At the Extraordinary General Meeting, shareholders of Aimfinity, or the Aimfinity shareholders, will be asked to consider and vote upon the following proposals:

1.      approval of the Reincorporation Merger by special resolutions, which AIMA refers to as the “Reincorporation Merger Proposal” or “Proposal No. 1;”

2.      approval of the Acquisition Merger by ordinary resolutions, which AIMA refers to as the “Acquisition Merger Proposal” or “Proposal No. 2;”

4.      approval of the PubCo Charter Proposal by special resolutions, which AIMA refers to as the “PubCo Charter Proposal” or “Proposal No. 3;” and

5.      approval by ordinary resolutions, to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which AIMA refers to as the “Adjournment Proposal” or “Proposal No. 4” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, and the PubCo Charter Proposal, the “Proposals.”

If the Aimfinity shareholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal:

(i)     immediately prior to the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), each issued and outstanding unit of AIMA (each an “AIMA Unit”) will automatically separate into one Class 1 warrant of AIMA (each an “AIMA Class 1 Warrant”) and one new unit of AIMA (each an “AIMA New Unit”) (the “Separation of AIMA Units”);

(ii)    upon the Separation of AIMA Units, each issued and outstanding AIMA New Unit (except for Class 2 warrants of AIMA (each an “AIMA Class 2 Warrant”) attached to Class A ordinary shares of AIMA (each an “AIMA Class A Ordinary Share”) that are redeemed prior to the Reincorporation Effective Time, which AIMA Class 2 Warrant will expire upon such redemption) will automatically separate into one AIMA Class A Ordinary Share and one-half of one AIMA Class 2 Warrant;

(iii)   at the Reincorporation Merger Effective Time, each issued and outstanding AIMA Class A Ordinary Share and each issued and outstanding Class B ordinary share of AIMA (each an “AIMA Class B Ordinary Share”, together with all AIMA Class A Ordinary Shares, the “AIMA Ordinary Shares”) will be converted automatically into one PubCo Ordinary Share; and

(iv)   at the Reincorporation Merger Effective Time, each issued and outstanding AIMA Class 1 Warrant and each issued and outstanding AIMA Class 2 Warrant shall be converted automatically into one redeemable warrant of PubCo, exercisable for one PubCo Ordinary Share at an exercise price of $11.50 (each a “PubCo Warrant”).

As provided in the Merger Agreement, the parties shall use reasonable efforts to obtain any form of debt or equity investment in such amounts and on such terms mutually agreed between Aimfinity and Docter in connection with the Business Combination (the “Transaction Financing”).

On October 16, 2024, AIMA, PubCo and Family Inheritance Consulting (H.K.) Limited, a Hong Kong registered entity (“Investor”), entered into a certain backstop agreement (the “Backstop Agreement”) in connection with the Business Combination, pursuant to which, the Investor agrees to purchase, at the request of AIMA, AIMA Class A Ordinary Shares, at a price of $10.00 per share in the aggregated purchase price (the “Purchase Price”) no less than the minimum amount of cash (the “Commitment”) resulting in the net tangible assets of the PubCo upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its AIMA’s amended and restated memorandum and articles of association effective at the time (the “Redemption Requests”), if and only if the Company reasonably believes that redemptions by public shareholders (“AIMA Public Shareholders” or “Public Shareholders”) of the Company in connection with the Business Combination will result in the net tangible assets of the PubCo upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests. In connection with such purchase, the Investor waives redemption rights associated with the purchased shares, and shall receive the same numbers of PubCo Ordinary Shares, upon the closing of the Business Combination. The arrangements (the “Backstop Arrangements”) provided under the Backstop Agreement constitutes Transaction Financing under the Merger Agreement.

own 100,000 AIMA Class B Ordinary Shares. The AIMA Class B Ordinary Shares that Mr. Chang and Mr. Tian beneficially own would become worthless if Aimfinity does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares, without any separate consideration provided by Aimfinity for such waiver. Such AIMA Class B Ordinary Shares held by the Sponsor have an aggregate market value of approximately $20.14 million, based on the closing price of AIMA New Units on the Record Date, resulting in a theoretical gain of $20.12 million (or $11.88 per share). Additionally, Mr. Chang has a pre-existing personal relationship with Mr. Huang, the CEO of Docter. Mr. Chang is not entitled to additional compensation or economic interests from Aimfinity or Docter for such introduction or for the completion of the Business Combination, see “Background of the Business Combination — Timeline of the Business Combination” on page 110 for more details.

The Aimfinity Board has approved the Merger Agreement and the Business Combination, and unanimously recommends that Aimfinity shareholders vote “FOR” approval of each of the Proposals. When you consider the recommendation of Aimfinity Board of these Proposals, you should keep in mind that Aimfinity’s directors a d officers have interests in the Business Combination that may conflict with or differ from your interests as a shareholder. See the section titled “Proposal No. 2: The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

For a discussion the factors the Aimfinity Board considered, including and in addition to the interests disclosed above, see section entitled “Proposal No. 2: The Acquisition Merger Proposal — Basis for the Recommendation of Aimfinity’s Board of Directors”, including the Fairness Opinion provided by Newbridge Securities Corporation, as of January 29, 2025, see section entitled “Proposal No. 2: The Acquisition Merger Proposal — Basis for the Recommendation of Aimfinity’s Board of Directors — Basis for the Recommendation of Aimfinity’s Board of Directors — Fairness Opinion”.

Pursuant to the terms of the Sponsor Support Agreement, dated October 13, 2023, as well as the Letter Agreement, dated April 25, 2022, the Sponsor, its former member Imperii Strategies LLC, as holder of certain AIMA Class A Ordinary Shares and Class B Ordinary Shares, have agreed to vote all their respective AIMA Class A Ordinary Shares and Class B Ordinary Shares in favor of each of the proposals described in the accompanying proxy statement/prospectus, including the approval and adoption of the Merger Agreement and the Business Combination. As a result of such agreements, assuming all Public Shareholders as of the Record Date and entitled to vote at the Extraordinary General Meeting be present in person or represented by proxy in order to hold the Extraordinary General Meeting cast their vote at the Extraordinary General Meeting, we do not need the affirmative vote of any of the holders of the AIMA Public Shares as of the record date to vote “for” to approve any of the proposals described in the accompanying proxy statement/prospectus. Likewise, assuming only quorum is reached at the Extraordinary General Meeting, representing a majority of the issued and outstanding AIMA Ordinary Shares as of the Record Date and entitled to vote at the Extraordinary General Meeting be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business, we also do not need the affirmative vote of any of the holders of the AIMA Public Shares held by the Public Shareholders as of the record date to approve any of the proposals described in the accompanying proxy statement/prospectus.

The board of the directors of Aimfinity (the “Aimfinity Board”) has fixed the close of business on February 25, 2025 (the “Record Date”) as the record date for determining Aimfinity shareholders entitled to receive notice of, and vote at, the Extraordinary General Meeting and any adjournment thereof. Only Aimfinity shareholders of record on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. The initial shareholders of Aimfinity, which include the Sponsor, certain former directors and officers of Aimfinity, and certain former affiliates of the Sponsor, which collectively own approximately 69.2% of AIMA Ordinary Shares as of the Record Date, have agreed to vote their AIMA Ordinary Shares in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the PubCo Charter Proposal and the Adjournment Proposal.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual attendance), please submit your proxy card without delay. The Aimfinity shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person (including by virtual attendance) if such shareholder subsequently chooses to attend the Extraordinary General Meeting.

On behalf of the Aimfinity Board, I thank you for your support and Aimfinity looks forward to the successful consummation of the Business Combination.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Aimfinity that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Aimfinity with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

Advantage Proxy, Inc.,

Toll-free at (877) 870-8565, email at ksmith@advantageproxy.com

If you would like to request documents, please do so no later than five business days prior to the meeting date, or no later than March 20, 2025, to receive them before the Extraordinary General Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Aimfinity and Docter. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither Aimfinity nor Docter has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus, references to:

•        “AIMA”, “Aimfinity”, “we”, “our” or “us” under any paragraph regarding Aimfinity Investment Corp. I are to Aimfinity Investment Corp. I, a Cayman Islands exempted company;

•        “AIMA Class A Ordinary Shares” are to Class A ordinary shares, par value $0.0001, of AIMA;

•        “AIMA Class B Ordinary Shares” are to Class B ordinary shares, par value $0.0001, of AIMA;

•        “AIMA Class 1 Warrants” are to Class 1 warrants of AIMA;

•        “AIMA Class 2 Warrant” are to Class 2 warrants of AIMA;

•        “AIMA Founder Shares” are to AIMA Class B Ordinary Shares;

•        “AIMA Initial Shareholders”, or “AIMA Insiders” are to the Sponsor, any director or officer of AIMA, any former director or officer of AIMA who holds AIMA Class B Ordinary Shares, and Imperii Strategies LLC, a former member of the Sponsor, and any affiliates of the foregoing;

•        “AIMA New Units” are to new units of AIMA, each consisted of one AIMA Class A Ordinary Share and one-half of one AIMA Class 2 Warrant, which were separable for trading on the Nasdaq Global Market from the AIMA Units at the option of the holders of such new units on or after June 14, 2022;

