chang |
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I -Fa Chang |
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Chairman of the Board of Directors |
AIMFINITY INVESTMENT CORP. I
221 W 9
th
St, PMB 235
Wilmington, Delaware 19801
NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF AIMFINITY INVESTMENT CORP. I
TO BE HELD ON APRIL 23, 2024
To the Shareholders of Aimfinity Investment Corp. I:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Aimfinity Investment Corp. I, a Cayman Islands exempted company (“AIMA,” or the “Company”), will be held on April 23, 2024, at 11:00 a.m., Eastern Time, at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/ tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 - , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).
You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on the following proposals:
1. Proposal No. 1 — Charter Amendment Proposal — To approve by way of a special resolution that, the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”), which currently provides that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the board of directors of the Company (the “Board”) if requested by Aimfinity Investment LLC (the “Sponsor”), without the need for further approval of the Company’s shareholders, elect to extend the period to consummate a business combination (the “Combination Period”) up to nine times, each by an additional one -month extension (“Existing Monthly Extension”), for a total of up of nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto (the “Annex A”, the “Charter Amendment”, and such proposal, the “Charter Amendment Proposal”), which provides that the Company has until April 28, 2024 to complete a business combination, and may, by resolutions of the Board if requested the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month extension, for a total of up to nine months to January 28, 2025; and
2. Proposal No. 2 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal (the “Adjournment Proposal”).
If the shareholders approve the Charter Amendment Proposal, the Company will have until April 28, 2024 (the “Initial Termination Date”) to consummate an initial business combination, and, without the need for any further approval of the Company’s shareholders, at the request by the Sponsor, the Company may by resolution of our Board elect to extend the Combination Period up to nine times, each by an additional one -month extension (each a “New Monthly Extension”), for a total of up to nine months to January 28, 2025 (the “Extended Termination Date”). For each New Monthly Extension, our Sponsor or its affiliates or designees must deposit into the Company’s trust account (the “Trust Account”) the lesser of (i) $60,000 for all remaining public shares, and (ii) an amount equal to $0.035 for each remaining public share at the time of such deposit (each, a “New Monthly Extension Fee”). If there is (i) no redemption of the public shares, the New Monthly Extension Fee will be $60,000, (ii) a 50% redemption of the public shares, the New Monthly Extension Fee will be $60,000, and (iii) an 80% redemption of the public shares, the New Monthly Extension Fee will be approximately $31,261.20. The first New Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by April 28, 2024, while the subsequent New Monthly Extension Fee must be deposited into the Trust Account by the 28 th of each succeeding month until December 28, 2024.
In addition, the units offered in our initial public offering are currently traded on Nasdaq under the symbol “AIMAU”, each consisting of one new unit (currently listed on Nasdaq under the symbol “AIMBU”) (the “New Units”) and one Class 1 redeemable warrant (currently listed on Nasdaq under the symbol “AIMAW”) (the “Class 1 Warrants”). Each new unit consists of one Class A ordinary share (the “Class A Ordinary Shares” or “public shares”), and one -half of one Class 2 redeemable warrant (the “Class 2 Warrants”). However, the New Units will not separate into public shares and Class 2 Warrants, and the public shares and the Class 2 Warrants will not trade separately, unless and until consummation of our initial business combination. As provided in the prospectus of the Company filed with the SEC on April 26, 2022 (the “IPO Prospectus”) and the warrant agreement of April 25, 2022 between the Company and VStock Transfer, LLC, as amended on July 7, 2023 (collectively, the “Warrant Agreement”), the holders of New Units will forfeit their Class 2 Warrants in the event that they elect to redeem public shares. As a result, if you elect to redeem public shares in connection with the Charter Amendment Proposal, you may submit your New Units (Symbol “AIMBU”, CUSIP Number: G0135E 142) for redemption, as a result of which, your public shares underlying the redeeming New Units will be redeemed and the Class 2 Warrants underlying the redeeming New Units will be automatically forfeited and cancelled without any additional actions by you.
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated in the Business Combination Agreement, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
The purpose of the Charter Amendment Proposal is to allow the Company to have more time and flexibility to complete the Docter Business Combination. The Company’s Existing Charter currently provides that the Company has until April 28, 2024 to consummate an initial business combination (if all 9 Existing Monthly Extensions are exercised), or such later time as the shareholders of the Company may approve in accordance with the Existing Charter, to complete a business combination. In the event that the Company does not consummate the Docter Business Combination before April 28, 2024, the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our directors, liquidate and dissolve the Company, subject in each case to the Company’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
Further, the Existing Charter provides that the Company may amend the Charter by special resolution to extend the Combination Period, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval or effectiveness of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.
To afford the Company more time and flexibility, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal to extend the Combination Period. If the Charter Amendment Proposal is approved, the Company will have until the Initial Termination Date to consummate the Docter Business Combination, and may, by resolution of the Board if requested by the Sponsor, without the need for any further approval of the Company’s shareholders, extend the Combination Period up to nine times, each
by an additional New Monthly Extension to the Extended Termination Date, subject to the Sponsor or its affiliates or designees depositing additional funds into the Trust Account in accordance with terms as set out in the Charter Amendment.
The Board has fixed the close of business on March 21, 2024 (the “Record Date”) as the record date for determining AIMA’s shareholders entitled to receive notice of, and vote at, the Shareholder Meeting and any adjournment thereof. Only holders of record on the Record Date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.
As described above, pursuant to the final prospectus of the Company filed on April 26, 2022 with the SEC in connection with its initial public offering (File No. 333 -263874 ) (“IPO Prospectus”), and the Existing Charter, a public shareholder may elect to redeem all or a portion of its public shares for cash (the “Election”) if the Charter Amendment Proposal is approved and implemented (the “Amendment Redemption”). Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and the Charter Amendment is not proceeded, the Company will be required to liquidate and dissolve its Trust Account by returning the then remaining funds in such Trust Account to the public shareholders.
The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable acquisition within the Prescribed Timeline. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST,” or abstain from voting on, the Charter Amendment Proposal at the Shareholder Meeting, if the Charter Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Existing Charter and the limitations contained in related agreements. Each redemption of shares by our public shareholders in connection with the Charter Amendment will decrease the amount in our Trust Account.
PURSUANT TO THE IPO PROSPECTUS, THE EXISTING CHARTER AND WARRANT AGREEMENT, PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL SHALL SUBMIT THEIR NEW UNITS (SYMBOL “AIMBU”, CUSIP G0135E 142) FOR REDEMPTIONS. PUBLIC SHAREHOLDERS WHO HOLD UNITS OF THE COMPANY (SYMBOL “AIMAU”, CUSIP G0135E 100) NEED TO SEPARATE THEIR UNITS INTO NEW UNITS AND CLASS 1 WARRANTS (SYMBOL “AIMAW”, CUSIP G0135E 126) BEFORE SUBMITING YOUR REDEMPTION REQUESTS. PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL, DO NOT NEED TO SEPARATE YOUR NEW UNITS, AND MAY SUBMIT NEW UNITS FOR REDEMPTION. THE PUBLIC SHARES UNDERLYING THE NEW UNITS WILL BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND THE CLASS 2 WARRANTS UNDERLYING THE NEW UNITS WILL BE FORFEITED AND CANCELLED.
PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO VOTE OR AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE CHARTER AMENDMENT PROPOSAL IN ORDER TO REDEEM THEIR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES UNDERLYING THE NEW UNITS ON OR BEFORE THE SCHEDULED VOTE AT THE SHAREHOLDER MEETING MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS OF THE RECORD DATE, AND WHETHER THEY VOTE FOR OR AGAINST, OR ABSTAIN FROM VOTING ON, THE CHARTER AMENDMENT PROPOSAL. YOU MAY TENDER YOUR NEW UNITS BY EITHER DELIVERING YOUR NEW UNIT CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR NEW UNITS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU
HOLD THE NEW UNITS IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE NEW UNITS FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
We estimate, based on the value of Trust Account as of the Record Date, that the per -share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.18 per share, subject to the actual value of the Trust Account at the time of the redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA to pay its taxes, divided by the total number of then outstanding public shares. There is a public market for the trading of the New Units, each of which consists of one public share and one -half of one Class 2 Warrant. There is no separate trading for public shares, and the public shareholders who wish to redeem their public shares in connection with the Charter Amendment Proposal may submit their New Units for redemption. As a result, the public shares underlying the New Units will be redeemed for a pro rata portion of the funds available in the Trust Account and the Class 2 Warrants will be forfeited. The closing price of the New Units as of the Record Date was $11.11. Accordingly, if the market price of the New Units were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the New Units were sold in the open market (based on the estimated per share redemption price as of the Record Date). However, you will lose the Class 2 Warrants attached to the redeemed public shares. AIMA cannot assure shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.
The approval of the Charter Amendment Proposal is a condition to its implementation. In addition, AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Amendment Redemption. AIMA cannot predict the amount that will remain in the Trust Account following the Amendment Redemption if the Charter Amendment Proposal is approved and implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $44.53 million that was in the Trust Account as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to AIMA to pay its taxes.
TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE AMENDMENT REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR NEW UNITS TO AIMA’S TRANSFER AGENT PRIOR TO THE SCHEDULED VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR NEW UNITS BY EITHER DELIVERING YOUR CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR NEW UNITS ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE NEW UNITS IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THE PUBLIC SHARES UNDERLYING THE NEW UNITS SHALL NOT BE REDEEMED AND THE NEW UNITS SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.
The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either (x) there are not sufficient votes to approve the Charter Amendment Proposal at the Shareholder Meeting or (y) the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal.
Record holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 4,465,882 issued and outstanding Class A Ordinary Shares, including 3,973,882 public shares issued and outstanding, and 2,012,500 issued and outstanding Class B Ordinary Shares. Voting on all resolutions at the Shareholder Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Ordinary Share carrying one vote.
After careful consideration of all relevant factors, the Board believes that the Charter Amendment Proposal will allow the Company to have more time and flexibility to complete the Docter Business Combination and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “ FOR ” each of the proposals.
Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Shareholder Meeting. The shares you beneficially own are not separated from the Units or New Units you hold. If you hold your Units or New Units in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Shareholder Meeting. In this regard, you must provide the record holder of your Units or New Units with instructions on how to vote your shares. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Charter Amendment Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes.
Enclosed is the proxy statement containing important information about the Shareholder Meeting, the Charter Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, AIMA urges you to read this material carefully and vote your shares.
This Notice of Shareholder Meeting and the accompanying proxy statement are dated March 28, 2024 and are first being mailed to shareholders on or about that date.
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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR REDEEMING SHAREHOLDERS |
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AIMFINITY INVESTMENT CORP. I
221 W 9
th
St, PMB 235
Wilmington, Delaware 19801
PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF AIMFINITY INVESTMENT CORP. I
TO BE HELD ON APRIL 23, 2024
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement constitute forward -looking statements within the meaning of the federal securities laws. Forward -looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward -looking statements reflect the current views of Aimfinity Investment Corp. I with respect to, among other things, AIMA’s capital resources and results of operations. Statements regarding market conditions and results of operations also are forward -looking statements. In some cases, you can identify these forward -looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward -looking statements contained in this proxy statement reflect AIMA’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward -looking statement. AIMA does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward -looking statements:
• AIMA’s ability to complete a business combination;
• the market price and liquidity of the AIMA New Units; and
• the per -unit redemption price.
