Item 1.01 Entry into a Material Definitive Agreement
On April 25, 2022, the Registration Statement on Form S-1 (File No. 333-263874)
(the "Registration Statement") relating to the initial public offering (the
"IPO") Aimfinity Investment Corp. I (the "Company") was declared effective by
the U.S. Securities and Exchange Commission. On April 28, 2022, the Company
consummated the IPO of 8,050,000 units (the "Units"). Each Unit consists of one
Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary
Shares"), one Class 1 redeemable warrant (the "Class 1 Warrant") and one-half of
one Class 2 redeemable warrant (the "Class 2 Warrant", together with the Class 1
Warrant, the "Public Warrants"), each whole Public Warrant entitling the holder
thereof to purchase one Class A Ordinary Share at an exercise price of $11.50
per share. This includes a full exercise by the underwriters of their
over-allotment option pursuant to which the underwriters purchased an additional
1,050,000 Units. The Units were sold at an offering price of $10.00 per Unit,
generating gross proceeds of $80,500,000.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 492,000 Units (the "Private Placement Units") to the
Company's sponsor, Aimfinity Investment LLC (the "Sponsor"), at a purchase price
of $10.00 per Private Placement Unit, generating gross proceeds to the Company
of $4,920,000 (such sale, the "Private Placement"). The Private Placement Units
are identical to the Units sold in the IPO, except that the Sponsor has agreed
not to transfer, assign or sell any of the Private Placement Units (except to
certain permitted transferees) until 30 days after the completion of the
Company's initial business combination.
In connection with the IPO, the Company entered into the following agreements,
the forms of which were previously filed as exhibits to the Registration
Statement:
• Underwriting Agreement, dated April 25, 2022, among the Company and US
Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments,
LLC, as representatives of the several underwriters named therein;
• Private Placement Units Purchase Agreement, dated April 25, 2022, between
the Company and the Sponsor;
• Warrant Agreement, dated April 25, 2022, between the Company and VStock
Transfer, LLC, as warrant agent;
• Investment Management Trust Agreement, dated April 25, 2022, between the
Company and U.S. Bank, National Association, as trustee;
• Registration and Shareholder Rights Agreement, dated April 25, 2022,
between the Company, the Sponsor and certain other security holders of
the Company;
• Letter Agreement, dated April 25, 2022 between the Company, the Sponsor
and certain security holders named therein;
• form of Indemnity Agreement, dated April 25, 2022, between the Company
and each of its officers and directors.
The Underwriting Agreement is included as Exhibit 1.1, the Warrant Agreement is
included as Exhibit 4.1, and the Investment Management Trust Agreement,
Registration and Shareholder Rights Agreement, Private Placement Units Purchase
Agreement, form of Indemnity Agreement, and Letter Agreement are included as
Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, hereto, and each such
exhibits are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 492,000 Private Placement Units to the Sponsor at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds to the
Company of $4,920,000. The Private Placement Units are identical to the Units
sold in the IPO, except that the Sponsor has agreed not to transfer, assign or
sell any of the Private Placement Units (except to certain permitted
transferees) until 30 days after the completion of the Company's initial
business combination. The issuance of the Private Placement Units was made
pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective April 25, 2022, Xin (Warren) Wang, James J. Long and Joshua Gordon
were appointed directors of the Company. Effective April 25, 2022, pursuant to
Amended and Restated Memorandum and Articles of Association of the Company, the
board of directors was classified and the term of office of each of the
directors shall expire as follows: Class I, with a term expiring at the 2023
annual general meeting - Joshua Gordon; Class II, with a term expiring at the
2024 annual general meeting - Xin (Warren) Wang and James J. Long; and
Class III, with a term expiring at the 2025 annual general meeting - Jing Cao
and Qiang Wang.
The board has determined that each of Xin (Warren) Wang, James J. Long and
Joshua Gordon are independent directors under the requirements of the Nasdaq
listing standards and under the Securities Exchange Act of 1934 ("Exchange
Act"), and has determined that Joshua Gordon qualifies as an "audit committee
financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K
under the Exchange Act. Xin (Warren) Wang, James J. Long and Joshua Gordon will
serve as members of the audit committee, with James J. Long serving as chair of
the audit committee.
Prior to the IPO, the Sponsor transferred 20,000 of the Company's Class B
ordinary shares to each of Xin (Warren) Wang, James J. Long, Joshua Gordon and
Nicholas Torres, for approximately $0.012 per share. The Company will reimburse
the directors for reasonable out-of-pocket expenses incurred in connection with
fulfilling their roles as directors.
Other than as set forth in Item 1.01 and above, none of the directors are party
to any arrangement or understanding with any person pursuant to which they were
appointed as directors, nor are they party to any transactions required to be
disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Memorandum and Articles of Association.
On April 25, 2022, the Company adopted its Amended and Restated Memorandum and
Articles of Association. The Amended and Restated Memorandum and Articles of
Association is attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
Item 8.01 Other Events.
A total of $82,110,000, comprised of $76,072,500 of the proceeds from the IPO,
including $2,817,500 deferred underwriting commissions, and $3,220,000 of the
proceeds from the Private Placement, were placed in a U.S.-based trust account
maintained by U.S. Bank National Association, acting as trustee. Except with
respect to interest earned on the funds in the trust account that may be
released to the Company to pay its franchise and income taxes and expenses
relating to the administration of the trust account, the proceeds from the IPO
and the Private Placement held in the trust account will not be released until
the earliest of (a) the completion of the Company's initial business
combination, (b) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend the Company's Amended and Restated
Memorandum and Articles of Association (i) to modify the substance or timing of
its obligation to allow redemption in connection with its initial business
combination or redeem 100% of its public shares if the Company does not complete
its initial business combination within 15 months (or up to 21 months, if the
Company extends the period of time to consummate a business combination, as
described in the prospectus) from the closing of the IPO or (ii) with respect to
any other provisions relating to shareholders' rights or pre-initial business
combination activity, and (c) the redemption of all of the Company's public
shares if it is unable to complete its business combination within 15 months (or
up to 21 months, if the Company extends the period of time to consummate a
business combination, as described in the prospectus) from the closing of the
IPO, subject to applicable law.
On April 25, 2022, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibits
1.1 Underwriting Agreement, dated April 25, 2022, among the
Company and US Tiger Securities, Inc. and EF Hutton, division of
Benchmark Investments, LLC, as representatives of the several
underwriters named therein.
3.1 Amended and Restated Memorandum and Articles of Association,
dated April 25, 2022.
4.1 Warrant Agreement, dated April 25, 2022, between Aimfinity
Investment Corp. I and VStock Transfer, LLC, as warrant agent.
10.1 Investment Management Trust Agreement, dated April 25, 2022,
between Aimfinity Investment Corp. I and U.S. Bank, National
Association, as trustee.
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10.2 Registration and Shareholder Rights Agreement, dated April 25, 2022,
among Aimfinity Investment Corp. I, Aimfinity Investment LLC and certain
security holders named therein.
10.3 Private Placement Units Purchase Agreement, dated April 25, 2022,
between Aimfinity Investment Corp. I and Aimfinity Investment LLC.
10.4 Form of Indemnity Agreement, dated April 25, 2022, between Aimfinity
Investment Corp. I and each of its directors and executive officers.
10.5 Letter Agreement, dated April 25, 2022, among Aimfinity Investment Corp.
I, Aimfinity Investment LLC and certain security holders named therein.
99.1 Press Release, dated April 25, 2022.
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