SEC Comment Letter 0000000000-24-013446 to Aimfinity Investment Corp. I (AIMA, AIMAU, AIMAW, AIMBU) (CIK 0001903464) (AIMTF)
Aimfinity Investment Corp. I (AIMA, AIMAU, AIMAW, AIMBU) (CIK 0001903464)
Date: Dec. 5, 2024 · CIK: 0001903464 · Accession: 0000000000-24-013446
AI Filing Summary & Sentiment
File numbers found in text: 001-41361
Letter
December 5, 2024 I-Fa Chang Chief Executive Officer Aimfinity Investment Corp. I 221 W 9th St, PMB 235 Wilmington, DE 19801 Re:Aimfinity Investment Corp. I Preliminary Proxy Statement on Schedule 14A Filed November 26, 2024 File No. 001-41361 Dear I-Fa Chang: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe this comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General We note that you are seeking to extend your termination date to October 28, 2025, a date which is 42 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on April 28, 2025. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an 1.
December 5, 2024 Page 2 exchange, any potential impact on your ability to complete your proposed initial business combination (including whether your continuing to be listed is a closing condition for your proposed transaction), any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551- 8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Arila Zhou, Esq.
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December 5, 2024
I-Fa Chang
Chief Executive Officer
Aimfinity Investment Corp. I
221 W 9th St, PMB 235
Wilmington, DE 19801
Re:Aimfinity Investment Corp. I
Preliminary Proxy Statement on Schedule 14A
Filed November 26, 2024
File No. 001-41361
Dear I-Fa Chang:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
this comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
We note that you are seeking to extend your termination date to October 28, 2025, a
date which is 42 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on April
28, 2025. Please disclose the risks of non-compliance with this rule, including that
under the new framework, Nasdaq may only reverse the determination if it finds it
made a factual error applying the applicable rule. In addition, please also disclose the
consequences of any such suspension or delisting, including that your stock may be
determined to be a penny stock and the consequences of that designation, that you
may no longer be attractive as a merger partner if you are no longer listed on an 1.
December 5, 2024
Page 2
exchange, any potential impact on your ability to complete your proposed initial
business combination (including whether your continuing to be listed is a closing
condition for your proposed transaction), any impact on the market for your securities
including demand and overall liquidity for your securities, and any impact on
securities holders due to your securities no longer being considered “covered
securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-
8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila Zhou, Esq.