While forward -looking statements reflect AIMA’s good faith beliefs, they are not guarantees of future performance. AIMA disclaims any obligation to publicly update or revise any forward -looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause AIMA’s future results, performance or transactions to differ significantly from those expressed in any forward -looking statement, please see the section titled “Risk Factors” in the IPO Prospectus, and in AIMA’s annual report on Form 10 -K as filed with the SEC on April 17, 2023, and in other reports filed by AIMA with the SEC. You should not place undue reliance on any forward -looking statements, which are based only on information currently available to AIMA (or to third parties making the forward -looking statements).
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QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to AIMA shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposals to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on April 23, 2024, at 11:00 a.m., Eastern Time. The Shareholder Meeting will be held at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 - , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
Q: Why am I receiving this proxy statement?
A: This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the Shareholder Meeting, which will be held on April 23, 2024, at 11:00 a.m., Eastern Time. The Shareholder Meeting will be held at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 -, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Shareholder Meeting.
AIMA is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2021. AIMA was incorporated for the purpose of effecting merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Following the closing of the IPO and the partial exercise of the underwriters’, over -allotment option on April 28, 2022, and the respective concurrent sales of private units to our Sponsor (the “Private Units”), an aggregate amount of $82,110,000 of gross proceeds was placed in the Trust Account.
As of the Record Date, there were 4,465,882 issued and outstanding Class A Ordinary Shares, including 3,973,882 public shares issued and outstanding, and 2,012,500 issued and outstanding Class B Ordinary Shares. There is approximately $44.53 million remaining in the Trust Account as of the Record Date.
The Company’s Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) currently provide that the Company has until April 28, 2024 to consummate an initial business combination (if all 9 Existing Monthly Extensions are exercised), or such later time as the shareholders of the Company may approve in accordance with the Existing Charter, to complete a business combination. In the event that the Company does not consummate the Docter Business Combination by April 28, 2024, the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter, redeem the public shares to the holders of public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our directors, liquidate and dissolve the Company, subject in each case to the Company’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Further, the Existing Charter provides that the Company may amend the Charter by special resolution to extend the Combination Period, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval or effectiveness of any such amendment at a per -share price, payable
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in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.
To afford the Company more time and flexibility, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal, pursuant to which, once approved, the Company has until the Initial Termination Date to consummate the Docter Business Combination, and may, by resolutions of the Board if requested by the Sponsor, without the need for any further approval of the Company’s shareholders, extend the Combination Period up to nine times, each by an additional New Monthly Extension to the Extended Termination Date, by the deposit of the lesser of (i) $60,000 for all remaining public shares and (ii) an amount equal to $0.035 for each public share at the time of such deposit (each, a “Monthly Extension Fee”) by the Sponsor or its affiliates or designees into the Trust Account.
Q: When and where will the Shareholder Meeting be held?
A: The Shareholder Meeting will be held on April 23, 2024, at 11:00 a.m., Eastern Time, at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 - , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
Shareholders may attend the Shareholder Meeting in person and you are also encouraged to attend the Shareholder Meeting virtually at your convenience.
Q: How do I vote?
A: If you were a holder of record of Class A Ordinary Shares or Class B Ordinary Shares on the close of business on March 21, 2024, the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card (in the form attached as Annex B) in the postage -paid envelope provided.
If you are a holder of record on the Record Date, you may vote in person at the Shareholder Meeting or by submitting a proxy for the Shareholder Meeting. Whether or not you plan to attend the Shareholder Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card (in the form attached as Annex B) in the accompanying pre -addressed postage paid envelope. You may still attend the Shareholder Meeting and vote in person if you have already voted by proxy.
The shares you beneficially own are not separated from the Units or New Units you hold. If your Units or New Units are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Shareholder Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Shareholder Meeting unless you request and obtain a valid proxy from your broker or other agent.
Q: What are the specific proposals on which I am being asked to vote at the Shareholder Meeting?
A: AIMA shareholders are being asked to consider and vote on the following proposals:
1. Proposal No. 1 — Charter Amendment Proposal — To approve by way of a special resolution that, the Company’s Existing Charter, which currently provides that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the Board if requested by the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month Existing Monthly Extension, for a total of up of nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto, which provides that the Company has until April 28, 2024 to complete a business combination, and may, by resolutions of the Board if requested the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month extension, for a total of up to nine months to January 28, 2025; and
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2. Proposal No. 2 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
If the shareholders approve the Charter Amendment Proposal, the Company will have until the Initial Termination Date to consummate an initial business combination, and, without the need for any further approval of the Company’s shareholders, at the request by the Sponsor, the Company may by resolution of our board of directors (the “Board”) elect to extend the Combination Period up to nine times, each by an additional New Monthly Extension, for a total of up to nine months to the Extended Termination Date. For each New Monthly Extension, our Sponsor or its affiliates or designees must deposit into the Company’s Trust Account the lesser of (i) $60,000 for all remaining public shares, and (ii) an amount equal to $0.035 for each remaining public share at the time of such deposit (each, a “New Monthly Extension Fee”). If there is (i) no redemption of the public shares, the New Monthly Extension Fee will be $60,000, (ii) a 50% redemption of the public shares, the New Monthly Extension Fee will be $60,000, and (iii) an 80% redemption of the public shares, the New Monthly Extension Fee will be approximately $31,261.20. The first New Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by April 28, 2024, while the subsequent New Monthly Extension Fee must be deposited into the Trust Account by the 28 th of each succeeding month until December 28, 2024.
In addition, the units offered in our initial public offering are currently traded on Nasdaq under the symbol “AIMAU”, each consisting of one new unit (currently listed on Nasdaq under the symbol “AIMBU”) (the “New Units”) and one Class 1 redeemable warrant (currently listed on Nasdaq under the symbol “AIMAW”) (the “Class 1 Warrants”). Each new unit consists of one Class A ordinary share (the “Class A Ordinary Shares” or “public shares”), and one -half of one Class 2 redeemable warrant (the “Class 2 Warrants”). However, the New Units will not separate into public shares and Class 2 Warrants, and the public shares and the Class 2 Warrants will not trade separately, unless and until consummation of our initial business combination. As provided in the Company’s IPO Prospectus and the warrant agreement of April 25, 2022 between the Company and VStock Transfer, LLC, as amended on July 7, 2023 (collectively, the “Warrant Agreement”), the holders of New Units will forfeit their Class 2 Warrants in the event that they elect to redeem public shares. As a result, if you elect to redeem public shares in connection with the Charter Amendment Proposal, you may submit your New Units (Symbol “AIMBU”, CUSIP Number: G0135E 142) for redemption, as a result of which, your public shares underlying the redeeming New Units will be redeemed and the Class 2 Warrants underlying the redeeming New Units will be automatically forfeited and cancelled without any additional actions by you.
Neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other. For more information, please see “ Proposal No. 1 — The Charter Amendment Proposal ,” and “ Proposal No. 2 — The Adjournment Proposal .”
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated herein, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
After careful consideration, the Board has determined that the Charter Amendment Proposal and the Adjournment Proposal are in the best interests of AIMA and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.
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The existence of financial and personal interests of our directors and officer may result in conflicts of interest, including a conflict between what may be in the best interests of AIMA and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “ Proposal No. 1 — The Charter Amendment Proposal — Interests of the Sponsor and AIMA’s Officers and Directors ” and “ Beneficial Ownership of Securities ” for a further discussion of these considerations.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.
Q: Are the proposals conditioned on one another?
A: Neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other. If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal, AIMA may move to adjourn the Shareholder Meeting to such later date or dates to permit further solicitation and vote of proxies. AIMA also reserves the right to move to adjourn the Shareholder Meeting sine die in the event that the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal. In those events, at the Shareholder Meeting AIMA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal. If the Charter Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.
Q: Why is AIMA proposing the Charter Amendment Proposal?
A: The purpose of the Charter Amendment Proposal is to allow the Company to have more time and flexibility to complete the Docter Business Combination.
The Existing Charter currently provides that the Company has until April 28, 2024 to consummate an initial business combination (if all 9 Existing Monthly Extensions are exercised), or such later time as the shareholders of the Company may approve in accordance with the Existing Charter, to complete a business combination. If AIMA does not complete an initial business combination by April 28, 2024, unless further extended, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the th en -p ublic shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of AIMA’s remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to AIMA’s obligations under Cayman Islands law to provide for claims of creditors and the other requirements of applicable law.
For further details about the reasons for the Charter Amendment Proposal, see the section titled “ Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal ” of this proxy statement.
If (i) the Charter Amendment Proposal is not approved or implemented, , and (ii) a business combination is not completed on or before the Prescribed Timeline, AIMA will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and
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subject to the approval of AIMA’s remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to AIMA’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
Q: What constitutes a quorum?
A: A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, or if a corporation or other non -natural person by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The shares of the Sponsor, directors and officers of the Company, and certain former directors and officers of the Company (such certain former directors and officers of the Company are hereinafter referred as the “Initial Shareholders”, and together with the Sponsor, directors and officers of the Company, the “Insiders”), who own approximately 38.66% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. Because all of the proposals to be voted on at the Shareholder Meeting are “non -routine ” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so AIMA does not expect there to be any broker non -votes at the Shareholder Meeting. If a quorum is not present within half an hour from the time appointed for the Shareholder Meeting to commence, the Shareholder Meeting will stand adjourned to the same day in the next week at the same time and place or to such other day, time and/or place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present will constitute a quorum.
Q: What vote is required to approve the proposals presented at the Shareholder Meeting?
A: The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either (x) based upon the tabulated vote at the time of the Shareholder Meeting there are not sufficient votes to approve the Charter Amendment Proposal at the Shareholder Meeting or (y) if the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal.
Q: How will the Insiders vote?
A: On the Record Date, the Insiders owned and were entitled to vote an aggregate of 2,504,500 Ordinary Shares, representing approximately 38.66% of AIMA’s issued and outstanding Ordinary Shares, and plan to vote in favor of the Charter Amendment Proposal, and, if presented, the Adjournment Proposal.
Q: Why should I vote “FOR” the Charter Amendment Proposal?
A: The approval of the Charter Amendment Proposal is essential to the implementation of the Board’s plan to extend the deadline to complete a business combination. Our Board believes shareholders will benefit from the Company consummating a business combination and is proposing the Charter Amendment Proposal to allow us more time and flexibility to complete the Docter Business Combination.
After careful consideration of all relevant factors, the Board believes that the Charter Amendment Proposal will allow the Company to have more time and flexibility to complete the Docter Business Combination and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.
For further details about the reasons for the Charter Amendment Proposal, see the section titled “ Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal ” of this proxy statement.
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Q: Why should I vote “FOR” the Adjournment Proposal?
A: If the Adjournment Proposal is not approved by AIMA’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal.
The Company may also move to adjourn the Shareholder Meeting sine die in the event that the Board determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Charter Amendment Proposal. In that event, the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal.
If presented, the Board recommends that you vote in favor of the Adjournment Proposal.
Q: What if I do not want to vote “FOR” the Charter Amendment Proposal or the Adjournment Proposal?
A: If you do not want the Charter Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.
If you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Charter Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Charter Amendment Proposal or the Adjournment Proposal (as the case may be) is approved.
However, if you fail to return your proxy card, or if you fail to attend the Shareholder Meeting in person or by proxy or do attend the Shareholder Meeting in person or by proxy but “ABSTAIN” or otherwise fail to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Charter Amendment Proposal or the Adjournment Proposal (as the case may be) is approved and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.