•        “AIMA Ordinary Shares” are to AIMA Class A Ordinary Shares and AIMA Class B Ordinary Shares, collectively;

•        “AIMA Private Placement Units” are to AIMA Units sold to the Sponsor in a private placement consummated simultaneously with the IPO;

•        “AIMA Public Shares” or “Public Shares” are to AIMA Class A Ordinary Shares held by any person other than an AIMA Initial Shareholder;

•        “AIMA Public Shareholders” or “Public Shareholders” are any holder of AIMA Public Shares;

•        “AIMA Units” are to units of AIMA, each consisting of one AIMA New Unit, and one AIMA Class 1 Warrant, with the AIMA New Unit and the AIMA Class 1 Warrant underlying each AIMA Unit subject to separate trading on the Nasdaq Global Market at the option of the holder of such AIMA Units on or after June 14, 2022;

•        “AIMA Warrants” are to AIMA Class 1 Warrants and AIMA Class 2 Warrants, collectively;

•        “Aimfinity Board” or “AIMA Board” are to the board of directors of Aimfinity;

•        “Business Combination”, “the Transaction”, or “this Transaction” are the mergers contemplated under the Merger Agreement;

•        “Cayman Islands Companies Act” or “Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

•        “Certificate of Merger” are to the statutory certificate of merger (including the amended certificate of incorporation thereof) to be filed with the Secretary of State of the State of Delaware;

•        “Closing Date” are to the date on which the Acquisition Merger is consummated;

•        “Combination Period” means the period of time to consummate an initial business combination by Aimfinity before March 28, 2025 (or up to October 28, 2025, if the additional eight available Current Monthly Extensions are exercised);

•        “Current Charter” means Aimfinity’s fourth amended and restated Memorandum and Articles of Association, effective on January 9, 2025;

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-284658) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to Aimfinity’s shareholders, (ii) the PubCo Warrants to holders of AIMA Warrants in exchange for the AIMA Warrants, and (iii) the PubCo Ordinary Shares to Docter’s shareholders, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Aimfinity’s shareholders will be asked to consider and vote upon the Proposals.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

Aimfinity is subject to the informational requirements of the Exchange Act, and is required to file reports, any proxy statements and other information with the SEC. You can read Aimfinity’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov. If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the Proposals to be presented at the Extraordinary General Meeting, you should contact our proxy solicitation agent at the following address and telephone number:

Advantage Proxy, Inc.

Toll-free at (877) 870-8565

or email at ksmith@advantageproxy.com

None of Aimfinity, PubCo, Merger Sub or Docter has authorized anyone to provide you with information that differs from that contained in this proxy statement/prospectus. You should not assume that the information contained in this proxy statement/prospectus is accurate as on any date other than the date of this proxy statement/prospectus, and neither the mailing of this proxy statement/prospectus to Aimfinity’s shareholders nor the consummation of the Business Combination shall create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

Docter does not have a class of equity securities registered under the Exchange Act and does not file reports or other information with the SEC.

If you are a shareholder of Aimfinity and would like to request documents, please do so by March 20, 2025, in order to receive them before the Extraordinary General Meeting. If you request any documents from AIMA, AIMA will mail them to you by first class mail, or another equally prompt means.

All information contained in this proxy statement/prospectus relating to Aimfinity, PubCo and Merger Sub has been supplied by Aimfinity, and all such information relating to Docter has been supplied by Docter. Information provided by either of Aimfinity or Docter does not constitute any representation, estimate or projection of the other party.

This document is a proxy statement/prospectus of Aimfinity for the Extraordinary General Meeting. AIMA has not authorized anyone to give any information or make any representation about the Business Combination, us or Docter that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Aimfinity and/or Docter and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Docter,” and “Business of Docter.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Aimfinity and Docter, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Aimfinity and the following:

•        expectations regarding Docter’s strategies and future financial performance, including Docter’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Docter’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Docter, Aimfinity and others following announcement of the Merger Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain Aimfinity’s shareholder or Docter’s stockholder approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of Docter as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of AIMA Ordinary Shares being greater than expected;

•        the management and board composition of PubCo following the proposed Business Combination;

•        the ability to list PubCo’s securities on Nasdaq;

•        limited liquidity and trading of Aimfinity’s and PubCo’s securities;

•        changes in applicable laws or regulations;

•        the possibility that Docter, PubCo and/or Aimfinity may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Docter’s resources;

•        fluctuations in exchange rates between the currency in which Docter typically does business and the United States dollar; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Aimfinity, Docter and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Docter, Aimfinity, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, Docter and Aimfinity undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

Q:     What is the purpose of this document?

A:     Aimfinity is proposing to consummate the Business Combination. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which are described in this proxy statement/prospectus. In addition, the Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Q:     What is being voted on at the Extraordinary General Meeting?

A:     Below are the Proposals that the Aimfinity’s shareholders are being asked to vote on:

•        Proposal No. 1 — The Reincorporation Merger Proposal to approve, by special resolutions, the Reincorporation Merger and the Plan of Merger;

•        Proposal No. 2 — The Acquisition Merger Proposal to approve, by ordinary resolutions, the Acquisition Merger and the Acquisition Certificate of Merger;

•        Proposal No. 3 — The PubCo Charter Proposal to approve, by special resolutions, each material difference between the Proposed PubCo Charter and the Current Charter; and

•        Proposal No. 4 — The Adjournment Proposal to approve, by ordinary resolutions, the adjournment of the Extraordinary General Meeting.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Reincorporation Merger Proposal and the PubCo Charter Proposal requires special resolutions under Cayman Islands law, being the affirmative vote of holders of at least two-third of the issued and outstanding AIMA Ordinary Shares, who being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of each of the Acquisition Merger Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of at least a majority of the issued and outstanding AIMA Ordinary Shares, who being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. However, there is no requirement under Cayman Islands law, the Current Charter or the Merger Agreement that any of the proposals shall be approved by a majority of the unaffiliated shareholders of Aimfinity. Abstentions and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on the vote for any of the Proposals as a matter of Cayman Islands law.

Q:     Are any of the proposals conditioned on one another?

A:     Yes. The Acquisition Merger Proposal is conditioned upon the approval of the Reincorporation Merger Proposal and vice versa. The PubCo Charter Proposal is also conditioned upon the approval of the Reincorporation Merger Proposal and vice versa. It is important for you to note that in the event that the Acquisition Merger Proposal is not approved, Aimfinity will not consummate the Business Combination. If Aimfinity does not consummate the Business Combination and fails to complete an initial business combination by March 28, 2025 (or up to October 28, 2025, if the additional seven available Current Monthly Extensions are exercised), Aimfinity will be required to liquidate and dissolve, unless AIMA seeks shareholder approval to amend its Current Charter to extend the date by which the Business Combination may be consummated.

Q:     Why does Aimfinity propose the Business Combination?

A:     Aimfinity was incorporated to consummate capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “initial business combination”) with one or more businesses.

Since 2016, Docter, along with its subsidiary, Horn, has been collaborating on the development of a non-invasive blood glucose monitoring technology, which, if ever completed and approved for commercialization, would alleviate the necessity for blood sampling. The Company develops health monitoring devices such as the DocterWatch and Docter iCare and employs the Docter Cloud platform technologies to facilitate health monitoring, vascular

elasticity tracking, and myocardial infarction prediction. Additionally, Docter recently developed biological radar wave technology to cater to those requiring health monitoring from home and people either living alone or of old age, providing them with a sense of security.

Based on review and assessment of Docter’s business and the industries in which it operates, including the financial and other information provided by Docter, the Aimfinity Board believes that the Business Combination with Docter is in the best interests of Aimfinity and presents an opportunity to increase stockholder equity value. However, there can be no assurances of this. Although the Aimfinity Board believes that the Business Combination with Docter presents a unique business combination opportunity and is in the best interests of Aimfinity, the Aimfinity Board did consider certain potentially material negative factors in arriving at that conclusion. See “Proposal No. 2: The Acquisition Merger Proposal — Aimfinity’s Board of Directors’ Reasons for Approving the Business Combination” for a discussion of the factors considered by the Aimfinity Board in making its decision.

Q:     Did the Aimfinity Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     The Aimfinity Board has obtained a fairness opinion from Newbridge Securities Corporation, dated October 12, 2023 (the “Fairness Opinion”). The Fairness Opinion was updated by Newbridge Securities Corporation on January 29, 2025 (the “Updated Fairness Opinion”), at the request of the Aimfinity Board. Except the Updated Fairness Opinion, the Board will not obtain an additional updated fairness opinion prior to the Closing. The operations and prospects of Docter, general market and economic conditions, and other factors that may be beyond the control of Aimfinity and Docter, and on which the Fairness Opinion was based, may alter the value of Aimfinity or Docter or the price of Aimfinity’s securities by the time the Business Combination is completed. The Fairness Opinion does not speak to any date other than the date of such opinion. For a description of the opinion, see “Proposal No. 2: The Acquisition Merger Proposal — Basis for the Recommendation of Aimfinity’s Board of Directors — Fairness Opinion.”

Q:     What will happen in the Business Combination?

