Aimfinity Investment Corp. I *
PROPOSED BUSINESS COMBINATION: Inkwater Holding Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Aimfinity Investment Corp. I entered into a definitive merger agreement with Docter Inc., a Taiwanese non-invasive blood glucose watch developer
- Since 2016, Docter, along with its subsidiary, Horn Enterprise Co., Ltd., has been developing a non-invasive blood sugar trend monitoring technology, alleviating the necessity for blood sampling.
- The company operates Docter brand watches and employs Docter Cloud platform technologies to facilitate health monitoring, vascular elasticity tracking, and myocardial infarction prediction.
- Docter has made investments in the development of biological radar wave technology to cater to those requiring long-term care or individuals experiencing sub-optimal health.
EXTENSION – 1/10/25 – LINK
- The SPAC approved the extension from January 28, 2025 to October 28, 2025.
- 1,996,522 shares were redeemed.
- $0.05/Share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 10/22/24 – LINK
- The SPAC entered into a backstop agreement with Family Inheritance Consulting (H.K.) Limited to purchase an aggregate number of shares resulting in the net tangible assets being no less than $5,000,001.
- In connection with such purchase, the Investor waives redemption rights associated with the purchased shares, and shall receive the same numbers of ordinary shares of the Purchaser, par value $0.0001 per share, upon the closing of the Business Combination.
EXTENSION – 4/29/24 – LINK
- The SPAC approved the extension from April 28, 2024 to January 28, 2025.
- 860,884 shares were redeemed.
- $60K per month will be deposited into the trust account.
TRANSACTION
- The merger consideration is $60,000,000, payable by newly-issued shares of the Combined Company valued at $10.00 per share.
- The boards of directors of both Docter and Aimfinity have unanimously approved the Proposed Transaction, which is expected to be completed in the first quarter of 2024.
SPAC FUNDING
- Not specified at this time.
EARNOUT
- Company:
- Up to an additional 2,500,000 PubCo Ordinary Shares may be issued to the Pre-Closing Company Stockholders as contingent post-closing earnout consideration. The Earnout Shares will be issued as below:
- (i) 1,000,000 Earnout Shares will be issued if and only if PubCo completes sales of at least 30,000 Devices during fiscal year 2025 as reflected in its audited consolidated annual financial statements; and
- (ii) 1,500,000 Earnout Shares will be issued if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2026 as reflected in its audited consolidated annual financial statements.
- Up to an additional 2,500,000 PubCo Ordinary Shares may be issued to the Pre-Closing Company Stockholders as contingent post-closing earnout consideration. The Earnout Shares will be issued as below:
LOCK-UP
- Company:
- The Company’s shares will be subjected to a lock-up until the date that is one year after the date of the Closing.
- Sponsor:
- The Sponsor’s shares will be subjected to a lock-up until the earliest of:
- (i) one year after the Closing and
- (ii) if the closing price of the ordinary shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.
- The Sponsor’s shares will be subjected to a lock-up until the earliest of:
NOTABLE CONDITIONS TO CLOSING
- Aimfinity shareholders and Docter stockholders approvals
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated if the Closing has not occurred by April 28, 2024 (the “Outside Date“).
ADVISORS
- Docter Inc Advisors:
- Winston & Strawn LLP is serving as legal advisor
- SPAC Advisors:
- US Tiger Securities is serving as M&A and Capital Markets advisor
- Robinson & Cole LLP is serving as legal advisor
EXTENSION – 7/27/23 – LINK
- The SPAC approved the extension from July 28, 2023 to April 28, 2024.
- 4,076,118 shares were redeemed for $10.49/Share
- $85K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 3/20/23 – LINK
- On March 16, 2023, the sponsor initiated a distribution of 300,000 founder shares and 492,000 private placement units of the Company held by the sponsor to its existing members and entered into a repurchase agreement with Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, then directors and officers of the Company, to transfer 10,000 founder shares each to the sponsor, as a result of which, the sponsor will directly hold 1,672,500 founder shares. Mr. Chang, as the Manager of the sponsor is deemed the beneficial owner of 1,672,500 founder shares.
