UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission File Number: 001-41361

 

AIMFINITY INVESTMENT CORP. I

(Exact name of registrant as specified in its charter)

 

Cayman Islands   98-1641561
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

221 W 9th St, PMB 235
Wilmington, Delaware		   19801
(Address of principal executive offices)   (Zip Code)

 

(425) 365-2933

(Registrant’s telephone number, including area code)

 

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
New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant   AIMBU   The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
    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. ☐

 

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

 

The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was $82,915,000, based on the trading price of the Units (AIMAU) of the registrant on that date. The registrant’s units commenced public trading on the Nasdaq Stock Market LLC on April 26, 2022, and its new units and class 1 redeemable warrants commenced separate public trading on the Nasdaq Stock Market LLC on June 16, 2022.

 

As of April 10, 2024, there were 4,465,882 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,012,500 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

Auditor Name:   Auditor Location:   Auditor Firm ID:
MaloneBailey, LLP   Houston, Texas   206

 

 

 

 

 

 

EXPLANATORY NOTE

 

Aimfinity Acquisition Corp. I (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024 (the “2023 Form 10-K” or the “Original Filing”), solely for the purpose of correcting a scrivener’s error in the certifications filed as Exhibits 31.1 and 31.2 (the “Certifications”) to the 2023 Form 10-K. At the time the Company filed its 2023 Form 10-K, the Company’s certifying officers had completed the matters covered by paragraph 4(b) and the introductory language in paragraph 4 of the Certifications, referring to its internal control over financial reporting. The Certifications filed with the 2023 Form 10-K contained a scrivener’s error in that they inadvertently omitted such language, and the corrected Certifications are being filed as Exhibits 31.1 and 31.2 with this Form 10-K/A.

 

This Form 10-K/A contains only the cover page, this explanatory note, the exhibit list, a signature page and the revised certifications.

 

Please note that the only changes to the Original Filing are those related to the matters described herein. Except as described above, no changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing, and except as specifically provided herein, this Form 10-K/A does not reflect any information or events occurring after the date of the Original Filing.

 

1

 

 

EXHIBIT INDEX

 

Exhibit   Description
     
31.1+   Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+   Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2**   Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
101.INS   Inline XBRL Instance Document.*
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document.*
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104   Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

 

+ Filed herewith
** Previously Furnished

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

July 29, 2024 Aimfinity Investment Corp. I
   
  By: /s/ I-Fa Chang
    Name:  I-Fa Chang
    Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ I-Fa Chang   Chairman of the Board of Directors   July 29, 2024
I-Fa Chang   and Chief Executive Officer
(Principal Executive Officer)		    
         
/s/ Xuedong (Tony) Tian   Chief Financial Officer   July 29, 2024
Xuedong (Tony) Tian   (Principal Financial and Accounting Officer)    
         
/s/ Hanzhong (Han) Li   Director   July 29, 2024
Hanzhong (Han) Li        
         
/s/ Kevin D. Vassily   Director   July 29, 2024
Kevin D. Vassily        
         
/s/ Teng-Wei Chen   Director   July 29, 2024
Teng-Wei Chen        

 

3

 

true FY 0001903464 0001903464 2023-01-01 2023-12-31 0001903464 aimau:UnitsConsistingOfOneClassAOrdinaryShare00001ParValueOneClass1RedeemableWarrantAndOnehalfOfOneClass2RedeemableWarrantMember 2023-01-01 2023-12-31 0001903464 aimau:ClassAOrdinaryShares00001ParValueMember 2023-01-01 2023-12-31 0001903464 aimau:Class1RedeemableWarrantsEachExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member 2023-01-01 2023-12-31 0001903464 aimau:Class2RedeemableWarrantsEachExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150Member 2023-01-01 2023-12-31 0001903464 aimau:NewUnitsConsistingOfOneClassAOrdinaryShare00001ParValueAndOnehalfOfOneClass2RedeemableWarrantMember 2023-01-01 2023-12-31 0001903464 2023-06-30 0001903464 us-gaap:CommonClassAMember 2024-04-10 0001903464 us-gaap:CommonClassBMember 2024-04-10 iso4217:USD xbrli:shares