A:     At the closing of the Reincorporation Merger, Aimfinity will merge with and into PubCo with PubCo as the surviving publicly traded entity. At the closing of the Acquisition Merger, Merger Sub, a wholly-owned subsidiary of PubCo and Delaware corporation, will be merged with and into Docter, with Docter surviving such merger as the surviving entity. Upon consummation of the Business Combination, Docter will become a wholly-owned subsidiary of PubCo. As a result of the Transaction, as of the end of the day immediately preceding the Closing, PubCo is expected to become a U.S. corporation for U.S. federal income tax purposes by reason of 7874(b) of the Code, in a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, pursuant to Treasury Regulations issued pursuant to the Code. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by AIMA Public Shareholders will be used to pay deferred underwriting fee in connection with Aimfinity’s IPO, certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     Is there any financing in connection with the Business Combination?

A:     As provided in the Merger Agreement, Aimfinity and Docter shall use reasonable efforts to obtain Transaction Financing on the terms mutually agreed to by the parties. We do not expect Aimfinity’s Initial Shareholders, including the Sponsor, to participate in the Transaction Financing.

On October 16, 2024, AIMA, PubCo and Family Inheritance Consulting (H.K.) Limited, a Hong Kong registered entity (“Investor”), entered into a certain backstop agreement (the “Backstop Agreement”) in connection with the Business Combination, pursuant to which, the Investor agrees to purchase, at the request of AIMA, AIMA Class A Ordinary Shares, at a price of $10.00 per share in the aggregated purchase price (the “Purchase Price”) no less than the minimum amount of cash (the “Commitment”) resulting in the net tangible assets of the PubCo upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its AIMA’s amended and restated memorandum and articles of association effective at the time (the “Redemption Requests”), if and only if the Company reasonably believes

that redemptions by AIMA Public Shareholders of the Company in connection with the Business Combination will result in the net tangible assets of the PubCo upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests. In connection with such purchase, the Investor waives redemption rights associated with the purchased shares, and shall receive the same numbers of PubCo Ordinary Shares, upon the closing of the Business Combination. The arrangements (the “Backstop Arrangements”) provided under the Backstop Agreement constitutes Transaction Financing under the Merger Agreement.

As a result of the Backstop Arrangements, as long as the share purchases by the Investor contemplated by the Backstop Arrangement close immediately prior to the Closing, Aimfinity will be able to satisfy the closing condition for net tangible asset, even if all of the AIMA Public Shares are redeemed by the Public Shareholders.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the AIMA Public Shareholders own approximately 55.4% of Aimfinity’s issued and outstanding ordinary shares. Upon the consummation of the Business Combination, giving effect to (i) the issuance of the 6,000,000 PubCo Ordinary Shares in the Acquisition Merger to the Docter shareholders; (ii) the issuance of up to 1,116,476 PubCo Ordinary Shares to the Aimfinity shareholders in connection with the Reincorporation Merger (assuming there is no redemption); (iii) the issuance of 30,000 PubCo Ordinary Shares to the current three independent directors of Aimfinity as provided in the Merger Agreement; (iv) assuming no exercise of the PubCo Warrants; (v) assuming no conversion of the Extension Notes or working capital loans by the Sponsor or its designee; (vi) without taking into account the issuance of up to 2,500,000 Earnout Shares, the AIMA Public Shareholders will own approximately 11.6% of the issued share capital of PubCo. You may experience different dilution as a result of the redemption in connection with the Business Combination. Please refer to page x for the detailed redemption table for the source of the dilution and the respective amount.

Q:     What is the redemption scenario accompanying the Business Combination and what shall be the relative equity stakes of AIMA shareholders, and the Sellers in PubCo upon completion of the Business Combination?

A:     Upon consummation of the Business Combination, PubCo shall become a new public company and the former security holders of AIMA and Docter shall all become security holders of PubCo.

The equity stake held by holders of non-redeeming AIMA Public Shareholders, Docter Stockholders, and the AIMA Initial Shareholders in PubCo immediately following consummation of the Business Combination will depend on the number of redemptions from the Trust Account by AIMA Public Shareholders at the Closing as well as various other factors, as described in the assumptions set forth below. Approximate equity stakes for each of these stockholder groups upon consummation of the Business Combination and any Transaction Financing, and their corresponding approximate collective voting power in PubCo, are set forth in the table below in respect of three redemption scenarios: (1) “Scenario A,” in which there are no redemptions of the AIMA Public Shares; (2) “Scenario B,” in which 25% of the AIMA Public Shares as of the date of this proxy statement/prospectus are redeemed; (3) “Scenario C,” in which 75% of the AIMA Public Shares as of the date of this proxy statement/prospectus are redeemed; and (4) “Scenario D,” in which there are maximum redemptions from the Trust Account. For further information on what constitutes a “maximum redemptions” scenario, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” All else being equal, if any AIMA Public Shareholders exercise their redemption rights, then the percentage of PubCo Ordinary Shares held collectively by all non-redeeming AIMA Public Shareholders and accordingly, the AIMA Initial Shareholders will decrease and the percentage of PubCo Ordinary Shares held collectively by the investors in the Transaction Financing, Docter Stockholders, will increase, in each case, relative to the percentage held if no AIMA Public Shares are redeemed.

AIMA consummated its initial public offering on April 28, 2022, with 8,050,000 AIMA Units sold. On July 27, 2023, certain Public Shareholders tendered their AIMA New Units for redemptions in connection with an extraordinary general meeting of Aimfinity (the “First EGM”), 4,076,118 AIMA New Units and their individual components, including AIMA Class A Ordinary Shares and AIMA Class 2 Warrants were cancelled. On April 23, 2024, certain Public Shareholders tendered their AIMA New Units for redemptions in connection with another extraordinary general meeting of Aimfinity (the “Second EGM”), 860,884 AIMA New Units and their

individual components, including AIMA Class A Ordinary Shares and AIMA Class 2 Warrants were cancelled. On January 9, 2025, certain Public Shareholders tendered their AIMA New Units for redemptions in connection with an extraordinary general meeting of Aimfinity (the “Third EGM”, together with the First EGM and Second EGM, “Extension Meetings”), 1,996,522 AIMA New Units and their individual components, including AIMA Class A Ordinary Shares and AIMA Class 2 Warrants were cancelled. Following the Extension Meetings, 1,116,476 AIMA Public Shares were issued and outstanding as the date of this proxy statement/prospectus. The table set forth below also states the anticipated pro forma equity value of PubCo for each of the scenarios described above. These pro forma equity values reflect a PubCo Per Share Price of $0.42, which was in part based on the assumed redemption price of $11.24 per share as of June 30, 2024 in accordance with the trust asset value as of that date, without assuming any interests accrued and extension fees deposited since that date. The PubCo Per Share Price is $10.00, as agreed by the parties in the Merger Agreement. The number of Public Shares redeemed by Public Shareholders with cash from the Trust Account at the Closing is not, all else being equal, expected to materially affect the equity value per share of Public Shares held by non-redeeming Public Shareholders as at the time immediately following the Closing, as each redemption will result in (x) the cancellation of one Public Share, and (y) the payment of approximately $11.24 per share to the redeeming Public Stockholder (based on funds available in the Trust Account as of June 30, 2024, provided that the redemption price as of Closing will be higher than the redemption price as of June 30, 2024 after taking into account the interest accrued and extension fees deposited since that date) and, accordingly, such funds will not be available to the PubCo or reflected in its financial statements following the Closing. You should note, however, that the level of redemptions of Public Shares from our Trust Account may affect the market price for PubCo Ordinary Shares following the Closing in ways which we cannot predict. For further information, please refer to the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Aimfinity and the Business Combination — There is no guarantee that a shareholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.”

The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public shareholders could experience in connection with the closing of the Business Combination. The table below assumes: Scenario A) none of our public shares are redeemed, Scenario B) 25% of our public shares are redeemed, Scenario C) 50% of our public shares are redeemed, and Scenario D) 100% of our public shares are redeemed.

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*        The pro forma net tangible book value per share, as adjusted is calculated as follows.

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(1)      As of the date of this proxy statement/prospectus, there are 1,116,476 AIMA Public Shares issued and outstanding that are subject to redemption.

(2)      The numbers set forth in this column assume no AIMA Public Shares are redeemed.

(3)      The numbers set forth in this column assume that 279,119 AIMA Public Shares, or approximately 25% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(4)      The numbers set forth in this column assume that 837,357 AIMA Public Shares, or approximately 75% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(5)      The numbers set forth in this column assume that all issued and outstanding AIMA Public Shares are redeemed.

(6)      All voting power percentage in this table are approximate and have been rounded to two decimal places.

(7)      AIMA Initial Shareholders’ equity interests following the Business Combination include PubCo Ordinary Shares in exchange for an aggregate of 2,504,500 AIMA Ordinary Shares held by the AIMA Initial Shareholders.

(8)      Includes PubCo Ordinary Shares in exchange for: 1,688,500 AIMA Class B Ordinary Shares held by the Sponsor, 40,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, dated March 16, 2023.

(9)      Includes PubCo Ordinary Shares in exchange for: 492,000 AIMA Class A Ordinary Shares underlying the AIMA Private Placement Units and 280,000 AIMA Class B Ordinary Shares held by Imperii Strategies LLC, a former member of the Sponsor, for the benefits for itself and two other former members of the Sponsor, pursuant to certain distribution arrangements by the Sponsor to its then members on March 16, 2023.