If the Charter Amendment Proposal is approved, the Adjournment Proposal will not be presented for a vote.
Q: What happens if the Charter Amendment Proposal is not approved?
A: If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal, AIMA may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposal. If the Adjournment Proposal is not approved by AIMA’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Ordinary Shares at the time of the Shareholder Meeting to approve the Charter Amendment Proposal.
The Company currently has until April 28, 2024 to consummate an initial business combination (if all 9 Existing Monthly Extensions are exercised). If (i) the Charter Amendment Proposal is not approved or implemented, and (ii) a business combination is not completed on or before April 28, 2024, AIMA will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of AIMA’s remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to AIMA’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
Neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other. If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal, AIMA may move to adjourn the Shareholder Meeting to such later date or dates to permit further solicitation and
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vote of proxies. AIMA also reserves the right to move to adjourn the Shareholder Meeting sine die in the event that the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal. In those events, at the Shareholder Meeting AIMA will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal. If the Charter Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.
Q: If the Charter Amendment Proposal is approved, what happens next?
A: If the Charter Amendment Proposal is approved, the Company would have until April 28, 2024 to consummate the Docter Business Combination, and the Company may, by resolutions of the Board if requested by the Sponsor, without the need for further approval of the Company’s shareholders, extend the period of time to consummate the Docter Business Combination up to nine times, each by an additional New Monthly Extension (for a total of nine months up to January 28, 2025), subject to the Sponsor or its affiliates or designees depositing New Monthly Extension Fee into the Trust Account in accordance with terms as set out in the Charter Amendment. However, pursuant to its Existing Charter, AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Amendment Redemption.
In addition, if the Charter Amendment Proposal is approved and implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to redeemed public shares in the Amendment Redemption will reduce the amount remaining in the Trust Account and increase the percentage interest of AIMA held by the Insiders and their affiliates.
Q: Is the Company subject to the Investment Company Act of 1940?
A: The Company’s registration statement on Form S -1 in connection with its initial public offering (the “IPO”) (File No. 333 -263874 ) was declared effective by the U.S. Securities and Exchange commission on April 25, 2022 and the Company completed its IPO on April 28, 2022. Since the Company is a blank check company, the efforts of its management since the completion of its IPO have been focused on searching for a target business with which to consummate a business combination.
On January 24, 2024, the SEC adopted final rules (the “SPAC Final Rules”), relating to, among other things, the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). The SPAC Final Rules provide that whether a SPAC is an “investment company” under Section 3(a)(1)(A) of the subject to the Investment Company Act is based on particular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long -standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company. The SPAC Final Rules were published in the Federal Register on February 26, 2024, and will become effective on July 1, 2024 (125 days after publication in the Federal Register).
Since the consummation of the IPO, the Company has deposited the proceeds of the IPO, the private placement, net of certain expenses and working capital, into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 under the Investment Company Act. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company was deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the Company’s ability to complete a business combination. The Company might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor
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operating business, such as any appreciation in the value of the Company’s securities following such a transaction, the Company’s warrants would expire worthless and the Company’s public shares would have no value apart from their pro rata entitlement to the funds then -remaining in the Trust Account.
If we are deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, unless the Company is able to modify its activities so that we would not be deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate a business combination and instead liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares or investing in a successor operating business, including the potential appreciation in the value of our units, shares and warrants following such a transaction, and our warrants would expire worthless.
The Company is currently assessing the relevant risks of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). The longer that the funds in the Trust Account are held in short -term U.S. government treasury obligations or in money market funds invested exclusively in such securities, there is a greater risk that the Company may be considered an unregistered investment company, in which case the Company may be required to liquidate.
Q: If I vote for or against the Charter Amendment Proposal, can I request that my shares be redeemed?
A: Yes. Whether you vote “ FOR ” or “ AGAINST ” the Charter Amendment Proposal, or do not vote at all, you may elect to redeem your public shares, provided that the Charter Amendment Proposal is approved and implemented. Public shareholders who wish to redeem your public shares in connection with the Charter Amendment Proposal and who have not elected to separate your Units into New Units and Class 1 Warrants must separate your Units (symbol “AIMAU”, CUSIP Number: G0135E 100) into New Units (symbol “AIMBU”, CUSIP Number: G0135E 142) and class 1 Warrants (symbol “AIMAW”, CUSIP Number: G0135E 126 ) before you submit redemption requests. Public shareholders who wish to redeem their public shares and who hold New Units do not need to separate your New Units, and may submit New Units for redemption. As a result, the public shares underlying the New Units will be redeemed for a pro rata portion of the funds available in the Trust Account, and the Class 2 Warrants underlying the New Units will be forfeited and cancelled. Please see the question “ How do I exercise my redemption rights? ” below for further information on how to exercise redemption rights.
Q: Will how I vote affect my ability to exercise redemption rights?
A: You may exercise your redemption rights regardless of whether or not you vote for or against the proposals, or vote at all, and regardless of whether you are a holder of public shares on the Record Date (so long as you are a holder at the time of exercise). However, under AIMA’s Existing Charter, AIMA is only obligated to provide you with the opportunity to redeem your public shares in connection with the Charter Amendment Proposal upon the approval of such proposal and AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Amendment Redemption.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later -dated , signed proxy card to Advantage Proxy, Inc., our proxy solicitor, prior to the date of the Shareholder Meeting or by voting in person at the Shareholder Meeting. Attendance at the Shareholder Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198.
The shares you beneficially own are not separated from the Units or New Units you hold. If your Units or New Units are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker, bank or other nominee. If your Units or New Units are held in street name,
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and you wish to attend the Shareholder Meeting and vote at the Shareholder Meeting, you must bring to the Shareholder Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
The form of the proxy card is attached as Annex B.
Q: How are votes counted?
A: Voting on all resolutions at the Shareholder Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Class A Ordinary Share and Class B Ordinary Share carrying one vote.
Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “ FOR ” and “ AGAINST ” votes, “ ABSTAIN ” and broker non -votes . Shareholders who attend the Shareholder Meeting, either in person or by proxy (or, if a corporation or other non -natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting.
At the Shareholder Meeting, only those votes which are actually cast, either “ FOR ” or “ AGAINST ” the Charter Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Charter Amendment Proposal or the Adjournment Proposal (as the case may be) is approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Charter Amendment Proposal or the Adjournment Proposal.
Q: If my Units or New Units are held in “street name,” will my bank, broker or nominee automatically vote my shares for me?
A: The shares you beneficially own are not separated from the Units or New Units you hold. If your Units or New Units are held in “street name” in a stock brokerage account or by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.
Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non -routine ” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non -routine ” matters and therefore, AIMA does not expect there to be any broker non -votes at the Shareholder Meeting.
If you hold your Units or New Units in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not vote your shares on the Charter Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
Q: Does the Board recommend voting “FOR” the approval of the Charter Amendment Proposal?
A: Yes. After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal is in the best interests of AIMA and its shareholders and recommends that you vote or give instruction to vote “ FOR ” the Charter Amendment Proposal.
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Q: What interests do AIMA’s directors and officers have in the approval of the Charter Amendment Proposal?
A: Aside from their interests as shareholders, the Insiders have interests that differ from the interests of other shareholders generally. For more details, see the sections entitled “ Proposal No. 1 — The Charter Amendment Proposal — Interests of the Initial Shareholders ,” and “ Beneficial Ownership of Securities ” of this proxy statement.
Q: Do I have appraisal rights or dissenters’ rights if I object to the Charter Amendment Proposal?
A: No. There are no appraisal rights available to AIMA’s shareholders in connection with the Charter Amendment Proposal.
Q: What do I need to do now?
A: You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Charter Amendment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the bank, broker or nominee.
Q: How do I exercise my redemption rights?
A: If you are a public shareholder and wish to exercise your right to redeem your public shares, you must:
(a) separate your Units into New Units and Class 1 Warrants, if applicable;
(b) hold New Units;
(c) submit a written request to VStock, the Transfer Agent in which you request that AIMA redeem all or a portion of your public shares underlying the New Units for cash; and
(d) tender your New Units by either delivering your certificate (if any) and other redemption forms to the Transfer Agent or by delivering your New Units electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system. The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.
Holders who intend to exercise their redemption rights in connection with the Amendment Redemption must complete the procedures for electing to redeem their public shares underlying the New Units in the manner described above prior to the scheduled vote at the Shareholder Meeting in order for their shares to be redeemed.
The shares you beneficially own are not separated from the Units or New Units you hold. If you hold your New Units in “street name,” you will have to coordinate with your bank, broker or other nominee to have the shares you beneficially own certificated and delivered electronically.
In connection with the approval of the Charter Amendment Proposal, any public shareholder will be entitled to request that their public shares be redeemed for a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. As of the Record Date, this would have amounted to approximately $11.18 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to the public shareholders electing to redeem their Class A Ordinary Shares in the Amendment Redemption will be distributed promptly after the Shareholder Meeting.
Any request for Amendment Redemption, once made by a public shareholder, may be withdrawn (with the consent of the Board (which they may do in whole or in part)) at any time (the “Amendment Redemption Withdrawal Deadline”). If you deliver your shares for Amendment Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Amendment Redemption Withdrawal Deadline that
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AIMA instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Amendment Redemption Withdrawal Deadline. After this time, a request for Amendment Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Such a request must be made by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.
Any corrected or changed written exercise of redemption rights in connection with the Amendment Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Amendment Redemption and, thereafter, prior to the Amendment Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent prior to the scheduled vote at the Shareholder Meeting.
If a public shareholder properly makes a request for Amendment Redemption and the New Units are delivered as described above and the Charter Amendment Proposal is approved and implemented, then, AIMA will redeem such Class A Ordinary Shares for a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. The Class 2 Warrants attached to the redeemed public shares will be automatically forfeited and cancelled without any action by the holders.
If a public shareholder exercises his, her or its redemption rights in connection with the Amendment Redemption, then he, she or it will be exchanging his, her or its public shares for cash and will no longer own those shares and will lose the Class 2 Warrants automatically.
In addition, if the Charter Amendment Proposal is approved and implemented, and if AIMA is not able to complete an initial business combination by April 28, 2024 (or up to January 28, 2025 if extended), AIMA will be obligated to complete the redemption of all the remaining issued and outstanding public shares that were not redeemed in the Amendment Redemption as promptly as reasonably possible but not more than ten business days after April 28, 2024 (or up to January 28, 2025 if extended), at a per -share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of April 28, 2024 (or up to January 28, 2025 if extended), after taking into account the Amendment Redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the remaining issued and outstanding public shares after completion of the Amendment Redemption. As of the close of business on April 28, 2024 (or up to January 28, 2025 if extended), all remaining issued and outstanding public shares (after taking into account the Amendment Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these remaining public shares upon presentation of their respective share certificates (if any) and other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Amendment Redemption, the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished so will their rights as holders of Class 2 warrants attached to the redeemed public shares.
Q: Will I lose Class 2 Warrants if I exercise my redemption rights?
A: Although you have the right to have your Class A ordinary shares redeemed in our initial business combination or in a shareholder vote in connection with the Charter Amendment proposal, if you do so you will lose your Class 2 Warrants associated with those shares. This is different from other special purpose acquisition companies, which generally provide that holders of shares that are redeemed can keep the warrants associated with those shares.
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Q: What should I do if I receive more than one set of voting materials for the Shareholder Meeting?