MANAGEMENT & BOARD
Executive Officers
Jing (“George”) Cao, 44 [Resigned 3/20/23]
Chief Executive Officer, Director
In May 2018, Mr. Cao founded and has since served as the Chief Executive Office of AscendEX, a global digital asset trading platform that offers a variety of products to global users. Since March 2018, he also served as the Chief Executive Officer of HD Consulting Service LLC, a technology consulting service firm in New York, BMXDM Technology PTE. Limited, a technology holdings company for a trading platform, and Global Digital Mercantile Holdings Limited. Prior to these positions, from January 2013 to January 2018, Mr. Cao founded and served as the Chief Investment Officer of Delpha Capital Management, LLC (“Delpha Capital”), a New York based firm that specialized in quantitative trading. Prior to Delpha Capital, from August 2010 to November 2012, Mr. Cao was a senior Portfolio Manager in the Equity Division of Barclays Capital (“Barclays”) in both their New York and London offices. From August 2008 to July 2010, Mr. Cao was a Portfolio Manager at Knight Capital Group where he researched and traded U.S. equities. Mr. Cao earned a Ph.D. in Computer Science from the University of Chicago and a bachelor’s degree in Computer Science and Engineering from the University of Science and Technology of China.
Nicholas Torres III, 40 [Resigned 3/20/23]
Chief Financial Officer
Since December 2021, Mr. Torres has been serving as the Senior Financial Controller for AscendEX, a global digital asset trading platform that offers a variety of products to global users. From May 2016 to December 2021, he served as a Controller in the Finance Division of CFO Services at Bloomberg LP. From November 2012 to April 2016, Mr. Torres served as an Associate for the Private Equity and Corporate Accounting Division at Goldman Sachs. From April 2011 to October 2012, he served as an Assistant Controller for Corporate Accounting and Financial Reporting at Safway Atlantic, a scaffolding and industrial services company. Prior to Safway Atlantic, Mr. Torres served as a Financial Analyst for PricewaterhouseCoopers from June 2007 to April 2011. Mr. Torres holds a bachelor’s degree in Economics from Syracuse University.
I-Fa Chang, — [Appointed 3/20/23]
Chief Executive Officer, Chairman
Mr. Chang has more two decades of investment management and advisory experience. Since April 2022, Mr. Chang has served as Chairman and CEO of Inkstone Feibo Acquisition Corporation, a Delaware incorporated special purpose acquisition corporation (“Inkstone SPAC”) seeking Nasdaq listing. In 2012, Mr. Chang founded Inkstone Capital Co., Ltd., a technology-focused investment advisory firm (“Inkstone Capital”) serving clients in Mainland China, Hong Kong and Taiwan, and has served as its chief executive officer ever since. He has also served as an independent director of Sichuan Tianfu Bank, a regional bank based in Southeast China since 2015. Between October 2017 and June 2018, Mr. Chang served as a director and finance control officer for Finconn Inc., a subsidiary of the Taiwanese electronic manufacturing conglomerate, Foxconn. Before founding Inkstone Capital, Mr. Chang had extensive experience in financial and investment management across different sectors. Between June 2006 to December 2008, Mr. Chang served as a financial consultant for Chengdu Jiannanchun Shengbo Technology Co., Ltd., an IT solution company. He also served as a managing director for ARC China Investment Corporation, an investment management company from April 2007 to July 2011, and as a managing director for Xiamen Dazhou-ARC Investment Management Co., Ltd., a joint venture between ARC China and Dazhou Holding Group, a multi-industry conglomerate based in Xiamen, Fujian Province, PRC, from August 2011 to October 2012. Mr. Chang received his MBA in Finance from National Pingtung Science and Technology University in Taiwan, and his B.A. in Management Information System from California State University, San Bernardino.
Xuedong (Tony) Tian, — [Appointed 3/20/23]
Chief Executive Officer, Director
Mr. Tian has served as a managing director and head of capital markets at US Tiger Securities, Inc. since October 2020. He has also served as the CEO of Feutune Light Acquisition Corporation (Nasdaq: FLFV), a SPAC listed on Nasdaq, since March 2022, and a director since June 2022. He has also served as CFO and director of Inkstone SPAC. From May 2012 to October 2020, Mr. Tian was the founder and president of Weitian Group LLC, a corporate advisory and investor relations firm. Prior to that, Mr. Tian served as a sell-side equity analyst at various investment banks, including managing director covering China at Merriman Capital, Inc. from June 2013 to January 2016; executive director and lead analyst covering China Industrials and IT outsourcing at Oppenheimer & Co. Inc. from May 2011 to May 2012; vice president and lead China analyst at Ladenburg Thalmann & Co. Inc. from May 2010 to April 2011; senior associate covering Networking, Hardware & IT Supply Chain at Ticonderoga Securities LLC from October 2009 to May 2010; and associate covering Semiconductor & Semiconductor Capital Equipment at Pacific Crest Securities LLC (now part of KeyBanc) from April 2008 to September 2009. Mr. Tian holds an MBA degree from New York University, a M.A. degree in Economics from the University of Connecticut and M.S. and B.S. degrees in Land Resources and Management from China Agricultural University. Mr. Tian is a CFA charter holder and currently holds Series 7, 24, 63, and 79 licenses.