(10)    Includes PubCo Ordinary Shares in exchange for: 10,000 AIMA Class B Ordinary Shares held by the former director and excludes 10,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and the former director, dated March 16, 2023.

(11)    Includes PubCo Ordinary Shares exchanged for 100% issued and outstanding shares of Docter stock at $10.00 per share.

(12)    Pursuant to the Merger Agreement, each then serving independent directors of Aimfinity shall receive 10,000 PubCo Ordinary Shares upon Closing.

(13)    Pursuant to a certain engagement letter, by and between Docter and Henry Guo, as exclusive financial advisor, dated December 22, 2024, Henry Guo shall receive 20,000 PubCo Ordinary Shares upon Closing.

(14)    Includes PubCo Ordinary Shares in exchange for 1,039,033 and 1,377,617 AIMA Ordinary Shares held by the Backstop Shareholder under Scenario C-75% Redemption and Scenario D — Maximum Redemption, respectively. Pursuant to the Backstop Agreement, the Investor agrees to purchase, at the request of AIMA, AIMA Class A Ordinary Shares, at a price of $10.00 per share in the aggregated Purchase Price no less than the minimum amount of cash resulting in the net tangible assets of the PubCo upon the closing of the Business Combination being no less than $5,000,001 in accordance with the

requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its AIMA’s amended and restated memorandum and articles of association effective at the time (the “Redemption Requests”), if and only if the Company reasonably believes that redemptions by public shareholders (“AIMA Public Shareholders” or “Public Shareholders”) of the Company in connection with the Business Combination will result in the net tangible assets of the PubCo upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests.

(15)    Pro forma equity value shown at $10.00 per share in the different scenarios, excluding effect of any potential sources of dilution as set forth in the table, which are subject to certain conditions being satisfied, as set forth in this section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement.” See also “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the different scenarios.

In addition to the Immediate Dilution Upon the Closing to non-redeeming AIMA Public Shareholders, they will experience additional dilution to the extent PubCo issues additional shares after the Merger Closing. To illustrate, the table below shows material probable transactions or source of dilution and the extent of such dilution that non-redeeming AIMA Public Shareholders will experience following the closing of the Transaction (the “Additional Dilution After the Closing”), which we have assumed:

(i)     The issuance of 9,571,238 PubCo Ordinary Shares upon exercise of PubCo Warrants (in aggregate, the “PubCo Warrant Shares”) including 8,050,000 AIMA Class 1 Warrants held by AIMA Public Shareholders, an amount of AIMA Class 2 Warrants that is equal to half of the number of issued and outstanding AIMA Public Shares not redeemed under the scenario set forth in this column, 492,000 AIMA Class 1 Warrants and 246,000 AIMA Class 2 Warrants underlying the AIMA Private Placement Units held by Imperii Strategies, and up to 150,000 AIMA Class 1 Warrants and 75,000 AIMA Class 2 Warrants underlying such 150,000 AIMA Private Placement Units converted from any working capital loans,

(ii)    The issuance 150,000 PubCo Ordinary Shares upon conversion of working capital loans or Monthly Extension Payments to Aimfinity into 150,000 AIMA Private Placement Units, at a price of $10.00 per AIMA Private Placement Unit.

(iii)   The issuance of 2,500,000 PubCo Ordinary to Docter Stockholders as follows: (i) 1,000,000 PubCo Ordinary Shares in aggregate will be issued to the Docter stockholders if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2024 as reflected in PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared in accordance with the U.S. GAAP as filed with the SEC; and (ii) 1,500,000 PubCo Ordinary Shares in aggregate will be issued to the Docter stockholders if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2025 as reflected in PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP as filed with the SEC,

(iv)   Exclusion of issuance in connection with any potential Transaction Financing, and

(v)    No additional issuance of AIMA Ordinary Shares or PubCo Ordinary Shares prior to or upon the Closing.

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*        The pro forma net tangible book value per share, as adjusted is calculated as follows.

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(1)      As of the date of this proxy statement/prospectus, there are 1,116,476 AIMA Public Shares issued and outstanding that are subject to redemption.

(2)      The numbers set forth in this column assume no AIMA Public Shares are redeemed.

(3)      The numbers set forth in this column assume that 279,119 AIMA Public Shares, or approximately 25% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(4)      The numbers set forth in this column assume that 837,357 AIMA Public Shares, or approximately 75% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(5)      The numbers set forth in this column assume that all issued and outstanding AIMA Public Shares are redeemed.

(6)      All voting power percentage in this table are approximate and have been rounded to two decimal places.

(7)      AIMA Initial Shareholders’ equity interests following the Business Combination include PubCo Ordinary Shares in exchange for an aggregate of 2,504,500 AIMA Ordinary Shares held by the AIMA Initial Shareholders.

(8)      Includes PubCo Ordinary Shares in exchange for: 1,688,500 AIMA Class B Ordinary Shares held by the Sponsor, 40,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, dated March 16, 2023.

(9)      Includes PubCo Ordinary Shares in exchange for: 492,000 AIMA Class A Ordinary Shares underlying the AIMA Private Placement Units and 280,000 AIMA Class B Ordinary Shares held by Imperii Strategies LLC, a former member of the Sponsor, for the benefits for itself and two other former members of the Sponsor, pursuant to certain distribution arrangements by the Sponsor to its then members on March 16, 2023.

(10)    Includes PubCo Ordinary Shares in exchange for: 10,000 AIMA Class B Ordinary Shares held by the former director and excludes 10,000 AIMA Class B Ordinary Shares that are in the process of being transferred from certain former directors and officers of AIMA to the Sponsor pursuant to certain share repurchase agreement between the Sponsor and the former director, dated March 16, 2023.

(11)    Includes PubCo Ordinary Shares exchanged for 100% issued and outstanding shares of Docter stock at $10.00 per share.

(12)    Pursuant to the Merger Agreement, each then serving independent directors of Aimfinity shall receive 10,000 PubCo Ordinary Shares upon Closing.

(13)    Pursuant to a certain engagement letter, by and between Docter and Henry Guo, as exclusive financial advisor, dated December 22, 2024, Henry Guo shall receive 20,000 PubCo Ordinary Shares upon the consummation of the Business Combination (the “Closing”).

(14)    Includes PubCo Ordinary Shares in exchange for 1,039,033 and 1,377,617 AIMA Ordinary Shares held by the Backstop Shareholder under Scenario C-75% Redemption and Scenario D — Maximum Redemption, respectively. Pursuant to the Backstop Agreement, the Investor agrees to purchase, at the request of AIMA, AIMA Class A Ordinary Shares, at a price of $10.00 per share in the aggregated Purchase Price no less than the minimum amount of cash resulting in the net tangible assets of the PubCo upon the closing of the Business Combination being no less than $5,000,001 in accordance with the requests of the redemption that it has received in connection with the Business Combination immediately prior to the cut-off time to accept redemption request as set forth in its AIMA’s amended and restated memorandum and articles of association effective at the time (the “Redemption Requests”), if and only if the Company reasonably believes that redemptions by public shareholders (“AIMA Public Shareholders” or “Public Shareholders”) of the Company in connection with the Business Combination will result in the net tangible assets of the PubCo upon the closing of the Business Combination being less than $5,000,001 based on the Redemption Requests.

(15)    Includes such number of PubCo shares that are issuable on a one-for-one basis from such numbers of PubCo warrants to be issued following the Business Combination in exchange for: 8,050,000 AIMA Class 1 Warrants held by AIMA Public Shareholders, an amount of AIMA Class 2 Warrants that is equal to half of the number of issued and outstanding AIMA Public Shares not redeemed under the scenario set forth in this column, 492,000 AIMA Class 1 Warrants and 246,000 AIMA Class 2 Warrants underlying the AIMA Private Placement Units held by Imperii Strategies.

(16)    Under the IPO Prospectus of Aimfinity, the holders of any promissory notes issued by Aimfinity in connection with such holders’ provision of any working capital loans or Monthly Extension Payments to Aimfinity may choose to convert such notes into up to 150,000 AIMA Private Placement Units, at a price of $10.00 per AIMA Private Placement Unit. This scenario assumes full conversion of up to 150,000 AIMA Private Placement Units by such holders.

(17)    Includes such number of PubCo shares that are issuable on a one-for-one basis from such numbers of PubCo warrants to be issued following the Business Combination in exchange for up to 150,000 AIMA Class 1 Warrants and 75,000 AIMA Class 2 Warrants underlying such 150,000 AIMA Private Placement Units converted from any working capital loans.

(18)    Pursuant to the Merger Agreement, in addition to the Closing Payment Shares, the Docter Stockholders may be entitled to receive Earnout Shares as follows: (i) 1,000,000 PubCo Ordinary Shares in aggregate will be issued to the Docter stockholders if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2024 as reflected in PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared in accordance with the U.S. GAAP as filed with the SEC; and (ii) 1,500,000 PubCo Ordinary Shares in aggregate will be issued to the Docter stockholders if and only if PubCo completes sales of at least 40,000 Devices during fiscal year 2025 as reflected in PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP as filed with the SEC.

