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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): November
4, 2025 (October 30, 2025)
AIMFINITY INVESTMENT CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41361 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
221 W 9th St, PMB 235
Wilmington, Delaware 19801
(Address of principal executive offices)
(425) 365-2933
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on
which registered |
| Units, consisting of one New Unit and one Class 1 redeemable warrant, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMUF |
|
OTC Market Group, Inc. |
| New Units, consisting of one Class A ordinary share and one-half of one Class 2 redeemable warrant, each full exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMTF |
|
OTC Market Group, Inc. |
| Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMWF |
|
OTC Market Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
As disclosed previously on the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on October 16, 2023, on October 13, 2023, Aimfinity Investment Corp. I, a Cayman
Islands exempted company (the “Company” or “AIMA”) entered into that certain Merger Agreement, with Docter Inc.,
a Delaware corporation (“Docter”), Aimfinity Investment Merger Sub I, a Cayman Islands exempted company (the “Purchaser”
or “PubCo”), and Aimfinity Investment Merger Sub II, Inc., a Delaware corporation (the “Merger Sub”), pursuant
to which AIMA will complete a business combination (the “Business Combination”) with Docter that involves a reincorporation
merger and an acquisition merger.
On October 27, 2025, the Company held an extraordinary general meeting
(the “Extension EGM”), where the shareholders of the Company approved an amendment (the “Extension Amendment”)
to the Company’s fourth amended and restated memorandum and articles of associations (the “Charter”) to allow the Company
until October 28, 2025 to consummate an initial business combination and may elect to extend the period to consummate an initial business
combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to nine
months to July 28, 2026, by depositing into the Company’s trust account (the “Trust Account”) $500 for each one-month
extension. Following the Extension EGM, the Company elected to extend the period so that it mut consummate an initial business combination by November
28, 2025 and deposited $500 into the trust account.
On October 30, 2025, the Company was informed by the transfer agent of
the Company, Vstock Transfer LLC, that 572,989 Class A ordinary shares of the Company were tendered for redemption (including any redemptions
previously submitted in connection with the Business Combination before the Company’s extraordinary general meeting (the “Business
Combination EGM”) taken place on March 27, 2025 and withdrawn and resubmitted in connection with the Extension EGM). The 572,989
Class A ordinary shares tendered for redemptions are being processed for cancellation and for payment by the transfer agent and trust
agent of the Company.
In addition, 503,472 Class A ordinary shares remain subject for redemptions
upon the closing of the Business Combination, based on previous redemption requests tendered in connection with the Business Combination
EGM.
IMPORTANT NOTICES
As disclosed previously on the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on October 16, 2023, on October 13, 2023, AIMA entered into that certain Merger
Agreement, with Docter, Aimfinity Investment Merger Sub I (the “Purchaser” or “PubCo”), and Aimfinity Investment
Merger Sub II, Inc. (the “Merger Sub”), pursuant to which AIMA will complete a business combination (the “Business
Combination”) with Docter that involves a reincorporation merger and an acquisition merger.
This Current Report on Form 8-K contains certain “forward-looking
statements” within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements
about the proposed transactions described above, and the parties’ perspectives and expectations, are forward-looking statements.
Such statements include, but are not limited to, statements regarding the proposed transactions, including the anticipated initial enterprise
value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance
of the combined company, and the expected timing of the proposed transactions. The words “expect,” “believe,”
“estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions
about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially
from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks
related to the expected timing and likelihood of completion of the proposed business combination, including the risk that the transaction
may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not
being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks
related to the ability of AIMA and Docter to successfully integrate the businesses; (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material
adverse change with respect to the financial position, performance, operations or prospects of Docter or AIMA; (v) risks related to disruption
of management time from ongoing business operations due to the proposed transaction; (vi) the risk that any announcements relating to
the proposed transaction could have adverse effects on the market price of AIMA’s securities; (vii) the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of Docter to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on their operating results and businesses generally; (viii) risks relating to the
health monitoring device industry, including but not limited to governmental regulatory and enforcement changes, market competitions,
competitive product and pricing activity; and (ix) risks relating to the combined company’s ability to enhance its products and
services, execute its business strategy, expand its customer base and maintain stable relationship with its business partners. A further
list and description of risks and uncertainties can be found in the prospectus filed with the SEC on April 26, 2022 relating to AIMA’s
initial public offering (File No. 333-263874), the annual report of AIMA on Form 10-K for the fiscal year ended on December 31, 2024,
filed with the SEC on April 15, 2025 (the “Annual Report”), and in the final prospectus/proxy statement filed with the SEC
on March 6, 2025 relating to the proposed transactions (File No. 333-284658) (the “Final Prospectus”), and other documents
that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and AIMA, Docter and their subsidiaries or affiliates undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the proposed transactions described herein, Purchaser
filed the Final Prospectus with the SEC on March 6, 2025 and AIMA held an extraordinary general meeting on March 27, 2025 where the Business
Combination was approved by holders of a requisite number of ordinary shares of AIMA. Shareholders will also be able to obtain a copy
of the Final Prospectus without charge from AIMA. The Final Prospectus may also be obtained without charge at the SEC’s website
at www.sec.gov. INVESTORS AND SECURITY HOLDERS OF AIMA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTIONS THAT AIMA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AIMA, THE COMPANY AND THE PROPOSED TRANSACTIONS.
Participants in Solicitation
AIMA, Docter, and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of AIMA’s
shareholders in connection with the proposed transactions described herein. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of AIMA’s shareholders in connection with the proposed business combination is set forth
in the Final Prospectus.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of AIMA or Docter, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
In connection with the proposed transactions described herein, Purchaser
filed the Final Prospectus with the SEC on March 6, 2025. The proxy statement and a proxy card will be mailed to shareholders as of a
record date to be established for voting at the shareholders’ meeting of AIMA shareholders relating to the proposed transactions.
Shareholders will also be able to obtain a copy of the Final Prospectus without charge from AIMA. The Final Prospectus may also be obtained
without charge at the SEC’s website at www.sec.gov. INVESTORS AND SECURITY HOLDERS OF AIMA ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTIONS THAT AIMA WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AIMA, THE COMPANY AND THE PROPOSED TRANSACTIONS.
Participants in Solicitation
AIMA, Docter, and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of AIMA’s
shareholders in connection with the proposed transactions described herein. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of AIMA’s shareholders in connection with the proposed business combination is set forth
in the Final Prospectus.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of AIMA or Docter, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Aimfinity Investment Corp. I |
| |
|
| Date: November 4, 2025 |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Chief Executive Officer |