A: You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
The form of the proxy card is attached as Annex B.
Q: Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting?
A: AIMA will pay the cost of soliciting proxies for the Shareholder Meeting. AIMA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Shareholder Meeting. AIMA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of New Units for their expenses in forwarding soliciting materials to beneficial owners of New Units and in obtaining voting instructions from those owners. The directors, officer and employees of AIMA may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.
Q: Who can help answer my questions?
A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card (in the form attached as Annex B) you should contact:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870
-8565
Collect: (206) 870
-8565
Email: ksmith@advantageproxy.com
You also may obtain additional information about AIMA from documents filed with the SEC by following the instructions in the section titled “ Where You Can Find More Information .” If you are a public shareholder and you intend to seek redemption of your shares, you will need to deliver your New Units (and share certificates (if any) and other redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to the scheduled vote at the Shareholder Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
VStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
Attn: Chief Executive Officer
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We are a blank check exempted company incorporated in the Cayman Islands on July 26, 2021 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.
We presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the working capital available to us following the consummation of the IPO and the Private Placement (as defined below) to fund our operations, as well as the funds loaned by the Sponsor, our officers, directors or their affiliates.
On April 28, 2022, we consummated the IPO of 8,050,000 Units, which included 1,050,000 Units issued upon the partial exercise of the underwriter’s over -allotment option. Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share, one Class A Warrant, one -half of one Class B Warrant (each, a “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $80,500,000. The Class 1 Warrant and Class 2 Warrants have similar terms, except that the Class 1 Warrants separated and began separate trading on June 16, 2022 (the 52 nd day following the effective date of the IPO). Holders have the option to continue to hold the Units or separate the Class 1 Warrants from the Units. Separation of the Class 1 Warrants from the Units will result in new units consisting of one Class A ordinary share and one -half of one Class 2 Warrant (the “New Units”). Holders will need to have their brokers contact the Company’s transfer agent in order to separate the Units into Class 1 Warrants and New Units consisting of one Class A ordinary share and one -half of one Class 2 Warrant. Additionally, the Units and the New Units will automatically separate into their component parts and will not be traded after completion of the initial business combination.
The proceeds of $82,110,000 in the aggregate from the IPO and the Private Placement, were placed in the Trust Account.
On June 14, 2022, the Company announced that holders of the Company’s Units may elect to separately the Units into Class 1 Warrants and New Units, commencing on June 16, 2022, for the Class 1 Warrants and New Units to separately trade on the Nasdaq Global Market under the symbols “AIMBW” and “AIMBU”, respectively. Any Units not separated would continue to trade under the symbol “AIMAU”.
As of the date of this proxy statement, we have not entered into any definitive agreements, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.
Under the Existing Charter, Company initially had until July 28, 2023 to complete an initial business combination. However, if the Company anticipated that it may not be able to consummate a Business Combination by July 28, 2023, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination up to April 28, 2024.
As of the Record Date, there were 4,465,882 issued and outstanding Class A Ordinary Shares, including 3,973,882 public shares issued and outstanding, and 2,012,500 issued and outstanding Class B Ordinary Shares. There is approximately $44.53 million remaining in the Trust Account as of the Record Date.
Our management has broad discretion with respect to the specific application of the net proceeds of IPO and the Private Placements, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination.
Extraordinary General Meeting and Extensions
Under our then -effective amended and restated memorandum and articles of association, we would have until July 28, 2023 (or January 28, 2024 if we extend the period of time to consummate an initial business combination) to consummate an initial business combination. On July 27, 2023, we held an extraordinary general meeting of shareholders (the “First EGM”). At the First EGM, our shareholders, by special resolution, approved the proposal
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to amend our then effective amended and restated memorandum and articles of association (the “First Charter Amendment”) to (i) allow us until July 28, 2023 to consummate an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to nine times, each by an additional one -month period, for a total of up to nine months to April 28, 2024, by depositing to our Trust Account the amount lesser of (i) $85,000 for each one -month extension or (ii) an amount equal to $0.04 for each remaining public share at the time of such deposit for each one -month extension. Under Cayman Islands law, the First Charter Amendment took effect upon approval of the proposal by the shareholders at the First EGM. On July 28, 2023, we also filed the Existing Charter with the Registrar of Companies of the Cayman Islands. Pursuant to the First Charter Amendment, we may, at the request of the Sponsor and by approval of our Board, elect to extend the period to consummate an initial business combination up to nine times, each by an additional Existing Monthly Extension, for a total of up to six months to April 28, 2024, by depositing to the Trust Account the requisite Existing Monthly Extension payment for each Existing Monthly Extension.
In connection with the votes to approve the First EGM, the public shareholders were afforded with an opportunity to redeem their public shares. As a result, 4,076,118 public shares were rendered for redemption. In connection with the redemptions, all 4,076,118 New Units submitted for redemption and the components thereof, including the public shares and the Class 2 Warrants thereof, have been cancelled.
Between July 28, 2023 to March 28, 2024, an aggregate of $765,000 have been deposited into the Trust Account for the public shareholders, resulting in nine extensions of the period of time Aimfinity has to consummate the initial business combination by nine Existing Monthly Extensions from July 28, 2023 to April 28, 2024.
In connection with the nine Existing Monthly Extensions, we issued nine unsecured promissory notes (each “Existing Extension Note”), each of $85,000 to I -Fa Chang, as sole member and manager the Sponsor, to evidence the payments made for the nine Existing Monthly Extensions.
Each of the Existing Extension Notes is of the same terms. Each Existing Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the our initial business combination or (ii) the date of expiry of the term of Aimfinity (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 our obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against us; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Existing Extension Note may be accelerated.
The payee of the Existing Extension Notes, Mr. Chang, has the right, but not the obligation, to convert the Existing Extension Notes, in whole or in part, respectively, into Private Units, that are identical to the Private Units issued by the Company in the Private Placement consummated simultaneously with the Aimfinity’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the initial business combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
The issuance of the Existing Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The Docter Business Combination
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated in the Business Combination Agreement, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
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Since 2016, Docter, along with its subsidiary, Horn Enterprise Co., Ltd., has been developing a non -invasive blood sugar trend monitoring technology, alleviating the necessity for blood sampling. The Company operates Docter brand watches and employs Docter Cloud platform technologies to facilitate health monitoring, vascular elasticity tracking, and myocardial infarction prediction. Additionally, Docter has made investments in the development of biological radar wave technology to cater to those requiring long -term care or individuals experiencing sub -optimal health. In addition, Docter has recently announced that it has signed a Memorandum of Understanding (MOU) with Harvard Medical School for the purchase of 10,000 Docter watches. These watches will be utilized in a Harvard Medical School Long Covid research project, highlighting the growth potential of the Docter’s technology in advanced medical research.
Enforceability of Civil Liability
Our Chief Executive Officer, who is also our Chairman and director, and one of our independent directors, are located in Taiwan. All our remaining directors and officers are based in the United States. Our Sponsor is a limited liability company incorporated in the Cayman Islands. Further, there is uncertainty if any officers and directors of the post -combination entity will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws.
The recognition and enforcement of foreign judgments are provided for under the Taiwan Civil Procedures Law. Taiwan courts may recognize and enforce foreign judgments in accordance with the requirements of the Taiwan Civil Procedures Law based either on treaties between Taiwan and the country where the judgment is made or on principles of reciprocity between jurisdictions. Taiwan does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the Taiwan Civil Procedures Law, the Taiwan courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of Taiwan laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a Taiwan court would enforce a judgment rendered by a court in the United States.
There is also uncertainty as to whether courts of the Cayman Islands would (i) recognize or enforce judgement of courts of the United States against us, our Sponsor or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in each respective jurisdiction against us, our Sponsor or our directors and officers predicated upon the securities laws of the United States or any state in the United States. There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States. The courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not be in respect of taxes or a fine or penalty, (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under civil liability provisions of the securities law of the United States if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Potential Application of Investment Company Act
On January 24, 2024, the SEC adopted final rules (the “SPAC Final Rules”), relating to, among the other things, the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). The SPAC Final Rules provide that whether a SPAC is an “investment company” under Section 3(a)(1)(A) of the subject to the Investment Company Act is based on particular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long -standing factors to consider in determination of a SPAC’s status under the
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Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company. The SPAC Final Rules were published in the Federal Register on February 26, 2024, and will become effective on July 1, 2024 (125 days after publication in the Federal Register).
Since the consummation of the IPO, the Company has deposited the proceeds of the IPO, the private placement, net of certain expenses and working capital, into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 under the Investment Company Act. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company was deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the Company’s ability to complete a business combination. The Company might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Company’s securities following such a transaction, the Company’s warrants would expire worthless and the Company’s public shares would have no value apart from their pro rata entitlement to the funds then -remaining in the Trust Account.
If we are deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, unless the Company is able to modify its activities so that we would not be deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate a business combination and instead liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares or investing in a successor operating business, including the potential appreciation in the value of our units, shares and warrants following such a transaction, and our warrants would expire worthless.
The Company is currently assessing the relevant risks of being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). The longer that the funds in the Trust Account are held in short -term U.S. government treasury obligations or in money market funds invested exclusively in such securities, there is a greater risk that the Company may be considered an unregistered investment company, in which case the Company may be required to liquidate.
U.S. Foreign Investment Regulations
Investments that involve the acquisition of, or investment in, a U.S. business by a non -U .S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the CFIUS. In addition, certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.
CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) that might be considered by CFIUS to be a covered transaction that CFIUS would have authority to review.
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The scope of CFIUS was expanded by FIRRMA to include certain non -passive , non -controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business.
If non -U .S. investors assume “control” over the Company, and our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing, determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we only have up to until April 28, 2024 (if the Extension Amendment Proposal is not approved) or up to January 28, 2025 (if the Extension Amendment Proposal is approved and all New Monthly Extensions are exercised), our failure to obtain any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate. If we liquidate, our public shareholders may only receive $11.18 per ordinary share (as of Record Date), and our rights will expire worthless. Our public shareholders may also lose the potential investment opportunity in a target company and the opportunity of realizing future gains on such investments through any price appreciation in the combined company.
Our CEO and Chairman, I -Fa Chang, and one of our independent directors, Teng -Wei Chen, are Taiwanese citizens and residents. Our Sponsor, currently holding 1,692,500 Class B Ordinary Shares, or 26.13% of all our outstanding ordinary shares, is managed by Mr. Chang, as the manager and a member of the Sponsor. In addition to Mr. Chang (as a member holding approximately 91.138% of membership interest in the Sponsor), Mr. Chun -Cheng Hsu, as a member holding approximately 2.954% of membership interest in the Sponsor, is also a Taiwanese citizen and resident, while our CFO and Director, Mr. Xuedong (Tony) Tian, as a member holding approximately 5.908% of membership interest in the Sponsor, is a U.S. citizen. Therefore, our Sponsor may be deemed a foreign person as such terms are defined in 31 C.F.R. Part 800.
We are currently in the process of completing the Docter Business Combination. Docter carried out its businesses and operations primarily in Taiwan. As a result, we do not expect the Docter Business Combination to result in “control” of a “U.S. business” by a “foreign person.” under the CFIUS. Additionally, we do not expect the business of the combined company to be deemed to have a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” under the regulations administered by CFIUS. If, however, we decide not to proceed with the Docter Business Combination, or the proposed business combination is terminated or abandoned and we have to pursue an alternative business combination, or if we inadvertently concluded about CFIUS or other regulatory review on the Docter Business Combination, the significant ties to non -U .S. persons will impact us in numerous aspects as mentioned above.