(19)     Pro forma equity value shown at $10.00 per share in the different scenarios, excluding effect of any potential sources of dilution as set forth in the table, which are subject to certain conditions being satisfied, as set forth in this section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement.” See also “Unaudited Pro Forma Condensed Combined Financial Information” for pro forma book value in the different scenarios.

In addition to the material probable transactions or sources of dilutions discussed above, we note that there are possible other sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the Closing of the Business Combination may be uncertain, due to the uncertainty associated with the occurrence or the amount of securities that may be issued pursuant to such occurrence, including arising from any Ordinary Shares, preferred shares or debt securities of PubCo or AIMA that may be issued to third parties pursuant to any Transaction Financing in connection with the Business Combination, For further discussions on potential sources of dilutions and potential risks associated thereof, see the sections entitled

“Risk Factors — Aimfinity shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Aimfinity’s current shareholders have on the management of PubCo.”, “Risk Factors — The conversion of any working capital loans or extension loans into working capital units or extension units may result in significant dilution to AIMA Public Shares.” and “Will I experience dilution as a result of the Business Combination.” on page 58, and ix respectively.

Q:     How will the effective rate of underwriting discounts and commissions paid on capital raised in Aimfinity’s initial public offering and retained after the Business Combination be affected by redemptions?

A:      Aimfinity sold 8,050,000 shares of AIMA Units in its IPO, with investors paying $10.00 per AIMA Unit, representing gross initial public offering proceeds of $80,500,000. The underwriters in the initial public offering received $1,610,000 upon completion of the initial public offering and will receive an additional $2,817,500 upon consummation of the Business Combination, resulting in a 5.5% rate of underwriting discounts and commissions, which represents the underwriters’ total underwriting discounts and commissions as a percentage of gross initial public offering proceeds. As a result of redemption requests by AIMA Public Shareholders in connection with the Extension Meetings, 6,933,524 AIMA Public Shares were redeemed and cancelled, resulting in 1,116,476 AIMA Public Shares issued and outstanding as the date of this proxy statement/prospectus. To the extent there are further redemptions, the effective rate of underwriting discounts and commissions paid by Aimfinity and borne indirectly by its non-redeeming shareholders will be higher after taking into account proceeds used to redeem the shares of redeeming shareholders.

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(1)      As of the date of this proxy statement/prospectus, there are 1,116,476 AIMA Public Shares issued and outstanding that are subject to redemption. The numbers set forth in this column assume no AIMA Public Shares are redeemed.

(2)      The numbers set forth in this column assume that 279,119 AIMA Public Shares, or approximately 25% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(3)      The numbers set forth in this column assume that 837,357 AIMA Public Shares, or approximately 75% of 1,116,476 AIMA Public Shares are redeemed at $12.13 per share.

(4)      The numbers set forth in this column assume that all issued and outstanding AIMA Public Shares are redeemed.  

(5)      Numbers do not reflect the interests accrued on Trust Account, and assume further redemption at a per-share price of $11.24 per share, the redemption price of June 30, 2024.

(6)      On July 27, 2023, as a result of redemption requests by AIMA Public Shareholders in connection with the First EGM, 4,076,118 AIMA Public Shares were redeemed and cancelled at a redemption price of $10.48 per share. In addition, on April 23, 2024, 860,884 AIMA Public Shares were redeemed and cancelled in connection with the Second EGM and at a redemption price of $11.25 per share. In addition, on January 9, 2025, 1,996,522 AIMA Public Shares were redeemed and cancelled in connection with the Third EGM and at a redemption price of $11.91 per share. As a result, 1,116,476 AIMA Public Shares were issued and outstanding as of the date of this proxy statement/prospectus.

Q:     What will PubCo’s share structure be following the Business Combination?

A:     As opposed to Aimfinity’s dual-class structure, PubCo will have a single-class structure, merging all the AIMA Class A Ordinary Shares and AIMA Class B Ordinary Shares as PubCo Ordinary Share. Each PubCo Ordinary Share shall be entitled to one vote on all matters subject to vote at general meetings of the post-Business Combination company.

Q:     What is the consideration being paid to the Docter Stockholders?

A:     The aggregate consideration for the Business Combination is $60,000,000, payable in the form of 6,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share to the Docter Stockholders. Additionally, up to an additional 2,500,000 PubCo Ordinary Shares (each an “Earnout Share”) may be issued to the Docter

Stockholders as contingent post-closing earnout consideration if PubCo achieves certain sales requirements for each of the fiscal years 2025 and 2026. See the section entitled “Proposal No. 2: The Acquisition Merger Proposal — General Description of the Acquisition Merger — Earnout Share Consideration”.

Q:     What are the Earnout Shares?

A:     Up to an additional 2,500,000 PubCo Ordinary Shares may be issued to the Docter Stockholders as contingent post-closing Earnout Shares as follows: (i) 1,000,000 Earnout Shares in aggregate will be issued to the Docter Stockholders if and only if PubCo completes sales of at least 30,000 Devices (as defined in the Merger Agreement) during fiscal year 2025 as reflected in its audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with the U.S. GAAP as filed with the SEC; and (ii) 1,500,000 Earnout Shares will be issued to each Docter Stockholders on a pro rata basis 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 for the fiscal year ending December 31, 2026 prepared in accordance with U.S. GAAP as filed with the SEC.

Q:    What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

•        the effectiveness of this Form F-4 and the absence of any issued or pending stop order by the SEC;
approval of the proposals by the AIMA shareholders;

•        approval of the Business Combination and Merger Agreement by the Docter Stockholders as required;

•        the accuracy of certain representations and warranties made by the parties, except (subject to certain exceptions) where the failure of such representations and warranties to be accurate would not reasonably be expected to have a Material Adverse Effect;

•        receipt of approval for PubCo Ordinary Shares to be listed on the Nasdaq, subject only to official notice of issuance thereof, and PubCo shall continue to satisfy initial and continuing listing requirements of Nasdaq;

•        no governmental order, statute, rule or regulation having been enacted or promulgated enjoining or prohibiting the consummation of the Business Combination;

•        no court order or injunction enjoining or restricting the consummation of the Business Combination arising from litigations or proceedings brought by third parties;

•        the net tangible assets of PubCo upon the consummation with the Business Combination no less than $5,000,001;

•        performance and compliance with all material respects of the Merger Agreement applicable to each party, respectively;

•        material compliance with pre-closing covenants;

•        the Key Personnel (as defined in the Merger Agreement) of Docter having entered into employment agreements agreed by the parties; and

•        Aimfinity having received a duly executed opinion or report from the Taiwanese Counsel of Docter concerning Docter’s compliance with Taiwanese Law in form and substance reasonably satisfactory to Aimfinity.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 2: The Acquisition Merger Proposal — Conditions to Closing.”

Q:     Do any of Aimfinity’s directors, officers or the Sponsor have interests that may conflict with my interests with respect to the Business Combination?

A:     When you consider the recommendation of the board of directors of Aimfinity in favor of adoption of the Acquisition Merger Proposal and the other Proposals, you should keep in mind that Aimfinity’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including the following:

•        If an initial business combination is not completed by March 28, 2025 (or up to October 28, 2025, if the additional seven available Current Monthly Extensions are exercised) (the “Combination Period”), whether with Docter or with any other entity, Aimfinity will be required to liquidate and dissolve. In such an event, 2,012,500 AIMA Founder Shares and 492,000 AIMA Private Placement Units will be worthless. The AIMA Founder Shares were originally acquired by certain Aimfinity’s Initial Shareholders prior to the IPO for an aggregate purchase price of $25,000. AIMA Private Placement Units were acquired by the Sponsor in connection with the IPO for an aggregate purchase price of $4,920,000. On March 17, 2023, the Sponsor distributed 280,000 AIMA Founder Shares and 492,000 AIMA Private Placement Units to its then existing members and repurchased 30,000 AIMA Founder Shares from the former director of Aimfinity resulting the Sponsor holding 1,692,500 AIMA Founder Shares. I-Fa Chang, the CEO, Chairman, and a director of Aimfinity, is one of the three members and the sole manager of the Sponsor. AIMA Founder Shares had an aggregate market value of approximately $20.14 million based on the closing price of AIMA New Units of $11.90 per share on The Nasdaq Global Market as of the Record Date. AIMA Private Placement Units had an aggregate market value of approximately $5.85 million based on the closing price of AIMA New Units of $11.90 per unit on The Nasdaq Global Market as of the Record Date.

•        The Sponsor and Aimfinity’s officers and directors and their affiliates are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with certain activities on Aimfinity’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the proposed Business Combination is not completed by the end of the Combination Period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Aimfinity may not be able to reimburse these expenses, and the Sponsor and Aimfinity’s officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital if the Business Combination or another business combination is not completed within the allotted time period. As of the date of this proxy statement/prospectus, the Sponsor and Aimfinity’s officers and directors and their affiliates have not had any unpaid reimbursable expenses.

