M&A - Aimfinity Investment Corp. I

Form Type: 425

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025030084

Filing Summary: On April 9, 2025, Aimfinity Investment Corp. I filed a Current Report on Form 8-K to update the status of its merger agreement with Docter Inc. AIMA previously disclosed in a report filed on October 16, 2023, that it entered into a Merger Agreement on October 13, 2023, involving a reincorporation merger and an acquisition merger with Docter. This report highlights the agreement to convert outstanding loans under the Working Capital Notes and Extension Notes into shares of PubCo ordinary shares at a conversion price of $10.00 per share. On April 8, 2025, an exchange agreement was executed, converting $1,472,471.40 under the Extension Notes and $27,528.60 under the Working Capital Notes into 150,000 Private Units. The Company and other parties also entered into separate exchange agreements for the conversion of loans owed by Docter or its subsidiary into PubCo shares. Forward-looking statements regarding the anticipated impact and success of the merger are included, stressing potential risks and the uncertainty of completion.

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Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025030080

Filing Summary: Aimfinity Investment Corp. I (AIMA) filed a Form 8-K to report updates related to its previously disclosed Agreement and Plan of Merger with Docter Inc., which involves a reincorporation merger and an acquisition merger. The completion of the business combination is part of a transaction financing strategy. Notably, the filing outlines the conversion of Working Capital Notes and Extension Notes associated with AIMA. On April 8, 2025, AIMA, along with its subsidiaries and Mr. I-Fa Chang, entered an exchange agreement to convert a substantial amount of these notes into private placement units of the company. Furthermore, agreements were made to convert outstanding loans owed to Docter into PubCo ordinary shares at a defined conversion price, enhancing the company's financing and operational capabilities. The filing highlights potential risks and uncertainties surrounding the completion of the proposed merger and invites shareholders to review important disclosures in related documents.

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Form Type: 425

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000101376225004087

Filing Summary: On March 27, 2025, shareholders of Aimfinity Investment Corp. I (AIMA) approved the business combination with Docter Inc., a Taiwanese health technology company, with 93.8% of votes in favor. To extend the deadline for completing the merger from March 28, 2025, to April 28, 2025, a payment of $55,823.80 was made into AIMA's trust account. This business combination is part of AIMA's strategy as a SPAC to merge with high-growth potential businesses. AIMA had previously entered into a Merger Agreement with Docter, which includes details about the merger structure. This press release emphasizes the significance of the proposed transaction and advises shareholders to review related materials that will contain important information regarding the merger and its implications.

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Form Type: 425

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004090

Filing Summary: On March 28, 2025, Aimfinity Investment Corp. I announced the issuance of an unsecured promissory note to extend the deadline for its initial business combination, allowing for an extension from March 28 to April 28, 2025. This extension is part of the terms approved by shareholders in an extraordinary general meeting on March 27, 2025, where multiple proposals related to a business combination with Docter Inc. were reaffirmed, including a reincorporation merger. The shareholders voted in favor of merging Aimfinity with a wholly owned subsidiary, PubCo, and acquiring Docter Inc., which will become a subsidiary of PubCo. The results of the votes showed substantial support for these measures, with over 85% of shares represented. A press release regarding these developments was also issued on the same day.

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Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000101376225004073

Filing Summary: On March 28, 2025, Aimfinity Investment Corp. I issued an unsecured promissory note of $55,823.8 to I-Fa Chang to facilitate the monthly extension of its deadline to consummate its initial business combination with Docter Inc. This extension allows the company to push the deadline to April 28, 2025. Prior to this, an extraordinary general meeting held on March 27, 2025, resulted in shareholder approval for several key proposals related to a proposed business combination with Docter, including a reincorporation merger with a subsidiary. The voting results showed broad support for the merger with 2,890,128 votes in favor of key resolutions. The finalized business combination is aligned with previously filed documentation, emphasizing the merging process and acquisition premises.

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Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025021932

Filing Summary: On March 10, 2025, Aimfinity Investment Corp. I (AIMA) provided updates regarding its business combination with Docter Inc. This update follows a previous announcement on October 16, 2023, when AIMA entered into a Merger Agreement with Docter. The business combination includes both a reincorporation merger and an acquisition merger. AIMA issued press releases in both Chinese and English outlining the developments of the merger. Forward-looking statements regarding the transaction include anticipated enterprise values, integration plans, and growth expectations. AIMA acknowledges the risks associated with the merger, such as integration challenges and regulatory approvals. The company encourages shareholders to review related documents that will provide detailed information about the transaction.

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Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025021929

Filing Summary: On March 10, 2025, Aimfinity Investment Corp. I issued press releases in both Chinese and English to provide updates regarding its ongoing business combination with Docter Inc., a Delaware corporation. This follows a previous announcement made in the Form 8-K filed on October 16, 2023, confirming that AIMA entered into a Merger Agreement for a reincorporation merger and an acquisition merger with Docter. The document emphasizes the importance of the forward-looking statements made concerning the transaction's anticipated outcomes, including potential risks related to regulatory approvals, integration of the businesses, and other uncertainties that may affect the completion and success of the merger.