Extraordinary General Meeting of Shareholders
This proxy statement is being provided to AIMA shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of AIMA shareholders to be held on April 23, 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
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This proxy statement is being first mailed on or about April 2, 2024 to all shareholders of record of AIMA as of the close of business on March 21, 2024, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.
Date, Time and Place of Shareholder Meeting
The Shareholder Meeting will be held on April 23, 2024, at 11:00 a.m., Eastern Time, at the 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.), and virtually via teleconference, for which you must register in advance at: https://robinsoncole.zoom.us/meeting/register/tJEvfuquqjwpEtOX2syFjTGVfnQ2Ida -fE1 - , or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.
The Proposals at the Shareholder Meeting
At the Shareholder Meeting, AIMA shareholders will consider and vote on the following proposals:
1. Proposal No. 1 — Charter Amendment Proposal — To approve by way of a special resolution that, the Company’s Existing Charter, which currently provides that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the Board if requested by the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month Existing Monthly Extension, for a total of up of nine months to April 28, 2024, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto, which provides that the Company has until April 28, 2024 to complete a business combination, and may, by resolutions of the Board if requested the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional one -month extension, for a total of up to nine months to January 28, 2025; and
2. Proposal No. 2 — Adjournment Proposal — To approve by way of an ordinary resolution to adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
If the shareholders approve the Charter Amendment Proposal, the Company will have until the Initial Termination Date to consummate an initial business combination, and, without the need for any further approval of the Company’s shareholders, at the request by the Sponsor, the Company may by resolution of our Board elect to extend the Combination Period up to nine times, each by an additional New Monthly Extension, for a total of up to nine months to the Extended Termination Date. For each New Monthly Extension, our Sponsor or its affiliates or designees must deposit into the Company’s Trust Account the lesser of (i) $60,000 for all remaining public shares, and (ii) an amount equal to $0.035 for each remaining public share at the time of such deposit (each, a “New Monthly Extension Fee”). If there is (i) no redemption of the public shares, the New Monthly Extension Fee will be $60,000, (ii) a 50% redemption of the public shares, the New Monthly Extension Fee will be $60,000, and (iii) an 80% redemption of the public shares, the New Monthly Extension Fee will be approximately $31,261.20. The first New Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by April 28, 2024, while the subsequent New Monthly Extension Fee must be deposited into the Trust Account by the 28 th of each succeeding month until December 28, 2024.
In addition, the units offered in our initial public offering are currently traded on Nasdaq under the symbol “AIMAU”, each consisting of one New Units and one Class 1 Warrants. Each New Unit consists of one Class A Ordinary Shares, and one -half of one Class 2 Warrants. However, the New Units will not separate into public shares and Class 2 Warrants, and the public shares and the Class 2 Warrants will not trade separately, unless and until consummation of our initial business combination. As provided in the Company’s IPO Prospectus and the Warrant Agreement, the holders of New Units will forfeit their Class 2 Warrants in the event that they elect to redeem public shares. As a result, if you elect to redeem public shares in connection with the Charter Amendment Proposal, you may submit your New Units (Symbol “AIMBU”, CUSIP Number: G0135E 142) for redemption, as a
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result of which, your public shares underlying the redeeming New Units will be redeemed and the Class 2 Warrants underlying the redeeming New Units will be automatically forfeited and cancelled without any additional actions by you.
Neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Charter Amendment Proposal is approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated herein, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
Voting Power; Record Date
As a shareholder of AIMA, you have a right to vote on certain matters affecting AIMA. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on March 21, 2024, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Class A Ordinary Share and Class B Ordinary Share that you owned as of the close of business on the Record Date. The shares you beneficially own are not separated from the Units or New Units you hold. If your Units or New Units are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted.
As of the Record Date, there were 4,465,882 issued and outstanding Class A Ordinary Shares, including 3,973,882 public shares issued and outstanding, and 2,012,500 issued and outstanding Class B Ordinary Shares.
Recommendation of the Board
THE BOARD RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, or if a corporation or other non -natural person by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Insiders, who own approximately 38.66% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum.
Abstentions and Broker Non-Votes
Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will not count as votes cast at the Shareholder Meeting and will have no effect on the outcome of the vote on the Charter Amendment Proposal or the Adjournment Proposal.
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Under Nasdaq rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their bank, broker or other nominee how to vote their shares on a proposal, the bank, broker or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non -routine ” matters. This can result in a “broker non -vote ,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders, (ii) there are one or more “non -routine ” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non -routine ” matter.
We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non -routine matters. The shares you beneficially own are not separated from the Units or New Units you hold. As a result, if you hold your Units or New Units in street name, your bank, brokerage firm or other nominee cannot vote the shares you beneficially own on any of the proposals to be voted on at the Shareholder Meeting without your instruction.
Because all of the proposals to be voted on at the Shareholder Meeting are “non -routine ” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non -votes at the Shareholder Meeting.
Vote Required for Approval
The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.
Proxies; Board Solicitation
Your proxy is being solicited by the Board on the proposals being presented to shareholders at the Shareholder Meeting to approve the proposals. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Shareholder Meeting.
No Additional Matters
The Shareholder Meeting has been called only to consider and vote on the approval of the Charter Amendment Proposal, and, if presented, the Adjournment Proposal. The Board does not know of any other matters to be presented at the Shareholder Meeting. If any additional matters are properly presented at the Shareholder Meeting, absence any express instructions to the contrary, the individual(s) named in the enclosed proxy card (in the form attached as Annex B) will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
Who Can Answer Your Questions about Voting
If you are an AIMA shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call or write to Advantage Proxy, Inc., our proxy solicitor, at P.O. Box 13581, Des Moines, WA 98198, telephone number: (877) 870 -8565 , email: ksmith@advantageproxy.com.
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Redemption Rights
In connection with the approval of the Charter Amendment Proposal, AIMA’s public shareholders may demand that AIMA redeem their public shares underlying the New Units at a per -unit price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares (which, for illustrative purposes, was approximately $11.18 per share as of March 21, 2024, the Record Date for the Shareholder Meeting), regardless of whether they vote for or against, or whether they abstain from voting on, the Charter Amendment Proposal. If a holder properly seeks redemption as described in this section and the Charter Amendment Proposal is approved and implemented, AIMA will redeem these shares at a per - share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, and the holder will no longer own these shares following the redemption. However, AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Amendment Redemption.
As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i) separate your Units into New Units and Class 1 Warrants, if applicable;
(ii) hold New Units;
(iii) submit a written request to VStock, the Transfer Agent, in which you request that AIMA redeem all or a portion of your public shares underlying the New Units for cash; and
(iv) tender your New Units by either delivering your certificate (if any) and other redemption forms to the Transfer Agent or by delivering your New Units electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.
Holders who intend to exercise their redemption rights in connection with the Amendment Redemption must complete the procedures for electing to redeem their public shares underlying the New Units in the manner described above prior to the scheduled vote at the shareholder meeting in order for their shares to be redeemed.
The shares you beneficially own are not separated from the Units or New Units you hold. If you hold your Units or New Units in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of AIMA that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Amendment Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any request for Amendment Redemption, once made by a public shareholder, may be withdrawn (with the consent of the Board (which they may do in whole or in part)) at any time up to 5:00 p.m., Eastern Time, on April 22, 2024 If you deliver your shares for Amendment Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Amendment Redemption Withdrawal Deadline that AIMA instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Amendment Redemption Withdrawal Deadline. After this time, a request for Amendment Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption rights in connection with the Amendment Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Amendment Redemption and, thereafter, prior to the Amendment Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to the scheduled vote at the Shareholder Meeting.
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If a public shareholder properly makes a request for Amendment Redemption and the New Units are delivered as described above and the Charter Amendment Proposal is approved and implemented, then, AIMA will redeem such Class A Ordinary Shares at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. Prior to exercising redemption rights, shareholders should verify the market price of New Units as they may receive higher proceeds from the sale of their New Units in the public market than from exercising their redemption rights if the market price per unit is higher than the redemption price. AIMA cannot assure its shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is higher than the redemption price stated above, as there may not be sufficient liquidity in its shares when its shareholders wish to sell their shares.
If a public shareholder exercises their redemption rights in connection with the Amendment Redemption, then he, she or it will be exchanging his, her or its public shares underlying the New Units for cash, forfeiting the Class 2 Warrants underlying the New Units and will no longer own those New Units. The public shares underlying the New Units will be redeemed and the Class 2 Warrants underlying the New Units will be automatically forfeited and cancelled without any additional actions by you. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (if any) and other redemption forms (either physically or electronically) to the Transfer Agent as described above and the Charter Amendment Proposal is approved and implemented.
In addition, if the Charter Amendment Proposal is approved and implemented, and if AIMA is not able to complete an initial business combination by April 28, 2024 (or up to January 28, 2025 if extended), AIMA will be obligated to complete the redemption of all the remaining issued and outstanding public shares that were not redeemed in the Amendment Redemption as promptly as reasonably possible but not more than ten business days after April 28, 2024 (or up to January 28, 2025 if extended), at a per -share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of April 28, 2024 (or up to January 28, 2025 if extended), after taking into account the Amendment Redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the remaining issued and outstanding public shares after completion of the Amendment Redemption. As of the close of business on April 28, 2024 (or up to January 28, 2025 if extended), all remaining issued and outstanding public shares (after taking into account the Amendment Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these remaining public shares upon presentation of their respective share certificates (if any) and other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Amendment Redemption, the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished so will their rights as holders of Class 2 warrants attached to the redeemed public shares.
For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “ Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights .” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non -U .S. income and other tax laws in light of your particular circumstances.
Appraisal Rights
There are no appraisal rights available to AIMA’s shareholders in connection with the Charter Amendment Proposal.
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Proxy Solicitation Costs
AIMA is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. AIMA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Shareholder Meeting. AIMA and its directors, officer and employees may also solicit proxies in person. AIMA will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
AIMA will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. AIMA will reimburse brokerage firms and other custodians for their reasonable out -of -pocket expenses for forwarding this proxy statement and the related proxy materials to AIMA shareholders. Directors, officer and employees of AIMA who solicit proxies will not be paid any additional compensation for soliciting.
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PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL
Overview
AIMA is proposing to amend its Existing Charter to extend the date by which AIMA has to consummate a business combination to April 28, 2024 to complete a business combination, and may, by resolutions of the board of directors of the Company if requested the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the period to consummate a business combination up to nine times, each by an additional one -month extension, for a total of up to nine months to January 28, 2025.
On the Record Date, the redemption price per share was approximately $11.18 (which is expected to be the same approximate amount prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $44.53 million as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to AIMA to pay its taxes, divided by the total number of then outstanding public shares. There is a public market for the trading of the New Units, each of which consists of one public share and one -half of one Class 2 Warrant. There is no separate trading for public shares, and the public shareholders who wish to redeem their public shares in connection with the Charter Amendment Proposal may submit their new units for redemption. As a result, the public shares underlying the new units will be redeemed for a pro rata portion of the funds available in the Trust Account and the Class 2 Warrants will be forfeited. The closing price of the New Units on Nasdaq on the Record Date was $11.11. Accordingly, if the market price of the New Units were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the shares were sold in the open market (based on the estimated per share redemption price as of the Record Date). However, you will lose the Class 2 Warrants attached to the redeemed public shares. AIMA cannot assure shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.
