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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):
October 27, 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 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On October 27, 2025, Aimfinity Investment Corp. I, a Cayman Islands
exempted company (the “Company” or “AIMA”), held an extraordinary general meeting (the “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.
In addition, the shareholders, by special resolutions, also approved
an amendment (the “NTA Amendment”) to the Charter to remove the requirement that the Company may not consummate a business
combination or redeem public shares of the Company that would cause the Company to have net tangible assets of less than $5,000,001.
On October 27, 2025, the Company issued an unsecured promissory note
of $500 (the “Note”) to I-Fa Chang, a member and manager of Aimfinity Investment LLC, the sponsor of the company (the
“Sponsor”), as the Sponsor’s designee, to evidence the payments made for $500 (the “New Monthly
Extension Payment”) to be deposited into the Trust Account for the public shareholders, which enables the Company to extend
the period of time it has to consummate its initial business combination by one month from October 28, 2025 to November 28, 2025 (the
“New Extension”). The New Extension is the first of the up to nine Monthly Extensions permitted under the Extension
Amendment.
Pursuant to the Note, and a certain exchange agreement, dated April
8, 2025, by and among the Company, Mr. Chang and certain other parties to the Merger Agreement, upon the closing of the Business Combination
(as defined below) by and between the Company and Docter Inc., a Delaware corporation, the balance of the Note, unless repaid in part
or in full, will automatically be exchanged for such number of PubCo (as defined below) ordinary shares at a conversion price of $10.00
per share. The Note was issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”).
A copy of the Note is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and
are qualified in their entirety by reference to the Note.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed under Item 2.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information disclosed under Item 2.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.07 to the extent required herein.
On October 27, 2025, the EGM was held for the shareholders to approve
the Extension Amendment and NTA Amendment.
As of September 29, 2025, the Record Date, there were 1,758,476 Class
A and 2,012,500 Class B Ordinary Shares issued and outstanding and entitled to vote. 2,787,950 Ordinary Shares, or approximately 74%,
were represented in person or by proxy at the EGM.
The final results for the matter submitted to a vote of the Company’s
shareholders at the EGM are as follows:
1. The Charter Amendment Proposal
The shareholders approved the proposal, by special resolutions, to
amend Articles 49.7 and 49.8 of the Charter, in accordance with the form attached as Annex A to the proxy statement for the EGM, to provide
that the Company has until October 28, 2025 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 deadline up to nine
times, each by an additional one-month extension, for a total of up to nine months to July 28, 2026.
The voting results were as follows:
| FOR | |
AGAINT | |
ABSTAIN |
| 2,785,849 | |
2,097 | |
4 |
2. The NTA Requirement Amendment Proposal
The shareholders approved the proposal, by ordinary resolution, to
amend Articles 49.2, 49.4, 49.5, and 49.8 of the Charter, to eliminate the limitation that the Company may not redeem the Company’s
public shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions.
The voting results were as follows:
| FOR |
|
AGAINT |
|
ABSTAIN |
| 2,787,946 |
|
0 |
|
4 |
Item 7.01 Regulation FD Disclosure.
On October 27, 2025, the Company issued a press release (the “Press
Release”) announcing the approval of the Extension Amendment and NTA Amendment. A copy of the Press Release is furnished
as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
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 |
| 10.1 |
|
Promissory Note, dated October 27, 2025, issued by Aimfinity Investment Corp. I to I-Fa Chang |
| 99.1 |
|
Press Release, dated October 27, 2025 |
| 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: October 27, 2025 |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Chief Executive Officer |
