AIMBU Aimfinity Investment Corporation I

 

 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): July 7, 2023

 

AIMFINITY INVESTMENT CORP. I

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41361		98-1641561
(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)		(Zip Code)

 

(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
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

 

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 1.01 Entry into a Material Definitive Agreement.

 

On July 7, 2023, Aimfinity Investment Corp. I (“AIMA” or the “Company”) and VStock Transfer, LLC (“VStock”, together with the Company, the “Parties”), the Company’s transfer agent, entered into an amendment (the “Amendment”) to certain warrant agreement, entered between the Parties on April 25, 2022 (the “Warrant Agreement”) in connection with the initial public offering (the “IPO”) of the Company, pursuant to Section 9.8 of the Warrant Agreement for the purpose of curing any ambiguity, including to conform the provisions hereof to the description of the terms of the Warrants and the Warrant Agreement set forth in the Prospectus of the IPO, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders (as defined in the Warrant Agreement).

 

The Amendment amends Section 3.2.2 of the Warrant Agreement to clarify that in the event that holders (the “Redeeming Shareholders”) of the Company’s Class A ordinary shares (the “Ordinary Shares”) seek to redeem their Ordinary Shares in connection with (i) the Company’s initial business combination, or (ii) a shareholder vote to approve an amendment to the Company’s then-effective memorandum and articles of association (the “Charter Documents”) (A) that would modify the substance and timing of the Company’s obligation to provide Redeeming Shareholders the redemption rights in connection with an initial business combination or if the Company cannot complete an initial business combination within the combination period provided in the Charter Documents, (B) with respect to any provisions to the rights of the holders of Ordinary Shares or pre—Business Combination activity, the Class 2 warrants attached to the Ordinary Shares held by such Redeeming Shareholders will terminate upon completion of the redemption of such Ordinary Shares.

 

A copy of the Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
4.1		Amendment to the Warrant Agreement, dated July 7, 2023
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
	By:	/s/ I-Fa Chang
	Name:	I-Fa Chang
	Title:	Chief Executive Officer
Date: July 7, 2023

 

 

 

 

Exhibit 4.1

 

AMENDMENT TO

WARRANT AGREEMENT

AIMFINITY INVESTMENT CORP. I

and

VSTOCK TRANSFER, LLC

Dated as of July 7, 2023

 

THIS AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”) is made as of July 6, 2023, by and between Aimfinity Investment Corp. I, a Cayman Islands company (the “Company”), and VStock Transfer, LLC, a California limited liability company, as warrant agent (in such capacity, the “Warrant Agent”, together with the Company, the “Parties”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Warrant Agreement, dated April 25, 2022, by and between the Parties hereto (the “Warrant Agreement”).

WHEREAS, on April 25, 2022, in connection with the initial public offering (the “IPO”) of the Company, the Parties entered into the Warrant Agreement for the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, redemption and exercise of certain Class 1 (“Class 1 Warrants”) and Class 2 warrants (“Class 2 Warrants”) of the Company (collectively, the “Warrants”) sold or issued as part of the IPO or a certain private placement consummated simultaneously with the IPO;

WHEREAS, the Warrant Agreement provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants

WHEREAS, on June 27, 2023, the Company announced its intent to hold an extraordinary general meeting of the shareholders of the Company on July 27, 2023 (the “July Meeting”), as a result of which the shareholders may, by the adoption of a special resolution, amend the Company’s currently effective amended and restated memorandum and articles of association (the “Current Charter Documents”) to change the date by which the Company must consummate its Business Combination, and the manner under which it may extend such date;

WHEREAS, pursuant to the Company’s Current Charter Documents, particularly Article 49.8 thereof, to modify the substance or timing of the Company’s obligation to allow redemption in connection with a business combination or redeem 100% of the public shares of the Company if the Company does not consummate a business combination within 15 months from the consummation of the IPO (or up to 21 months if such date is extended as described in the prospectus relating to the IPO), or such later time as the members of the Company may approve in accordance with the Current Charter Documents, each holder of public shares who is not the sponsor, a founder, officer or director shall be provided with the opportunity to redeem their public shares upon the approval or effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account of the Company, including interest earned on the funds held in the trust account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares;

WHEREAS, according to the Company’s final prospectus (the “IPO Prospectus”) filed with the SEC on April 26, 2023 (SEC File No. 333-263874), the Company’s New Units will not separate into Class A Ordinary Shares and Class 2 Warrants, and the Class A Ordinary Shares and Class 2 Warrants will not trade separately, unless and until consummation of the Company’s initial business combination;

WHEREAS, in addition, the IPO Prospectus further provides that in the event that the holders of Class A Ordinary Shares choose to redeem their Class A Ordinary Shares in connection with either its shareholder votes or its pre-business combination tender offer, they would forfeit the Class 2 Warrants;

 

WHEREAS, the Warrant Agreement, as currently written, has not confirmed as to the effect of any redemptions of the Class A Ordinary Shares in the New Units on the remaining Class 2 Warrants in the redeemed New Units before a shareholder vote or a tender offer in connection with a proposed business combination, although the IPO Prospectus confirms that the Class 2 Warrants would be forfeited by the holders of such Warrants if the holders choose to redeem;

WHEREAS, Section 9.8 of the Warrant Agreement provides that the Warrant Agreement “may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders”;

WHEREAS, each of the Company and Warrant Agent desires to amend the Warrant Agreement as provided herein to confirm the Warrant Agreement, particularly Section 3.2.2 to the IPO Prospectus, so that the holders of Class 2 Warrants may have clarify as to the effect of their redemption requests in connection with the July Meeting;

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.      Amendments to Warrant Agreement.

(a) section 3.2.2 is amended and restated in its entirely as follows:

“Notwithstanding anything in Section 3.2.1 hereof to the contrary, the Exercise Period for any Class 2 Warrant that is attached to an Ordinary Share that is redeemed in connection with the initial Business Combination or a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the sustenance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company's public shares if the Company does not complete its initial Business Combination within the combination period as provided in the amended and restated memorandum and articles of association of the Company, as amended from time to time, or (B) with respect to any other provision relating to the rights of holders of an Ordinary Shares or pre-Business Combination activity, will terminate upon completion of the redemption of such Ordinary Share;”

2.      No Other Change. All such other provisions of the Warrant Agreement shall remain the same, and shall remain binding, valid and enforceable to the parties.

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

 

	AIMFINITY INVESTMENT CORP. I
	By:	/s/ I-Fa Chang
		Name: I-Fa Chang
		Title: Director and Chief Executive Officer
	VSTOCK TRANSFER, LLC, AS WARRANT AGENT
	By:	/s/ Jenny Chen
		Name:Jenny Chen
		Title: Compliance Officer

 

 

v3.23.2

Cover	Jul. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 07, 2023
Entity File Number	001-41361
Entity Registrant Name	AIMFINITY INVESTMENT CORP. I
Entity Central Index Key	0001903464
Entity Tax Identification Number	98-1641561
Entity Incorporation, State or Country Code	E9
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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
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
Trading Symbol	AIMAU
Security Exchange Name	NASDAQ
Class A ordinary shares, $0.0001 par value
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Trading Symbol	AIMA
Security Exchange Name	NASDAQ
Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	AIMAW
Security Exchange Name	NASDAQ
Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	AIMAW
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
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
Trading Symbol	AIMBU
Security Exchange Name	NASDAQ

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