Reasons for the Charter Amendment Proposal
AIMA is a blank check company incorporated as a Cayman Islands exempted company on July 26, 2021. AIMA was incorporated for the purpose of effecting merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. After the closing of the IPO in April 2022, and consistent with AIMA’s business purpose, the Board and AIMA’s management commenced an active search for potential business combination targets, leveraging AIMA’s and the Sponsor’s network of relationships and intimate knowledge of the private company marketplace.
As previously disclosed in a Current Report Form 8 -K on October 16, 2023, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) on October 13, 2023, by and between the Company, Docter Inc., a Delaware corporation (the “Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company and wholly -owned subsidiary of the Company (“PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation and wholly -owned subsidiary of PubCo (“Merger Sub”), pursuant to which (a) the Company merge with and into PubCo (the “Reincorporation Merger”), with PubCo surviving the Reincorporation Merger, and (b) Merger Sub will merge with and into Docter (the “Acquisition Merger”), with Docter surviving the Acquisition Merger as a direct wholly owned subsidiary of PubCo (collectively, the Reincorporation Merger, Acquisition Merger and all other transactions contemplated in the Business Combination Agreement, the “Docter Business Combination”). Following consummation of the Business Combination (the “Closing”), PubCo will become a publicly traded company.
PURSUANT TO THE IPO PROSPECTUS, THE EXISTING CHARTER AND WARRANT AGREEMENT, PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL SHALL SUBMIT THEIR NEW UNITS (SYMBOL “AIMBU”, CUSIP G0135E 142) FOR REDEMPTIONS. PUBLIC SHAREHOLDERS WHO HOLD UNITS OF THE COMPANY (SYMBOL “AIMAU”, CUSIP G0135E 100) NEED TO SEPARATE THEIR UNITS INTO NEW UNITS AND CLASS 1 WARRANTS (SYMBOL “AIMAW”, CUSIP G0135E 126) BEFORE SUBMITING YOUR REDEMPTION REQUESTS. PUBLIC SHAREHOLDERS WHO WISH TO REDEEM YOUR PUBLIC SHARES IN CONNECTION WITH THE CHARTER AMENDMENT PROPOSAL, DO NOT NEED TO SEPARATE YOUR NEW UNITS, AND MAY SUBMIT NEW UNITS FOR REDEMPTION. THE PUBLIC SHARES
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UNDERLYING THE NEW UNITS WILL BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND THE CLASS 2 WARRANTS UNDERLYING THE NEW UNITS WILL BE FORFEITED AND CANCELLED.
The Existing Charter provide that the Company has until July 28, 2023 to complete a business combination, and may, by resolutions of the Board if requested by the Sponsor, without the need for further approval of the Company’s shareholders, elect to extend the Combination Period up to nine times, each by an additional Existing Monthly Extension, for a total of up to nine months to April 28, 2024. In the event that the Company does not consummate the Docter Business Combination by July 28, 2023 (or up to April 28, 2024, if extended), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter to redeem the public shares to the holders of public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining public shareholders and our directors, liquidate and dissolve the Company, subject in each case to the Company’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Further, the Existing Charter provides that the Company may amend the Charter by special resolution to extend Combination Period, provided that the holders of the public shares are provided with the opportunity to redeem their public shares upon the approval or effectiveness of any such amendment at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.
To afford the Company more time and flexibility to complete the Docter Business Combination, the Board has determined that it is in the best interests of the Company’s shareholders to approve the Charter Amendment Proposal, pursuant to which, once approved, the Company will have until April 28, 2024 to consummate the Docter Business Combination, and the Company may, by resolutions of the Board if requested by the Sponsor, without the need for any further approval of the Company’s shareholders, extend the Combination Period up to nine times, each by an additional one month until January 28, 2025, by the deposit of the lesser of (i) $60,000 for all remaining public shares and (ii) an amount equal to $0.035 for each public share at the time of such deposit, on or prior to the date of the deadline (each, a “New Monthly Extension Fee”) by the Sponsor or its affiliates or designees into the Trust Account.
After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal and the Adjournment Proposal are in the best interests of AIMA and its shareholders and recommends that you vote or give instruction to vote “ FOR ” each of the proposals.
If the Charter Amendment Proposal Is Not Approved
If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal, AIMA may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Charter Amendment Proposal. If the Adjournment Proposal is not approved by AIMA’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes from the holders of Ordinary Shares at the time of the Shareholder Meeting to approve the Charter Amendment Proposal.
If (i) the Charter Amendment Proposal is not approved or implemented, and (ii) a business combination is not completed on or before April 28, 2024, AIMA will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
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reasonably possible following such redemption and subject to the approval of AIMA’s remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to AIMA’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
In addition, neither of the Charter Amendment Proposal and the Adjournment Proposal is cross -conditioned on the approval of each other.
If the Charter Amendment Proposal Is Approved
If the Charter Amendment Proposal is approved, the Company will have until April 28, 2024 to consummate the Docter Business Combination, and the Company may, by resolutions of the Board if requested by the Sponsor, without the need for any further approval of the Company’s shareholders, extend the Combination Period up to nine times, each by an additional one month (up to a total of nine months to January 28, 2025), subject to the Sponsor or its affiliates or designee depositing additional funds into the Trust Account in accordance with terms as set out in the Charter Amendment. However, pursuant to its Existing Charter, AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets upon its implementation of the Charter Amendment Proposal, after taking into account the Amendment Redemption.
Pursuant to the Existing Charter, a public shareholder may request that the Company redeem all or a portion of its public shares for cash if the Charter Amendment Proposal is approved and implemented (the “Amendment Redemption”). Public s hareholders may elect to redeem all or a portion of their public shares even if they vote FOR the Charter Amendment Proposal. On the Record Date, the redemption price per share was approximately $11.18 (which is expected to be the same approximate amount prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $44.53 million as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to AIMA to pay its taxes, divided by the total number of then outstanding New Units. There is a public market for the trading of the New Units, each of which consists of one public share and one -half of one Class 2 Warrant. There is no separate trading for public shares, and the public shareholders who wish to redeem their public shares in connection with the Charter Amendment Proposal may submit their new units for redemption. As a result, the public shares underlying the new units will be redeemed for a pro rata portion of the funds available in the Trust Account and the Class 2 Warrants will be forfeited. The closing price of the New Units on Nasdaq on the Record Date was $11.11. Accordingly, if the market price of the New Units were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.07 more per share than if the shares were sold in the open market (based on the estimated per share redemption price as of the Record Date). However, you will lose the Class 2 Warrants attached to the redeemed public shares. AIMA cannot assure shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.
In addition, if the Charter Amendment Proposal is approved and implemented, and if AIMA is not able to complete an initial business combination by April 28, 2024 (or up to January 28, 2025 if extended), AIMA will be obligated to complete the redemption of all the remaining issued and outstanding public shares that were not redeemed in the Amendment Redemption as promptly as reasonably possible but not more than ten business days after April 28, 2024 (or up to January 28, 2025 if extended), at a per -share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of April 28, 2024 (or up to January 28, 2025 if extended), after taking into account the Amendment Redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the remaining issued and outstanding public shares after completion of the Amendment Redemption. As of the close of business on April 28, 2024 (or up to January 28, 2025 if extended), all remaining issued and outstanding public shares (after taking into account the Amendment Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these remaining public shares upon presentation of their respective share certificates (if any) and other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Amendment Redemption, the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished so will their rights as holders of Class 2 warrants attached to the redeemed public shares.
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In addition, if the Charter Amendment Proposal is approved and implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to redeemed public shares in the Amendment Redemption will reduce the amount remaining in the Trust Account and increase the percentage interest of the Insiders and their affiliates.
To effectuate each New Monthly Extension, the Sponsor or its affiliates or designees will deposit the New Monthly Extension Fee in the amount of the lesser of (i) $60,000 for all remaining public shares and (ii) an amount equal to $0.035 for each remaining public share at the time of such deposit in the Trust Account. If there is (i) no redemption of the public shares, the New Monthly Extension Fee will be $60,000, (ii) a 50% redemption of the public shares, the New Monthly Extension Fee will be $60,000, and (iii) an 80% redemption of the public shares, the New Monthly Extension Fee will be approximately $31,261.20. The first New Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by April 28, 2024, while the subsequent New Monthly Extension Fee must be deposited into the Trust Account by 28 th day of each succeeding month until December 28, 2024.
Interests of the Insiders of the Company
When you consider the recommendation of the Board, AIMA shareholders should be aware that aside from their interests as shareholders, the Insiders of the Company have interests that differ from the interests of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to AIMA shareholders that they approve the Charter Amendment Proposal. AIMA shareholders should take the following interests into account when deciding whether to approve the Charter Amendment Proposal:
• Without the approval of the Charter Amendment Proposal, the Sponsor may only be able to recover its investment in AIMA by way of (i) AIMA’s redemption of these public shares upon the exercise of its redemption rights in connection with a shareholder vote on a proposed business combination, (ii) AIMA’s redemption of these public shares upon the approval of any other amendment to any provision of the Charter relating to the rights of holders of Class A Ordinary Shares, or (iii) liquidation of the Trust Account if AIMA has not completed an initial business combination by April 28, 2024;
• the fact that the Insiders, which include the Sponsor, directors and officers of the Company and certain former directors and officers of the Company, have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a business combination or the Charter Amendment Proposal.
• the beneficial ownership by the Sponsor of an aggregate of the 1,692,500 Class B ordinary Shares held (the “Founder Shares”), which would become worthless if the Company does not complete a business combination within the Prescribed Timeline, as the Sponsor has agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any Founder Shares in connection with a shareholder vote to approve a proposed initial business combination. The personal and financial interests of the Sponsor may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. The Sponsor paid an aggregate of approximately $25,000 for the Founders Shares
• the fact that the Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares held by them;
• the fact that in order to meet the Company’s working capital needs following the consummation of the IPO, the Sponsor, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes (in addition to the extension loans and convertible notes thereunder, if any) may be converted upon consummation of the Company’s business combination into private units at a price of $10.00 per unit. If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Company’s shareholders have approved the issuance of the units and underlying
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securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of its initial Business Combination. If the Company does not complete a Business Combination, the loans will not be repaid.
• the fact that Insiders will only be reimbursed for any loans extended, fees due or out -of -pocket expenses either (i) prior to the consummation of an initial business combination through funds held outside of the Trust Account or (ii) in connection with or after the consummation of an initial business combination. As of December 31, 2023, AIMA had cash of $4989.43 remaining outside of the Trust Account. Certain fees and expenses incurred by Insiders may continue to increase if the Charter Amendment Proposal is not approved and implemented;
• the fact that the Insiders may be incentivized to complete a business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the Insiders would lose their entire investment. As a result, the Insiders may have a conflict of interest in determining whether a target is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of an initial business combination; and
• the fact that, if the Trust Account is liquidated in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify AIMA to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser amount on the liquidation date, by the claims of prospective target businesses with which AIMA has entered into an acquisition agreement or claims of any third party for services rendered or products sold to AIMA, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.