Board of Directors
Qiang (“Alvin”) Wang, 45 [Resigned 3/20/23]
Director
Mr. Wang is an experienced banking and asset management professional. Since February 2020, Mr. Wang has served as the general manager of 7BP Owner, LLC, a wholly owned subsidiary of Bank of China Group Investment Limited in the US, with main emphasis on acquisition of company equity, asset acquisition, and mature commercial real estate projects such as office buildings and commercial mix used buildings in first-tier cities and core areas. As the General Manager, Mr. Wang manages and participates in all aspects of the company’s real estate asset investment in the US, and provides comprehensive financing solutions across the capital structure and risk spectrum. Prior to this role, from October 2011 to February 2020, Mr. Wang served as a vice president and a senior manager of the Bank of China USA in New York where his main responsibilities pertained to corporate banking and financial institutions. Mr. Wang earned a bachelor’s degree in Business Administration from Dowling College, and a bachelor’s degree in Music Management from Shandong Normal University.
Xin (“Warren”) Wang, 48 [Resigned 3/20/23]
Independent Director
Since March 2020, Mr. Wang is Chairman and Chief Executive Officer of Genesis Medtech Corporation (“Genesis”), headquartered in Singapore. Genesis is a fully integrated medtech platform in China, with activities ranging from product development and innovation, manufacturing to distribution. Prior to setting up Genesis, from June 2012 to March 2020, Mr. Wang was Senior Vice President and President, for Asia Pacific, for Boston Scientific, and a member of its Executive Committee. Throughout his 8 years in Boston Scientific, Mr. Wang laid a strong foundation for sustainable business expansion and built a strong, diversified and high performing team that achieved strong growth in Asia Pacific region. Prior to Boston Scientific, he was with Johnson & Johnson for 11 years where he held successively senior roles based in the US, culminating in his appointment as vice president of the medical device business in China. Mr. Wang started his career with British Petroleum. With more than two decades of experience as a senior executive and business development strategist in the med-tech industry, Mr. Wang has a wealth of expertise in developing new business collaborations. He is passionate about championing meaningful innovations that can have a measurable impact on patients’ lives. Throughout his career, Mr. Wang has focused on driving change in the med-tech industry, whilst providing business partners with opportunities to make an impact. Mr. Wang earned an MBA in Marketing and Finance from the University of Chicago, Booth School of Business, and a bachelor’s degree in Economics from the University of International Business and Economics in Beijing.
Joshua Gordon, 49 [Resigned 3/20/23]
Independent Director
Since 2018, Mr. Gordon has been serving as a managing member for Karma Mobility LLC, a telecommunications service provider. In 2005, Mr. Gordon founded and has been serving as the Chief Executive Officer of Red Pocket, Inc., a Mobile Virtual Network Operator (MVNO) business. Prior to Red Pocket, Inc., in 2005, Mr. Gordon co-founded and has been serving as a Member of the Board of the Democracy Council, a Los Angeles-based non-profit, non-partisan organization dedicated to strengthening democratic institutions around the world. In 2021, Mr. Gordon was a Tech Executive Leadership Initiative (TELI) Fellow at the Aspen Institute. He previously held executive positions at Verestar, Inc., an American Tower company (NYSE: AMT), Interpacket Networks, and Justice Telecom, and he was a Degree Fellow at the East-West Center in Honolulu, Hawaii. Mr. Gordon holds a Juris Doctor from Harvard Law School, a Master of Arts in Southeast Asian Studies from the University of Hawaii-Manoa, and a bachelor’s degree from Williams College.
James J. Long, 51 [Resigned 3/20/23]
Independent Director
Since 2005, Mr. Long has been serving as the Chairman and Chief Executive Officer of MDLand International Corp. (“MDLand”), a digital healthcare company based in New York City providing cloud-based technology solutions to medical practices and healthcare organizations since October 2005. From 1998 to 2005, Mr. Long was a Vice President/Consultant at JPMorgan Chase, responsible for the development and the support of applications for treasury services solutions. From 1995 to 1997, Mr. Long was a system engineer at Periphonic Corp. (acquired by Nortel Networks Inc.) to develop the first-generation natural language processing-based voice applications and was a principal engineer at Medical Systems for the federally-fund small business innovation research (“SBIR”) project. Mr. Long holds a Master of Science degree in Physics with a concentration in digital signal processing from the University of Wisconsin and a bachelor’s degree in Physics with a concentration in microcomputers from Sun Yat-Sen University.