Exhibit 31.1

 

CERTIFICATION

 

I, I-Fa Chang, certify that:

 

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 of Aimfinity Investment Corp. I;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.[Intentionally Omitted];
  
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  Date: July 29, 2024
     
  By: /s/ I-Fa Chang
    I-Fa Chang
   

Chief Executive Officer

(Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION

 

I, Xuedong (Tony) Tian, certify that:

 

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 of Aimfinity Investment Corp. I;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.[Intentionally Omitted];

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  Date: July 29, 2024
     
  By: /s/ Xuedong (Tony) Tian
    Xuedong (Tony) Tian
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

v3.24.2
Document And Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2023
Apr. 10, 2024
Jun. 30, 2023
Document Information Line Items      
Entity Registrant Name AIMFINITY INVESTMENT CORP. I    
Document Type 10-K/A    
Current Fiscal Year End Date --12-31    
Entity Public Float     $ 82,915,000
Amendment Flag true    
Amendment Description Aimfinity Acquisition Corp. I (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2024 (the “2023 Form 10-K” or the “Original Filing”), solely for the purpose of correcting a scrivener’s error in the certifications filed as Exhibits 31.1 and 31.2 (the “Certifications”) to the 2023 Form 10-K. At the time the Company filed its 2023 Form 10-K, the Company’s certifying officers had completed the matters covered by paragraph 4(b) and the introductory language in paragraph 4 of the Certifications, referring to its internal control over financial reporting. The Certifications filed with the 2023 Form 10-K contained a scrivener’s error in that they inadvertently omitted such language, and the corrected Certifications are being filed as Exhibits 31.1 and 31.2 with this Form 10-K/A.This Form 10-K/A contains only the cover page, this explanatory note, the exhibit list, a signature page and the revised certifications.Please note that the only changes to the Original Filing are those related to the matters described herein. Except as described above, no changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing, and except as specifically provided herein, this Form 10-K/A does not reflect any information or events occurring after the date of the Original Filing.    
Entity Central Index Key 0001903464    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Document Period End Date Dec. 31, 2023    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Shell Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Document Annual Report true    
Document Transition Report false    
Entity File Number 001-41361    
Entity Incorporation, State or Country Code E9    
Entity Tax Identification Number 98-1641561    
Entity Address, Address Line One 221 W 9th St    
Entity Address, Address Line Two PMB 235    
Entity Address, City or Town Wilmington    
Entity Address, State or Province DE    
Entity Address, Postal Zip Code 19801    
City Area Code (425)    
Local Phone Number 365-2933    
Entity Interactive Data Current Yes    
Document Financial Statement Error Correction [Flag] false    
Documents Incorporated by Reference [Text Block] None    
Auditor Name MaloneBailey, LLP    
Auditor Location Houston, Texas    
Auditor Firm ID 206    
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      
Document Information Line Items      
Trading Symbol AIMAU    
Title of 12(b) Security 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    
Security Exchange Name NASDAQ    
Class A ordinary shares, $0.0001 par value      
Document Information Line Items      
Trading Symbol AIMA    
Title of 12(b) Security Class A ordinary shares, $0.0001 par value    
Security Exchange Name NASDAQ    
Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50      
Document Information Line Items      
Trading Symbol AIMAW    
Title of 12(b) Security Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50    
Security Exchange Name NASDAQ    
Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50      
Document Information Line Items      
Trading Symbol AIMAW    
Title of 12(b) Security Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50    
Security Exchange Name NASDAQ    
New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant      
Document Information Line Items      
Trading Symbol AIMBU    
Title of 12(b) Security New Units, consisting of one Class A ordinary share, $0.0001 par value, and one-half of one Class 2 redeemable warrant    
Security Exchange Name NASDAQ    
Class A Ordinary Shares      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   4,465,882  
Class B Ordinary Shares      
Document Information Line Items      
Entity Common Stock, Shares Outstanding   2,012,500  
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