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Form Type: 425

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025020950

Filing Summary: On January 9, 2025, Aimfinity Investment Corp. I held an extraordinary general meeting where shareholders approved amendments to the company's charter, allowing them to extend the timeframe for consummating an initial business combination until up to January 28, 2025, with options for nine additional one-month extensions. Subsequently, on February 28, 2025, the company issued an unsecured promissory note of $55,823.8 to a member of the company as part of a New Monthly Extension Payment, which extends the deadline until March 28, 2025. The Note allows for conversion into Private Units of the company. The current report also includes a press release dated March 6, 2025, announcing the New Extension. The earlier report on October 16, 2023, described an ongoing merger agreement involving Aimfinity and Docter, indicating that these planned transactions may influence the business combination timeline.

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Form Type: DEFM14A

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025021001

Filing Summary: Aimfinity Investment Corp. I, a Cayman Islands business company, is proposing a Business Combination with Docter Inc., a Delaware corporation, through a two-step merger process detailed in the Agreement and Plan of Merger dated October 13, 2023. The first step involves a Reincorporation Merger between Aimfinity and its wholly owned subsidiary, Aimfinity Investment Merger Sub I, making the latter the surviving entity called 'PubCo', which will be publicly traded under the name 'Inkwater Holding Inc.' Following this, a second phase termed the Acquisition Merger will see Aimfinity Investment Merger Sub II, Inc. merge with Docter, establishing Docter as a wholly owned subsidiary of PubCo. The total consideration for this merger is $60 million, payable in 6 million newly issued PubCo ordinary shares valued at $10 per share at the closing. Shareholders will vote on several key proposals at the Extraordinary General Meeting scheduled for March 27, 2025, including the Reincorporation Merger Proposal and the Acquisition Merger Proposal. Additionally, stockholders may receive up to 2.5 million earnout shares contingent on meeting certain sales thresholds by PubCo in the upcoming fiscal years, thus linking their stakes to business performance post-merger. The document outlines potential dilution scenarios and the financial implications for existing shareholders depending on redemption rates of their AIMA Public Shares prior to the merger closing.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011510

Filing Summary: On February 10, 2025, Aimfinity Investment Corp. I (AIMA) issued press releases in Chinese and English providing updates regarding its business combination with Docter Inc. This transaction involves both a reincorporation merger and an acquisition merger as disclosed in a prior report on October 16, 2023. The filings include forward-looking statements about the anticipated enterprise value, integration plans, and potential risks associated with the completion of the transaction. There is a caution regarding the potential for circumstances that may lead to the termination of transaction agreements or adverse changes in the financial outlook for AIMA or Docter. Investors are urged to read the forthcoming materials related to the transactions for vital information.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011508

Filing Summary: On February 10, 2025, Aimfinity Investment Corp. I ("AIMA") provided updates regarding its business combination with Docter Inc., as previously disclosed. The company entered into a Merger Agreement on October 13, 2023, which involves a reincorporation merger and an acquisition merger. Two press releases in Chinese and English were issued that detail these updates. The document also discusses potential risks related to the merger, including regulatory approvals, integration of businesses, and impacts on financial performance and market presence. Key details about the filing process, participant solicitation for a shareholder vote, and warnings regarding forward-looking statements are also covered. The F-4 registration statement is mentioned, which was filed in connection with the transaction on January 31, 2025, with shareholders encouraged to review the provided information carefully.

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Form Type: 425

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000121390025009253

Filing Summary: On February 3, 2025, Aimfinity Investment Corp. I filed a current report indicating that it had entered into an amendment (Amendment No. 2) to the original merger agreement with Docter Inc. This amendment mainly modifies the earnout arrangements stipulated in the merger agreement. Under the revised terms, 2,500,000 additional class ordinary shares (Earnout Shares) will be issued to Docter stockholders based on performance criteria involving sales of devices. Specifically, 1,000,000 Earnout Shares will be distributed if PubCo achieves sales of at least 30,000 devices in fiscal year 2025, and 1,500,000 Earnout Shares will be allocated to stockholders if sales reach 40,000 devices in fiscal year 2026. This follows previous amendments made in June 2024 regarding the board composition of PubCo post-merger. The filing reaffirms the merger's progression and highlights the structure of the earnouts linked to performance metrics. A complete copy of Amendment No. 2 is attached as Exhibit 2.1 in the filing.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000121390025009250

Filing Summary: Aimfinity Investment Corp. I (AIMA) filed a Current Report on Form 8-K on February 3, 2025, detailing an update regarding its ongoing business combination with Docter Inc. Previously, on October 13, 2023, AIMA entered into a Merger Agreement that involves a reincorporation merger and an acquisition merger. AIMA filed an amendment (Amendment No. 2) to this agreement on January 29, 2025, to modify the earnout arrangements. The update states that 2,500,000 additional Purchaser Ordinary Shares will be issued contingent upon sales milestones of Devices in fiscal years 2025 and 2026. Furthermore, a copy of Amendment No. 2 is included as Exhibit 2.1 to the report. The filing also addresses risks associated with the merger and the ongoing solicitation of proxies from AIMA shareholders.

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