•        In order to extend Aimfinity’s time to complete a business combination by up to an additional nine months as provided in its Current Charter, Aimfinity’s Sponsor or our directors and officers or their designees must deposit the Monthly Extension Payment into the Trust Account for each one-month extension. In addition, Aimfinity’s Sponsor or our directors and officers or their designees may, but are not obligated to, loan Aimfinity funds as may be required. Aimfinity may issue such Extension Notes or Working Capital Notes to the Sponsor, officers, directors, of their affiliates, evidencing the terms of the Monthly Extension Payments or the working capital loans, respectively, as applicable. Such Extension Notes or Working Capital Notes may also provide that such Monthly Extension Payments or working capital loans may be convertible into AIMA Private Placement Units, which are identical to the AIMA Private Placement Units issued to the Sponsor in the private placement consummated simultaneously with the closing of the IPO, at a price of $10.00 per unit at the option of the lender. If Aimfinity completes the Business Combination, it would repay such deposit amounts out of the proceeds of the Trust Account released to Aimfinity. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, Aimfinity may use a portion of the working capital held outside the Trust Account to repay such deposit amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of the date hereof, Aimfinity had issued 9 First EGM Extension Notes and 9 Second EGM Extension Notes in the aggregate amount of $1,305,000, to I-Fa Chang, as the designee of the Sponsor. Aimfinity has also issued 3 Working Capital Notes in an aggregate amount of $2,500,000, to I-Fa Chang in connection with I-Fa Chang’s provision of up to $2,500,000 of working capital loans to Aimfinity. Collectively, pursuant to the IPO Prospectus, up to $1,500,000 of the Extension Notes and Working Capital Notes may be convertible into 150,000 Working Capital Units, at a price of $10.00 per unit. In the event that Aimfinity fails to complete a business combination by the prescribed time period, it is uncertain if it has sufficient working capital held outside the Trust Account to fully repay all the outstanding loans from the Extension Notes or the Working Capital Notes.

•        If the Business Combination with Docter is completed, it is currently contemplated that I-Fa Chang, who is currently the CEO, Chairman and member of the Aimfinity Board, will continue to be Chairman and member of the board of directors of PubCo after the closing of the Business Combination (assuming that the Acquisition Proposal is approved as described in this proxy statement/prospectus). In addition, Kevin D. Vassily and Teng-Wei Chen, two members of the Aimfinity Board, will also serve as member of the board of directors of PubCo after the closing of the Business Combination. As such, in the future, each of Mr. Chang, Mr. Vassily and Dr. Chen will receive any cash fees, share options or share awards that PubCo’s board of directors determines to pay to its directors.

•        Because of the exercise of Aimfinity’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination and/or of the Merger Agreement, the exercise of such discretion may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interests of Aimfinity’s shareholders.

•        The Merger Agreement provides for the continued indemnification of Aimfinity’s current directors and officers and the continuation of directors and officers liability insurance covering Aimfinity’s current directors and officers.

•        Pursuant to the Merger Agreement, at the Closing of the Business Combination, PubCo shall issue 30,000 PubCo Ordinary Shares, in the aggregate, to the three independent directors of Aimfinity who hold office immediately prior to the Effective Time of the Acquisition Merger, with each such independent director receiving 10,000 PubCo Ordinary Shares, as compensation.

•        Aimfinity’s officers and directors may make loans from time to time to Aimfinity to fund certain capital requirements. As of February 25, 2025, the Sponsor and Aimfinity’s officers and directors and their affiliates have loaned an aggregate principal amount of $2,563,675.80 to Aimfinity, all of which remains outstanding. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Aimfinity outside of the Trust Account.

•        The Sponsor and its affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. The Sponsor and its affiliates will own 1,692,500 shares, representing 17.1% ownership interest in PubCo resulting from the completion of the Business Combination assuming no redemption. Such PubCo Ordinary Shares had an aggregate market value of approximately $20.14 million based on the closing price of AIMA New Units of $11.90 per unit as of the Record Date.

•        The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other Aimfinity shareholders experience a negative rate of return in the combined company following the Business Combination. For example, if the share price of the ordinary shares declined to $5.00 per share after the close of the business combination, the AIMA Public Shareholders that purchased shares in the initial public offering would have a loss of $5.00 per share, while the Sponsor would have a gain of $4.98 per share because it acquired the Founder Shares for a nominal amount.

•        The Sponsor, its affiliates and Aimfinity’s officers and directors are, or in the future may become, affiliated with entities that are engaged in similar business to Aimfinity or to Docter. Our independent director, Mr. Vassily, is a member of the board of directors of Denali Capital Acquisition Corporation, a SPAC listed on Nasdaq that is currently engaged in a business combination with Longevity Biomedical, Inc., a biotech company. The Sponsor, its affiliates and Aimfinity’s officers and directors are not prohibited from sponsoring, or otherwise becoming involved with, another SPAC prior to the completion of the Business Combination. In addition, our independent directors, Dr. Chen and Dr. Li, are involved in various biotech and medical-related businesses, which may compete with Docter in the future, and our Chairman, Mr. Chang and our independent director, Dr. Chen, are involved in various investment vehicles in Taiwan, which may compete with Docter for investment opportunities in the future. Aimfinity’s officers and directors may become aware of business opportunities which may be appropriate for presentation to Aimfinity, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Aimfinity’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Aimfinity, subject to applicable fiduciary duties

under Cayman Islands law. Aimfinity’s Current Charter provides that Aimfinity renounces its interest in any corporate opportunity offered to any officer or director of Aimfinity. This waiver allows Aimfinity’s officers and directors to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the Aimfinity. Aimfinity does not believe that the waiver of the corporate opportunities doctrine otherwise has a material impact on its search for an acquisition target.

•        Aimfinity’s Chief Financial Officer, Mr. Tian, was the managing director and head of capital market of US Tiger, Aimfinity’s business combination advisor and one of the representatives of the underwriters of Aimfinity’s IPO. Mr. Tian owed fiduciary duty to both Aimfinity and US Tiger in the past. Conflicts may arise from the past affiliation with Aimfinity (including in connection with Xuedong (Tony) Tian’s affiliation with US Tiger), the provision of services both to Aimfinity and to third-party clients in the past, as well as from actions undertaken by US Tiger for its own account. US Tiger is often engaged as a financial advisor, or placement agent, to corporations and other entities and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries. Aimfinity does not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

•        Aimfinity’s CEO, Mr. Chang, is the manager and one of the members of the Sponsor. He beneficially owns 91.1% of the membership interests of the Sponsor, and may be deemed to beneficially own 1,542,500 AIMA Class B Ordinary Shares. Aimfinity’s CFO, Mr. Tian, is also a member of the Sponsor. He beneficially owns 5.9% of the membership interests of the Sponsor, and may be deemed to beneficially own 100,000 AIMA Class B Ordinary Shares. The AIMA Class B Ordinary Shares that Mr. Chang and Mr. Tian beneficially own would become worthless if Aimfinity does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares, without any separate consideration provided by Aimfinity for such waiver. Such AIMA Class B Ordinary Shares held by the Sponsor have an aggregate market value of approximately $20.14 million based on the closing price of AIMA New Units on the Record Date, resulting in a theoretical gain of $20.12 million (or $11.88 per share). Additionally, Mr. Chang has a pre-existing personal relationship with Mr. Huang, the CEO of Docter. Mr. Chang is not entitled to additional compensation or economic interests from Aimfinity or Docter for such introduction or for the completion of the Business Combination, see “Background of the Business Combination — Timeline of the Business Combination” on page 110 for more details.

Q:     May the AIMA Initial Shareholder, including the Sponsor, and any AIMA directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination, or enter into agreements or transactions with investors and others to provide them with incentives to acquire AIMA Public Shares or vote their AIMA Public Shares in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal or PubCo Charter Proposal?

A:     In connection with the shareholder vote to approve the proposed Business Combination, the AIMA Initial Shareholders, Sponsor, and AIMA’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of the AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares.

In addition, AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates may enter into agreements or transactions with certain investors and others to provide them with incentives to acquire AIMA Public Shares or vote their AIMA Public Shares in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal, and PubCo Charter Proposal. Any purchases, agreements or transactions as provided in the foregoing would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates purchase shares in privately negotiated transactions from AIMA Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares for cash.

As of the date of this proxy/prospectus, the AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates, have not made any purchases of shares and/or warrants from investors, or have agreed to any agreements or transactions with any investors or others to provide such investors or others with incentives to acquire AIMA Public Shares or vote in favor of the Reincorporation Merger Proposal, and the Acquisition Proposal. If the Sponsor, AIMA’s directors, officers or advisors, or their affiliates, enter into any such arrangements:

•        any such purchases of securities would be made at a price no higher than the redemption price;

•        shares acquired in such transactions (i) would not be voted in favor of approving the Business Combination and (ii) holders of such shares would waive their right to redemption rights with respect to such shares; and

•        AIMA will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following information:

•        the amount of securities purchased in such transaction(s), along with the purchase price;

•        the purpose of such purchases;

•        the impact, if any, of the purchases on the likelihood that the Business Combination will be approved;

•        the identities of security holders who sold such shares (if not purchased on the open market) or the nature of security holders (e.g. 5% security holders) who sold such shares; and

•        the number of securities for which AIMA has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented for approval at the Extraordinary General Meeting are approved. In the case that AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates seeks to make any purchases of shares prior to the Closing from investors, while the AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates will not vote such shares in the Extraordinary General Meeting, such acquisition will reduce the total available votes in the Extraordinary General Meeting, thereby reducing the voting threshold for approving the Business Combination. In the case that AIMA Initial Shareholders, Sponsor, directors, officers or advisors, or their respective affiliates seek to enter into any agreements or transactions with any investors or others to provide such investors or others with incentives to acquire AIMA Public Shares or vote favor of the Business Combination, such agreements or transactions may directly lead to more votes in favor for approving the Business Combination at the Extraordinary General Meeting.

