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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
22, 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 Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant |
|
AIMAU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, $0.0001 par value |
|
AIMA |
|
The Nasdaq Stock Market LLC |
| Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock Market LLC |
| Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AIMAW |
|
The Nasdaq Stock Market LLC |
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.
AMENDMENT AND SUPPLEMENT TO THE PROXY STATEMENT
The following disclosures in this Current Report on Form 8-K supplement,
and should be read in conjunction with the disclosures contained in the Company’s definitive proxy statement (as the same may be
amended or supplemented, the “Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on October 14, 2025, in connection with the extraordinary general meeting of shareholders in lieu of an annual general meeting on October
27, 2025 (the “Extraordinary Meeting”). To the extent the information set forth herein differs from or updates information
contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement,
which shall be read in its entirety. All other information in the Proxy Statement remains unchanged.
The purpose of the supplemental disclosures is to provide information
about the adjournment of the Extraordinary Meeting. Terms used herein, unless otherwise defined, have the meanings set forth in the Proxy
Statement.
Amendment to the Questions and Answers About the Extraordinary Meeting
In response to inquiries from shareholders of the Company, the following
question-and-answer is added to the Questions and Answers About the Extraordinary Meeting to provide clarification for the shareholders:
Q: What if you reverse or withdraw your previous redemption request
in connection with the Docter Business Combination in order to redeem your shares in connection with this Extraordinary Meeting and we
complete the Docter Business Combination prior to the Extraordinary Meeting or we do not hold the Extraordinary Meeting?
A: As provided elsewhere in the proxy statement, if you
have elected to redeem your shares in connection with the Business Combination EGM previously but wish to redeem your shares now in connection
with the Extraordinary Meeting/Charter Amendment Proposal, you need to reverse or withdraw your redemption request previously submitted
to the Company, and elect to redeem your shares in connection with this Extraordinary Meeting.
However, there is no assurance that we will hold the Extraordinary Meeting
and implement the Proposals, if, for example, we consummate the Docter Business Combination prior to the Extraordinary Meeting.
Therefore, depending on the timing and sequence of the events:
| · | If we consummate the Docter Business Combination prior to this Extraordinary Meeting, the Extraordinary Meeting and the Proposals
will not be implemented: |
| o | Any redemption request originally submitted in connection with the Docter Business Combination will automatically be redeemed in
connection with the consummation of the Docter Business Combination. Even if you have reversed or withdrawn such request in order to redeem
in connection with this Extraordinary Meeting, your redemption request tendered in connection with the Docter Business Combination will
still be processed. |
| o | Any public shares not originally tendered for redemptions in connection with the Docter Business Combination will not be redeemed,
and will be cancelled and exchanged into such PubCo Ordinary Shares as contemplated under the Business Combination Agreement. |
| · | If we do not consummate the Docter Business Combination prior to this Extraordinary Meeting and do not hold the Extraordinary
Meeting and implement the Proposals on or before October 28, 2025, we will (1) cease all operations, except for the purpose
of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption
of all issued and outstanding public shares; (3) 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. |
| · | If the Extraordinary Meeting is organized and the Proposals are implemented on or before October 28, 2025, irrespective of when
or whether the Docter Business Combination is consummated: |
| o | Any redemption request submitted in connection with this Extraordinary Meeting (including any redemption requests submitted after
reversal/withdrawal of previous redemptions tendered in connection with the Docter Business Combination) will be effectuated and executed
following the Extraordinary Meeting and adoption of the Charter Amendment. |
| o | Any redemption requests originally submitted in connection with the Docter Business Combination and not reversed or withdrawn in
connection with this Extraordinary Meeting will remain outstanding, pending the consummation of the Docter Business Combination. |
| o | Any public shares not tendered for redemptions in connection with the Docter Business Combination or in connection with this Extraordinary
Meeting will not be redeemed, and will be cancelled and exchanged into such PubCo Ordinary Shares if we complete the Docter Business Combination,
or redeemed if we cannot complete a business combination timely and cease all operations. |
The Company is working with the parties to qualify for Nasdaq listing
and cannot predict at this time when it expects the Docter Business Combination will be consummated, if at all. The Company will announce
the proposed date of closing in a press release at least 2 business days before the Docter Business Combination will be consummated.
The Company will extend
the deadline for the Company’s public shareholders to deliver their redemption requests or reversals from Thursday, October 23,
2025, 5:00 p.m. Eastern Time to Monday, October 27, 2025, 11:00 a.m. Eastern Time.
There is no change to the location, the purpose or any of the proposals
to be acted upon at the Extraordinary Meeting. The physical location of the Extraordinary Meeting remains 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://forms.cloud.microsoft/r/pMLPzcu46r.
The Record Date for determining the Company shareholders entitled to receive
notice of and to vote at the Meeting remains the close of business on September 29, 2025. Shareholders as of the Record Date who have
previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders
who have not yet done so are encouraged to vote as soon as possible.
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: Action Team
The Company’s shareholders who have questions regarding the Extraordinary
Meeting or the impact on the votes casted, or would like to request documents may contact the Company’s proxy solicitor, Advantage
Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Adjournment,
the date of the Extraordinary Meeting and the extension of the deadline to deliver a redemption request. These statements are based on
current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may
cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
Additional Information and Where to Find It
On October 14, 2025, the Company filed the Proxy Statement with the SEC
in connection with its solicitation of proxies for the Extraordinary Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to
obtain free copies of the Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through
the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:
Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to
be participants in the solicitation of proxies from shareholders in connection with the Extraordinary Meeting. Additional information
regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set
forth in the Proxy Statement. You may obtain free copies of these documents using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 22, 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 22, 2025 |
By: |
/s/ I-Fa Chang |
| |
Name: |
I-Fa Chang |
| |
Title: |
Chief Executive Officer |
