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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): January 28, 2026
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.
On
January 28, 2026, 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 January 28, 2026 to February 28, 2026 (the “New Extension”). The New Extension is the fourth 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
7.01 Regulation FD Disclosure.
On
January 28, 2026, the Company issued a press release (the “Press Release”) announcing the New Extension. 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 January 28, 2026, issued by Aimfinity Investment Corp. I to I-Fa Chang |
| 99.1 |
|
Press Release, dated January 28, 2026 |
| 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: January 28, 2026. |
By: |
/s/
I-Fa Chang |
| |
Name: |
I-Fa
Chang |
| |
Title: |
Chief
Executive Officer |