Any such purchases of AIMA Public Shares and other transactions may thereby increase the likelihood of obtaining the necessary approval of AIMA shareholders. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on AIMA Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Extraordinary General Meeting. If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Extraordinary General Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, no agreements to such effect have been entered into with any such investor or holder.

For further discussions on the associated risks, see “Risk Factors — Risks Related to Aimfinity and the Business Combination — In connection with the shareholder vote to approve the Business Combination, the AIMA Initial Shareholders, Sponsor, and AIMA’s directors, officers, advisors or their affiliates may elect to purchase AIMA Units and AIMA New Units from Public Shareholders, which may influence the vote on the Business Combination and reduce the public “float” of our Class A Ordinary Shares.”

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will take place on March 27, 2025, at 10 a.m., Eastern Time. Aimfinity will be holding its Extraordinary General Meeting at 3F., No. 25, Gongyuan Rd., Pingtung City, Pingtung County, Taiwan (R.O.C.) and virtually via a teleconference, for which you must register in advance: https://forms.office.com/r/F8QcKLSfJ3.

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of AIMA Ordinary Shares as of the close of business on February 25, 2025 (the Record Date) may vote at the Extraordinary General Meeting. The AIMA shareholders are entitled to vote at the Extraordinary General Meeting for each AIMA Class A Ordinary Share or each AIMA Class B Ordinary Share such shareholders own. As of February 25, 2025, there were 3,620,976 AIMA Ordinary Shares issued and outstanding and entitled to vote. Please see the section titled “The Extraordinary General Meeting of Aimfinity Shareholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting?

A:     Shareholders representing a majority of the issued and outstanding AIMA Ordinary Shares as of the Record Date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. AIMA Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the Extraordinary General Meeting will be adjourned to the same day in the next week at the same time and place or to such other day, time and place as the directors may determine.

Q:     How will the AIMA Initial Shareholders vote?

A:     The AIMA Initial Shareholders, who as of the Record Date owned 2,504,500 AIMA Ordinary Shares, or approximately 69.2% of the issued and outstanding AIMA Ordinary Shares, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Reincorporation Merger Proposal, Acquisition Merger Proposal and other related proposals.

Q:     What do I need to do now?

A:     AIMA urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as an Aimfinity shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Extraordinary General Meeting to vote my shares?

A:     No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your AIMA Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Aimfinity encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to abstain or vote against the Proposals in order to have my AIMA Ordinary Share redeemed?

A:     No. You are not required to abstain or vote against the Proposals in order to have the right to demand that Aimfinity redeem your AIMA Class A Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to Aimfinity to pay its taxes before payment of deferred

underwriting commissions. These redemption rights in respect of the AIMA Class A Ordinary Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of AIMA Class A Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their AIMA Class A Ordinary Shares will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a Public Shareholder and you seek to have your shares redeemed, you must (i) separate your AIMA Units into AIMA New Units and AIMA Class 1 Warrants, if applicable, (ii) hold AIMA New Units; (iii) demand, no later than 5:00 p.m., Eastern time on March 24, 2025 (two business days before the Extraordinary General Meeting), that Aimfinity redeem your shares for cash, and (iv) tender your AIMA New Units by either delivering your certificate (if any) and other redemption forms to the Transfer Agent or by delivering your AIMA New Units electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.

Holders who intend to exercise their redemption rights must complete the procedures for electing to redeem their public shares underlying the AIMA New Units in the manner described above two business days prior to the scheduled vote at the Shareholder Meeting in order for their shares to be redeemed.

The AIMA Public Shares you legally and/or beneficially own are not separated from the AIMA Units or AIMA New Units you hold. If you hold your shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have the shares you beneficially own certificated and delivered electronically.

Any corrected or changed written demand of redemption rights must be received by Aimfinity’s transfer agent two business days before the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent two business days prior to the vote at the Extraordinary General Meeting.

If a Public Shareholder properly makes a request for redemptions and the AIMA New Units are delivered as described above and the Proposals are approved and implemented, then, AIMA will redeem such AIMA Class A Ordinary Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to Aimfinity to pay its taxes, divided by the number of then issued and outstanding AIMA Public Shares. The AIMA Class 2 Warrants attached to the redeemed public shares will be automatically forfeited and cancelled without any action by the holders.

If a Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its AIMA Public Shares for cash and will no longer own those shares and will lose the AIMA Class 2 Warrants automatically.

AIMA Public Shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of AIMA Class A Ordinary Shares as of the Record Date. Any Public Shareholder who holds AIMA Class A Ordinary Share on or before February 25, 2025 will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to Aimfinity to pay its taxes, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Vstock Transfer LLC
18 Lafayette Place
Woodmere, NY 11598
Attn: Chief Executive Officer

Q:     Will I lose AIMA Class 2 Warrants if I exercise my redemption rights?

A:     Although you have the right to have your AIMA Public Shares redeemed, if you do so you will lose your AIMA Class 2 Warrants associated with those shares. This is different from other special purpose acquisition companies, which generally provide that holders of shares that are redeemed can keep the warrants associated with those shares.

However, the redemption of the AIMA Public Shares or the cancellation of the AIMA Class 2 Warrants shall not affect the AIMA Class 1 Warrants you hold. All outstanding AIMA Class 1 Warrants will continue to be outstanding notwithstanding the actual redemptions. Assuming maximum redemptions, the value of our outstanding AIMA Warrants was approximately $0.026 based on the closing price of the warrants of $0.026 The Nasdaq Global Market as of February 25, 2025. The potential for the issuance of a substantial number of additional PubCo Ordinary Shares upon exercise of these warrants could make the post-Business Combination company less attractive to investors. Any such issuance will increase the number of issued and outstanding PubCo Ordinary Shares and reduce the value of the outstanding PubCo Ordinary Shares. Therefore, the outstanding AIMA Warrants could have the effect of depressing AIMA’s share price.

Q:     How can I vote?

A:      If you were a holder of record of AIMA Ordinary Shares on February 25, 2025, the Record Date for the Extraordinary General Meeting, you may vote with respect to the Proposals in person (including by virtual attendance) at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to 11:00 a.m. Eastern Time on February 25, 2025, in accordance with the instructions provided to you under the section titled “The Extraordinary General Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person (including by virtual attendance), obtain a proxy from your broker, bank or nominee.

The AIMA Ordinary Shares you legally and/or beneficially own are not separated from the AIMA Units or AIMA New Units you hold. If your shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Shareholder Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your AIMA Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Aimfinity believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your AIMA Ordinary Shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your AIMA Ordinary Shares; this indication that a bank, broker or nominee is not voting your AIMA Ordinary Shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your AIMA Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your AIMA Ordinary Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Aimfinity will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Aimfinity shareholders. For purposes of approval, an abstention on any Proposals will not constitute a vote cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the Proposals as a matter of Cayman Islands law.

Q:     What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A:     If you fail to take any action with respect to the Extraordinary General Meeting (or the related redemption of your shares) and the Business Combination is approved by shareholders and consummated, you shall become a shareholder of PubCo. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you shall continue to be an AIMA shareholder.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your AIMA Public Shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A:     AIMA will pay the cost of soliciting proxies for the Extraordinary General Meeting. AIMA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. AIMA has agreed to pay Advantage Proxy, Inc. a fixed fee of $12,500, plus disbursements, and to reimburse Advantage Proxy, Inc. for its reasonable and documented costs and expenses, estimated for about $1,500 and to indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. AIMA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of AIMA Public Shares for their expenses in forwarding soliciting materials to beneficial owners of AIMA Public Shares and in obtaining voting instructions from those owners. AIMA’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if a substantial number of AIMA Public Shareholders vote in favor of the Proposals and exercise their redemption rights?

A:     AIMA Public Shareholders may vote in favor of the Proposals and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of AIMA Public Shareholders are substantially reduced as a result of redemption by AIMA Public Shareholders. The Current Charter provides that the Business Combination shall not be consummated if, upon the consummation of the Business Combination, PubCo (as the entity that succeeds AIMA as a public company) does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that AIMA shall be required to pay to redeeming shareholders upon consummation of the Business Combination.