Hanzhong (Han) Li, — [Appointed 3/20/23]
Independent Director
Dr. Li has more than two decades of investment, operational and management experience in biotechnology industry. Since February 2019, Dr. Li has served as the senior vice president for Corporate Development at Eureka Therapeutics, a clinical stage biotechnology company developing antibody-TCR T-Cell therapies for oncology treatment based in California. In this role, Dr. Li is responsible for a variety of initiatives on finance, corporate and business development for the company. Before joining Eureka, Dr. Li spent two years as the chief financial officer at Ascentage Pharma Group. Between 2010 and 2017, Dr. Li served as deputy director in the strategy and portfolio management group at Bayer Pharmaceuticals (FWB: BAYN), a German pharmaceutical company. Earlier in his career, Dr. Li served as an equity research analyst at Morgan Stanley, Suntrust Robinson Humphrey and Stanford Financial Group in New York, covering biotech and biopharmaceutical companies for the period between 2002 and 2009. He also worked as a research scientist at Genentech, Inc., where he served as lead inventor of three patents on novel cytokines. Dr. Li received his Ph.D. in Pharmacology from the Boston University School of Medicine and MBA from the Anderson School of Business at UCLA. Dr. Li is a director nominee of Inkstone SPAC.
James J. Long, 51 [Appointed 3/20/23]
Independent Director
Dr. Chen has served as managing director at You-Ci Management Consulting Co., Ltd., an investment company based in Pingtung, Taiwan, since 2015. Since 2018, Dr. Chen has been a director of New-shine Biomedical Co., Ltd., a Taiwanese biotechnology company of which he was also an investor. In 2019, he founded iDentist Business Space Co., Ltd., a provider of coworking and shared conferencing space provider in Pingtung, Taiwan. In 2021, Dr. Chen founded You-Cheng Internet Information Co., Ltd., an IT solution company based in Pingtung, and has served as its Chairman and CEO since then. As a dentist by training, Dr. Chen has been the chief dentist and manager of Sunshine Dental Clinic, in Pingtung, Taiwan since September 2015. From August 2012 to March 2014, Dr. Chen was a visiting dental specialist at Tainan Hospital, Ministry of Health and Welfare, Taiwan. Dr. Chen finished his residency at National Cheng Kung University Hospital, Taiwan, in July 2012, where he was a resident dentist for six years. Dr. Chen received his D.D.S. in Dentistry from China Medical University, Taiwan, in 2006. Dr. Li is a director nominee of Inkstone SPAC.
Kevin Vassily, — [Appointed 3/20/23]
Independent Director
Mr Vassily is a member of the board of directors of Denali Capital Acquisition Corp. (Nasdaq: DECA) since April 2022, and Feutune Light Acquisition Corp. (Nasaq: FLFV) since June 2022, two SPACs listed on Nasdaq. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc. (Nasdaq: IPW), an online hydroponic equipment retailer and supplier. Prior to joining iPower, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, Inc., a financial analytics company focused on the Asset Management industry. From March 2019 through Janurary 2020, he served as an advisor at Woodseer Global, a financial technology firm providing global dividend forecasts. From October 2018 through its acquisition in March 2020, Mr. Vassily served as an advisor at Go Capture (which was acquired by Deloitte China in 2020), where he was responsible for providing strategic, business development, and product development advisory services for the company’s emerging “Data as a Service” platform. Since February 2020, Mr. Vassily has served as a director of Zhongchao Inc. (Nasdaq: ZCMD), a provider of healthcare information, education and training services to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank/private equity firm focused on the “green” economy. From April 2015 through May 2018, Mr. Vassily served as an associate director of research at Keybanc Capital Markets Inc. From June 2010 to April 2015, he served as the director of research at Pacific Epoch, LLC (a wholly-owned subsidiary of Pacific Crest Securities LLC). From May 2007 to May 2010, he served as the Asia Technology business development representative and as a senior analyst at Pacific Crest Securities. From July 2003 to September 2006, he served as senior research analyst in the semiconductor technology group at Susquehanna International Group, LLP. From September 2001 to June 2003, Mr. Vassily served as the vice president and senior research analyst for semiconductor capital equipment at Thomas Weisel Partners Group, Inc. Mr. Vassily began his career on Wall Street in August 1998, as a research associate covering the semiconductor industry at Lehman Brothers. He holds a B.A. in liberal arts from Denison University and an M.B.A. from the Tuck School of Business at Dartmouth College. Mr. Vassily is a director nominee of Tungray Technologies Inc., a Singapore-based manufacturing solution company seeking Nasdaq listing, and a director of Fortune Joy International Acquisition Corporation and of Inkstone SPAC.