Redemption Rights
In connection with the approval of the Charter Amendment Proposal, AIMA’s public shareholders may demand that AIMA redeem their public shares underlying the New Units at a per - share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares (which, for illustrative purposes, was approximately $11.18 per share as of March 21, 2024, the Record Date for the Shareholder Meeting), regardless of whether they vote for or against, or whether they abstain from voting on, the Charter Amendment Proposal. If a holder properly seeks redemption as described in this section and the Charter Amendment Proposal is approved and implemented, AIMA will redeem these shares at a per - share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, and the holder will no longer own these shares following the redemption. However, AIMA will not implement the Charter Amendment Proposal if AIMA will not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment Proposal, after taking into account the Amendment Redemption.
As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:
(i) separate your Units into New Units and Class 1 Warrants, if applicable;
(ii) hold New Units;
(iii) submit a written request to VStock, the Transfer Agent, in which you request that AIMA redeem all or a portion of your public shares underlying the New Units for cash; and
(iv) tender your New Units by either delivering your certificate (if any) and other redemption forms to the Transfer Agent or by delivering your New Units electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.
Holders who intend to exercise their redemption rights in connection with the Amendment Redemption must complete the procedures for electing to redeem their public shares underlying the New Units in the manner described above prior to the scheduled vote at the Shareholder Meeting.
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The shares you beneficially own are not separated from the Units or New Units you hold. If you hold your Units or New Units in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. New Units of AIMA that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Amendment Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.
Any request for Amendment Redemption, once made by a public shareholder, may be withdrawn (with the consent of the Board (which they may do in whole or in part)) at any time up to 5:00 p.m., Eastern Time, on April 22, 2024. If you deliver your New Units for Amendment Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Amendment Redemption Withdrawal Deadline that AIMA instruct the Transfer Agent to return the New Units (physically or electronically). We will be required to honor such request only if made prior to the Amendment Redemption Withdrawal Deadline. After this time, a request for Amendment Redemption may not be withdrawn unless the Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).
Any corrected or changed written exercise of redemption rights in connection with the Amendment Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Amendment Redemption and, thereafter, prior to the Amendment Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to the scheduled vote at the Shareholder Meeting.
If a public shareholder properly makes a request for Amendment Redemption and the New Units are delivered as described above and the Charter Amendment Proposal is approved and implemented, then, AIMA will redeem such Class A Ordinary Shares at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. Prior to exercising redemption rights, shareholders should verify the market price of New Units as they may receive higher proceeds from the sale of their New Units in the public market than from exercising their redemption rights if the market price per unit is higher than the redemption price. AIMA cannot assure its shareholders that they will be able to sell their New Units in the open market, even if the market price per unit is higher than the redemption price stated above, as there may not be sufficient liquidity in its shares when its shareholders wish to sell their shares.
If a public shareholder exercises their redemption rights in connection with the Amendment Redemption, then he, she or it will be exchanging his, her or its public shares underlying the New Units for cash, forfeiting the Class 2 Warrants underlying the New Units and will no longer own those New Units. The public shares underlying the New Units will be redeemed and the Class 2 Warrants underlying the New Units will be automatically forfeited and cancelled without any additional actions by you. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (if any) and other redemption forms (either physically or electronically) to the Transfer Agent as described above and the Charter Amendment Proposal is approved and implemented.
In addition, if the Charter Amendment Proposal is approved and implemented, and if AIMA is not able to complete an initial business combination by April 28, 2024 (or up to January 28, 2025 if extended), AIMA will be obligated to complete the redemption of all the remaining issued and outstanding public shares that were not redeemed in the Amendment Redemption as promptly as reasonably possible but not more than ten business days after April 28, 2024 (or up to January 28, 2025 if extended), at a per -share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of April 28, 2024 (or up to January 28, 2025 if extended), after taking into account the Amendment Redemption, including interest earned on the funds held in the Trust Account and not previously released to AIMA (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the remaining issued and outstanding public shares after completion of the Amendment Redemption. As of the close of business on April 28, 2024 (or up to January 28, 2025 if extended), all remaining issued and outstanding public shares (after taking into account the Amendment Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these remaining public shares upon presentation of their respective share certificates (if any) and
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other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Amendment Redemption, the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished so will their rights as holders of Class 2 warrants attached to the redeemed public shares.
For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “ Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights .” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non -U .S. income and other tax laws in light of your particular circumstances.
Vote Required for Approval
The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two -thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person, or represented by proxy, and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Charter Amendment Proposal.
The Board has unanimously approved the Charter Amendment Proposal.
In addition, the Board was mindful of and took into account the conflicts, as described in “ Interests of the Insiders of the Company ”, between their respective personal pecuniary interests in successfully completing a business combination and the interests of public shareholders. The Board determined that their respective personal pecuniary interests, in the form of the contingent and hypothetical value of Company shares if a business combination is ultimately completed, was substantially less than the additional time, effort and potential liability they might incur if they failed to discharge their fiduciary duties to the Company’s shareholders to the best of their ability, which they, as Company shareholders as well, share.
After careful consideration of all relevant factors, the Board determined that the Charter Amendment Proposal is fair to, and in the best interests of, the Company and its shareholders, and has declared them advisable.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER
AMENDMENT PROPOSAL.
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PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will request the chairman of the Shareholder Meeting (who has agreed to act accordingly) to adjourn the Shareholder Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Shareholder Meeting to approve the other proposal in this proxy statement. If the Adjournment Proposal is not approved by our shareholders, the chairman of the meeting will not exercise his ability to adjourn the Shareholder Meeting to a later date (which he would otherwise have under the Charter) in the event, based on the tabulated votes, there are not sufficient votes at the time of the Shareholder Meeting to approve the other proposal.
Consequences if the Adjournment Proposal Is Not Approved
If the Adjournment Proposal is not approved by AIMA’s shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated votes, there are insufficient votes from the holders of Ordinary Shares to approve the Charter Amendment Proposal. In such event, the Charter Amendment Proposal would not be implemented.
Vote Required for Approval
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE
ADJOURNMENT PROPOSAL.
When you consider the recommendation of our Board, you should keep in mind that the Insiders have interests that may be different from, or in addition to, your interests as a stockholder. For more details, see “ Proposal No. 1 — The Charter Amendment Proposal — Interests of the Insiders of the Company .”
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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS F OR REDEEMING S HAREHOLDERS
The following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non -U .S. Holders (each as defined below, and together, “Holders”) that have their public shares redeemed for cash, either pursuant to an exercise of redemption rights in connection with the Charter Amendment Proposal or in connection with the Company’s liquidation in the event the Charter Amendment Proposal is approved, and the expiration of public warrants in such event. This section applies only to Holders that hold their Units, New Units, public shares or public warrants as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying public share and public warrant components of the unit, and the discussion below with respect to actual Holders of public shares and public warrants also should apply to holders of Units or New Units (as the deemed owners of the underlying public shares and public warrants).
This discussion is limited to U.S. federal income tax considerations and does not address any estate or gift or other U.S. non -income tax considerations or considerations arising under the tax laws of any U.S. state or local or non -U .S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:
• our founders, sponsors, officers or directors or other holders of our Class B ordinary shares or private placement warrants or their affiliates;
• banks, financial institutions or financial services entities;
• broker -dealers ;
• taxpayers that are subject to the mark -to -market accounting rules with respect to the public shares or public warrants;
• tax -exempt entities;
• governments or agencies or instrumentalities thereof;
• insurance companies;
• regulated investment companies or real estate investment trusts;
• partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass -through entities (including S Corporations), or persons that hold the public shares or public warrants through such partnerships or pass -through entities;
• U.S. expatriates or former long -term residents of the United States;
• persons that actually or constructively own five percent or more (by vote or value) of AIMA’s shares (except as specifically provided below);
• persons that acquired their public shares or public warrants pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
• persons that hold their public shares or public warrants as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;
• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; or
• “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.
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If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds public shares or public warrants, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any public shares or public warrants and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Charter Amendment Proposal.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.
The Company has not sought, and does not intend to seek, any rulings from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE REDEMPTION OF PUBLIC SHARES AND EXPIRATION OF PUBLIC WARRANTS AS A RESULT OF THE CHARTER AMENDMENT PROPOSAL. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE REDEMPTION OF PUBLIC SHARES AND EXPIRATION OF PUBLIC WARRANTS AS A RESULT OF THE CHARTER AMENDMENT PROPOSAL, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON -U .S. TAX LAWS.
U.S. Holders
As used herein, a “U.S. Holder” is a beneficial owner of a public share or public warrant who or that is, for U.S. federal income tax purposes:
• an individual who is a citizen or resident of the United States;
• a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;
• an estate whose income is subject to U.S. federal income tax regardless of its source; or
• a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person
Redemption of Public Shares
Redemption of Public Shares Pursuant to An Exercise of Redemption Rights
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” the redemption of a U.S. Holder’s public shares pursuant to an exercise of redemption rights described in this proxy statement is likely to be treated as a distribution of cash to such U.S. Holder in connection with the complete liquidation of the Company for U.S. federal income tax purposes. However, it is possible that such redemption could be treated as a separate redemption transaction not in connection with the complete liquidation of the Company for U.S. federal income tax purposes.
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If the redemption of a U.S. Holder’s public shares pursuant to an exercise of redemption rights described in this proxy statement is treated as a distribution to such U.S. Holder in complete liquidation of the Company, such distribution will be treated as a payment received in exchange for such public shares under Section 331 of the Code and taxable to the U.S. Holder as described below under the section entitled “— Redemption of Public Shares in Connection with the Company’s Liquidation ” and “— Taxation of Redemption of Public Shares as a Sale of Public Shares .”
If a redemption of a U.S. Holder’s public shares pursuant to an exercise of redemption rights described in this proxy statement is not treated as a distribution to such holder in complete liquidation of the Company (a “non -liquidating redemption”), the U.S. federal income tax consequences to a U.S. Holder of public shares will instead depend on whether the non -liquidating redemption qualifies as a sale of public shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the non -liquidating redemption qualifies as a sale of public shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Sale of Public Shares .” If the non -liquidating redemption does not qualify as a sale of public shares, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Corporate Distribution .”
Whether a non -liquidating redemption of public shares qualifies for sale treatment under Section 302 of the Code will depend largely on the total number of shares in the Company treated as held by the redeemed U.S. Holder before and after the non -liquidating redemption (including any shares of the Company treated as constructively owned by the U.S. Holder as a result of owning public warrants) relative to all of the shares of the Company outstanding both before and after the non -liquidating redemption. A non -liquidating redemption of public shares generally will be treated as a sale of public shares (rather than as a corporate distribution) if the non -liquidating redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete redemption” of the U.S. Holder’s interest in the Company or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests result in a non -liquidating redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares in the Company actually owned by the U.S. Holder, but also shares in the Company that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares that the U.S. Holder has a right to acquire by exercise of an option, which would generally include public shares which could be acquired pursuant to the exercise of public warrants.
In order to meet the substantially disproportionate test, the percentage of the Company’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the non -liquidating redemption of public shares must, among other requirements, be less than eighty percent (80%) of the percentage of the Company’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the non -liquidating redemption and less than 50 percent of the total combined voting power of the Company. There will be a complete redemption of a U.S. Holder’s interest if either (1) all of the public shares actually and constructively owned by the U.S. Holder are redeemed or (2) all of the public shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other public shares (including any shares constructively owned by the U.S. Holder as a result of owning public warrants). The non -liquidating redemption of public shares will not be essentially equivalent to a dividend if the non -liquidating redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether the non -liquidating redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in the Company will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation where such shareholder exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests is satisfied, then a non -liquidating redemption of public shares will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Corporate Distribution .”