However, pursuant to the Letter Agreement, dated April 25, 2022, entered between the Sponsor and Aimfinity, which binds any transferees of the Founder Shares and AIMA Private Placement Units from the Sponsor, each of the AIMA Initial Shareholders has agreed not to redeem any AIMA Ordinary Shares such person holds, in consideration of the significant value that such AIMA Initial Shareholder may gain from the trading of such PubCo Ordinary Share converted from the Founder Shares and AIMA Private Placement Units such person holds, as applicable, if the Business Combination is consummated. For example, the AIMA Founder Shares had an aggregate market value of approximately $20.14 million based on the closing price of AIMA New Units of $11.90 per share on The Nasdaq Global Market as of the Record Date, and the AIMA Private Placement Units had an aggregate market value of approximately $5.85 million based on the closing price of AIMA New Units of $11.90 per unit on The Nasdaq Global Market as of the Record Date. See the section entitled “Proposal No. 2: The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

In the event of significant redemptions, with fewer shares and fewer AIMA Public Shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for AIMA New Units was prior to the Business Combination. In addition, in the event of significant redemptions, PubCo may not be able to meet the Nasdaq listing standards. It is a condition to consummation of the Business Combination in the Merger Agreement that the PubCo Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on the Nasdaq Capital Market, subject only to official notice of issuance thereof. PubCo and AIMA have certain obligations in the Merger Agreement to use reasonable best efforts to procure the satisfaction of certain conditions precedent for the consummation of the Business Combination, including with respect to satisfying the Nasdaq listing condition.

However, as a result of the Backstop Arrangements, as long as the share purchases by the Investor contemplated by the Backstop Arrangement close immediately prior to the Closing, Aimfinity will be able to satisfy the closing condition for net tangible asset, even if all of the AIMA Public Shares are redeemed by the Public Shareholders.

Q:     What happens if I sell my AIMA Ordinary Shares before the Extraordinary General Meeting?

A:     The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting. If you transfer your AIMA Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting, but will transfer ownership of the shares and will not hold an interest in Aimfinity after the consummation of the Business Combination.

Q:     Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

A:     The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and AIMA Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

Holders of AIMA Ordinary Shares have appraisal rights in connection with the Business Combination under the Cayman Companies Act. AIMA Public Shareholders are entitled to give notice to AIMA prior to the Extraordinary General Meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his, her or its AIMA Ordinary Shares if they follow the procedures set out in the Cayman Companies Act.

In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

AIMA Public Shareholders who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

Q:     Is approval from the Docter Stockholders required to consummate the Business Combination?

A:     Yes. The approval by the Docter Stockholders of the Acquisition Merger, Merger Agreement, the plan of reincorporation merger and the certificate of acquisition merger is required to consummate the Business Combination. Concurrently with the execution of the Merger Agreement, certain of Docter’s officers, directors, founders and holders of more than 5% of its voting stock who collectively own approximately 100% of the outstanding shares of Docter Stock entered into support agreements, pursuant to which each such holder agreed to vote in favor of the Business Combination, subject to the terms of such shareholder support agreements. Docter Stockholders are not required to approve the Reincorporation Merger Proposal or the other Proposals.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Aimfinity, Docter, Merger Sub and PubCo to consummate the Business Combination are subject to conditions as provide in the Merger Agreement, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person (including by virtual attendance) and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your AIMA Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy, Inc.

Toll-free at (877) 870-8565, email at ksmith@advantageproxy.com

Q:     Should I send in my share certificates now?

A:     Yes. Aimfinity’s shareholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Extraordinary General Meeting. Please see the section titled “The Extraordinary General Meeting of Aimfinity Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     When is the Business Combination expected to be completed?

A:     Assuming the requisite shareholder approvals are received, Aimfinity expects that the Business Combination to be completed as soon as practicable following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Merger Agreement, but only after the registration of the Plan of Merger by the Registrar of Companies of the Cayman Islands with respect to the Reincorporation Merger and the filing of the Certificate of Merger with the Secretary of State for the State of Delaware for the Acquisition Merger. For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposal No. 2: The Acquisition Merger Proposal — Conditions to Closing.”

Q:     Who will manage PubCo?

A:     Mr. I-Fa Chang, who currently serves as the Chairman, Chief Executive Officer and a director of Aimfinity will serve as the Chairman, Chief Executive Officer and a director of PubCo. Crystal Wu will serve as Chief Financial Officer of PubCo following the consummation of the Business Combination. Mr. Hsin-Ming Huang, who currently serves as Chief Executive Officer and sole director of Docter, will serve as the Chief Technology Officer and a director of PubCo following the consummation of the Business Combination. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Aimfinity may seek another suitable business combination. If Aimfinity does not consummate a business combination by the end of the Combination Period, whether with Docter or with any other entity, Aimfinity’s officers must take all actions necessary in accordance with Cayman Islands laws to liquidate and dissolve Aimfinity as soon as reasonably practicable. Following dissolution, Aimfinity will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to the AIMA Public Shareholders who acquired such AIMA Public Shares in Aimfinity’s IPO or in the aftermarket. The estimated consideration that each AIMA Public Share would be paid at liquidation would be approximately $12.08 per share for shareholders based on amounts on deposit in the Trust Account as of February 25, 2025. The closing price of AIMA New Unit, which include AIMA Public Share, on Nasdaq as of February 25, 2025 was $11.90.

The AIMA Initial Shareholders waived the right to any liquidation distribution with respect to any AIMA Ordinary Shares held by them, pursuant to the Letter Agreement, dated April 25, 2022, entered between the Sponsor and Aimfinity, in consideration of the significant value that such AIMA Initial Shareholder may gain from the trading of such PubCo Ordinary Share converted from the Founder Shares and AIMA Private Placement Units such person holds, as applicable, if the Business Combination is consummated. For example, the AIMA Founder Shares had an aggregate market value of approximately $20.14 million based on the closing

price of AIMA New Units of $11.90 per share on The Nasdaq Global Market as of the Record Date, and the AIMA Private Placement Units had an aggregate market value of approximately $5.85 million based on the closing price of AIMA New Units of $11.90 per unit on The Nasdaq Global Market as of the Record Date. See the section entitled “Proposal No. 2: The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination.”

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of AIMA Class A Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to Aimfinity to pay its taxes. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of February 25, 2025, there was approximately $13.48 million in Aimfinity’s Trust Account. Aimfinity estimates that approximately $12.08 per issued and outstanding share issued in Aimfinity’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     What are the risks to AIMA Public Shareholders of the Business Combination with Docter rather than an underwritten initial public offering of Docter’s securities?

A:     PubCo has applied for listing, to be effective upon the consummation of the Business Combination, of its ordinary shares, par value $0.0001 per share on the Nasdaq Global Market under the symbol “INKS”. Unlike an underwritten initial public offering of PubCo’s securities, the listing of PubCo’s securities as a result of the Business Combination will not benefit from, including, but not limited to, (i) the book-building process undertaken by underwriters, which helps to inform efficient price discovery with respect to opening trades of newly listed securities; (ii) underwriter support to help stabilize, maintain, or affect the public price of the securities immediately after listing; and (iii) underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered, or for statements made by its securities analysts or other personnel. See “Risk Factors — Risks Related to PubCo’s Securities — If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline” for more information.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its AIMA Class A Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the AIMA Class A Ordinary Shares under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”) or is treated as a distribution under Section 301 of the Code and whether AIMA would be characterized as a passive foreign investment company (“PFIC”).

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to AIMA Class A Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of AIMA Class A Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     Will holders of AIMA Ordinary Shares or AIMA Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Reincorporation Merger?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders,” which constitutes the opinion of Messina Madrid Law PA, tax counsel to Aimfinity, as to the material U.S. federal income tax consequences of the Reincorporation

Merger to U.S. Holders of Aimfinity securities, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein, it is intended that the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code.

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of Aimfinity’s control.

Moreover, Section 367(a) of the Code may apply to the Reincorporation Merger if PubCo transfers the assets it acquires from Aimfinity pursuant to the Reincorporation Merger to certain subsidiary corporations in connection with the Business Combination. Section 367(a) of the Code, and the applicable Treasury regulations promulgated thereunder, would only apply to U.S. Holders who would be treated as a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Business Combination (a “5 Percent Holder”) who do not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 (“GRA”), and would cause the Reincorporation Merger to result in gain recognition (but not loss) by such 5 Percent Holders. The requirements under Section 367(a) are not discussed herein.

There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Reincorporation Merger does not qualify as a “reorganization”, then a U.S. Holder that exchanges its AIMA Ordinary Shares or AIMA Warrants for the consideration under the Reincorporation Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the AIMA Ordinary Shares and AIMA Warrants exchanged. For a more detailed discussion of material U.S. federal income tax consequences of the Reincorporation Merger, see the section titled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Reincorporation Merger in light of their particular circumstances.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its AIMA Class A Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the AIMA Class A Ordinary Shares under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”) or is treated as a distribution under Section 301 of the Code and whether AIMA would be characterized as a passive foreign investment company (“PFIC”).

Additionally, because the Reincorporation Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to AIMA Class A Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Material U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of AIMA Class A Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Aimfinity’s proxy solicitor at:

Advantage Proxy, Inc.

Toll-free at (877) 870-8565, email at ksmith@advantageproxy.com

You may also obtain additional information about Aimfinity from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

DELIVERY OF DOCUMENTS TO AIMFINITY’S SHAREHOLDERS

Pursuant to the rules of the SEC, Aimfinity and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless Aimfinity has received contrary instructions from one or more of such shareholders. Upon written or oral request, Aimfinity will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Aimfinity deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify Aimfinity of their requests by calling or writing to Advantage Proxy, Inc., our proxy solicitor at:

Advantage Proxy, Inc.

Toll-free at (877) 870-8565, email at ksmith@advantageproxy.com