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After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares in the Company or, if it has none, to the U.S. Holder’s adjusted tax basis in its public warrants or possibly in other shares in the Company constructively owned by it.
Whether a non -liquidating redemption satisfies one or more of the foregoing tests will generally depend upon a U.S. Holder’s particular circumstances. This determination may, in appropriate circumstances, take into account other acquisitions or dispositions of the Company’s securities that occur as part of a plan that includes such redemption, including dispositions of the Company’s securities that occur in connection with its liquidation.
U.S. Holders who actually or constructively own at least five percent (5%) by vote or value (or, if the public shares are not then considered to be publicly traded, at least one percent (1%) by vote or value) or more of the total outstanding Company shares may be subject to special reporting requirements with respect to a non -liquidating redemption of public shares, and such holders should consult with their tax advisors with respect to their reporting requirements.
Redemption of Public Shares in Connection with the Company’s Liquidation
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” a U.S. Holder’s receipt of cash for its public shares in connection with the Company’s liquidation is expected to be treated as a distribution to such holder in complete liquidation of the Company for U.S. federal income tax purposes, with such distribution treated as a payment received in exchange for such public shares under Section 331 of the Code. The consequences of such a redemption to a U.S. Holder are generally as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Sale of Public Shares .” U.S. Holders should consult with their tax advisors regarding any special reporting requirements that may be applicable.
Taxation of Redemption of Public Shares Treated as a Corporate Distribution
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” if the redemption of a U.S. Holder’s public shares is treated as a corporate distribution, as discussed above under the section entitled “— Redemption of Public Shares ,” the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If the redemption is treated as a corporate distribution treated as dividend, such dividends paid to a redeeming U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non -corporate redeeming U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long -term capital gains. It is unclear whether the redemption rights with respect to the public shares may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.
Distributions in excess of the Company’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its public shares. Any remaining excess will be treated as gain realized on the sale of public shares and will be treated as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Sale of Public Shares .”
Taxation of Redemption of Public Shares Treated as a Sale of Public Shares
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” if the redemption of a U.S. Holder’s public shares is treated as a sale, as discussed above under the section entitled “— Redemption of Public Shares ,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the public shares redeemed. Any such capital gain or loss generally will be long -term capital gain or loss
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if the U.S. Holder’s holding period for the public shares so disposed of exceeds one year. Long -term capital gains recognized by non -corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
U.S. Holders who hold different blocks of public shares (including as a result of holding different blocks of public shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS DESCRIBED IN THIS PROXY STATEMENT OR IN CONNECTION WITH OUR LIQUIDATION, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.
Passive Foreign Investment Company Rules
A foreign (i.e., non -U .S.) corporation will be a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the public shares by value, is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the public shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.
Because AIMA is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, AIMA believes that it likely was a PFIC for its most recent taxable year ended on December 31, 2022, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).
For a U.S. Holder whose public shares are redeemed (a “Redeeming U.S. Holder”), if we are determined to be a PFIC and the Redeeming U.S. Holder did not make either a timely QEF election with respect to its public shares for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) public shares or a timely “mark to market” election, in each case as described below, such Holder generally will be subject to special rules with respect to:
• any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its public shares (which would include the redemption, if such redemption is treated as a sale under the rules discussed above); and
• any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the public shares during such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above.
Under these special rules,
• the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the public shares;
• the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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• the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and
• an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S. Holder in respect of the tax attributable to each such other taxable year described in the immediately preceding clause of the Redeeming U.S. Holder.
In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long -term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
The QEF election is made on a shareholder -by -shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
A Redeeming U.S. Holder’s ability to make a QEF Election with respect to AIMA is contingent upon, among other things, the provision by AIMA of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. There is no assurance, however, that we would timely provide such required information.
If a Redeeming U.S. Holder has made a QEF election with respect to our public shares, and the special tax and interest charge rules do not apply to such public shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such public shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our public shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata public shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s public shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning public shares in a QEF.
A determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held public shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our public shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such public shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such public shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our public shares, the PFIC rules discussed above will continue to apply to such public shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such public shares attributable to the pre -QEF election period.
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The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark -to -market election”). No assurance can be given that the public shares are considered to be regularly traded for purposes of the mark -to -market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its public shares at the end of its taxable year over the adjusted basis in its public shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its public shares over the fair market value of its public shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark -to -market election). The Redeeming U.S. Holder’s basis in its public shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the public shares will be treated as ordinary income. However, if the mark -to -market election is made by a Redeeming U.S. Holder after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain dispositions of, distributions on and other amounts taxable with respect to the public shares.
A Redeeming U.S. Holder that owns (or is deemed to own) public shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or market -to -market election is made) and such other information as may be required by the U.S. Treasury Department.
THE APPLICATION OF THE PFIC RULES IS EXTREMELY COMPLEX. U.S. HOLDERS WHO ARE CONSIDERING PARTICIPATING IN THE REDEMPTION AND / OR SELLING, TRANSFERRING OR OTHERWISE DISPOSING OF THEIR PUBLIC SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE PFIC RULES (INCLUDING WHETHER A QEF ELECTION, A MARK -TO -MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION) IN THEIR PARTICULAR CIRCUMSTANCES.
Expiration of Class 2 Warrant
If the Charter Amendment Proposal is approved, the Class 2 Warrants attached to redeemed public shares, which do not become exercisable unless the Company completes an initial business combination, will expire worthless. In such case, a U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired Class 2 Warrants. The deductibility of capital losses is subject to limitations.
Non-U .S. Holders
As used herein, a “Non -U .S. Holder” is a beneficial owner of a Public Share or public warrant who is not a U.S. Holder.
Redemption of Public Shares
Redemption of Public Shares Pursuant to An Exercise of Redemption Rights
A Non -U .S. Holder of public shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its public shares generally will be treated in the same manner as a U.S. Holder for U.S. federal income tax purposes, as described above under “U.S . Holders — Redemption of Public Shares — Redemption of Public Shares Pursuant to An Exercise of Redemption Rights .” However, notwithstanding such characterization, any Non -U .S. Holder who exercises its redemption rights generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption of all or a portion of its public shares unless the gain or dividends is effectively connected with such Non -U .S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non -U .S. shareholder).
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Redemption of Public Shares in Connection with the Company’s Liquidation
A Non -U .S. Holder’s receipt of cash for its public shares in connection with the Company’s liquidation is expected to be treated as a distribution to such holder in complete liquidation of the Company for U.S. federal income tax purposes, with such distribution treated as a payment received in exchange for such public shares under Section 331 of the Code. The consequences of such distribution to a Non -U .S. Holder are generally as described below under the section entitled “— Taxation of Redemption of Public Shares Treated as a Sale of Public Shares .” Notwithstanding such characterization, any Non -U .S. Holder who exercises its redemption rights generally will not be subject to U.S. federal income tax on any gain recognized as a result of the redemption of its public shares unless the gain is effectively connected with such Non -U .S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non -U .S. shareholder).
Expiration of Class 2 Warrant
If the Charter Amendment Proposal is approved, the Class 2 Warrants attached to the redeemed public shares, which do not become exercisable unless AIMA completes an initial business combination, will expire worthless. In such case, a Non -U .S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired Class 2 Warrants. Non -U .S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on the expiration of their Class 2 Warrants.
Foreign Account Tax Compliance Act
Section 1471 through 1474 of the Code and the Treasury regulations and administrative guidance promulgated thereunder (commonly referred to as “FATCA”) generally impose withholding at a rate of thirty percent (30%) on payments of dividends (including constructive dividends) on public shares to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non -U .S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W -8 BEN-E ). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non -U .S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non -U .S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent (30%) withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S. -source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S. -source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. However, there can be no assurance that final Treasury Regulations will provide the same exceptions from FATCA withholding as the proposed Treasury Regulations.
Non -U .S. Holders should consult their tax advisors regarding the effects of FATCA on their redemption of public shares.
ALL NON -U .S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS DESCRIBED IN THIS PROXY STATEMENT OR IN CONNECTION WITH OUR LIQUIDATION, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.
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Information Reporting and Backup Withholding
In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non -corporate U.S. Holder that:
• fails to provide an accurate taxpayer identification number;
• is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or
• in certain circumstances, fails to comply with applicable certification requirements.
A Non -U .S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non -U .S. status, under penalties of perjury, on a duly executed applicable IRS Form W -8 or by otherwise establishing an exemption.
Any amount withheld under these rules will be creditable against the U.S. Holder’s or Non -U .S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.
AS PREVIOUSLY NOTED ABOVE, THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY SHAREHOLDER. THE COMPANY ONCE AGAIN URGES YOU TO CONSULT WITH YOUR OWN TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS) OF THE CHARTER AMENDMENT PROPOSAL.
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BUSINESS OF AIMA AND CERTAIN INFORMATION ABOUT AIMA
General
We are a blank check company incorporated as an exempted company in the Cayman Islands on July 26, 2021. AIMA was incorporated for the purpose of effecting merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
IPO and Private Placement
On April 28, 2022, we consummated the IPO of 8,050,000 Units, which included 1,050,000 Units issued upon the partial exercise of the underwriter’s over -allotment option. Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share, one Class A Warrant, one -half of one Class B Warrant (each, a “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $80,500,000. The Class 1 Warrant and Class 2 Warrants have similar terms, except that the Class 1 Warrants separated and began separate trading on June 16, 2022 (the 52 nd day following the effective date of the IPO). Holders have the option to continue to hold the Units or separate the Class 1 Warrants from the Units. Separation of the Class 1 Warrants from the Units will result in new units consisting of one Class A ordinary share and one -half of one Class 2 Warrant (the “New Units”). Holders will need to have their brokers contact the Company’s transfer agent in order to separate the Units into Class 1 Warrants and New Units consisting of one Class A ordinary share and one -half of one Class 2 Warrant. Additionally, the Units and the New Units will automatically separate into their component parts and will not be traded after completion of the initial business combination.
On April 28, 2022, simultaneously with the consummation of the IPO, we completed Private Placement of 492,000 Private Units to the Sponsor, at a purchase price of $10.00 per Private Unit, generating gross proceeds to us of $4,920,000.
The proceeds of $82,110,000 ($10.20 per Unit) in the aggregate from the IPO and the Private Placement, were placed in the Trust Account established for the benefit of our public shareholders and the underwriter of the IPO with U.S. Bank acting as trustee.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of AIMA’s Ordinary Shares as of the date of this proxy statement with respect to the beneficial ownership of shares of AIMA’s Ordinary Shares, by:
• each person known by AIMA to be the beneficial owner of more than 5% of AIMA’s outstanding Class A Ordinary Shares or Class B Ordinary Shares;
• each of AIMA’s executive officers and directors that beneficially owns shares of AIMA’s Ordinary Shares; and
• all AIMA’s executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
In the table below, percentage ownership is based on 10,554,500 Ordinary Shares, consisting of (i) 8,542,000 Class A Ordinary Shares, (ii) 2,012,500 Class B Ordinary Shares, issued and outstanding as of the date of this proxy statement, and (iii) the record of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date of this proxy statement. On all matters to be voted upon, except for the election or removal of directors of the Board prior to the initial business combination, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one -for -one basis.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The table below does not include the Class A Ordinary Shares underlying the Private Placement Warrants held by our Sponsor because these securities are not exercisable within 60 days of the date hereof.