SecProbe.io

United States securities and exchange commission logo
January 23, 2024
I-Fa Chang
Sole Director
Aimfinity Investment Merger Sub I
c/o Docter Inc.
14F-7, 597 Jiuru 2nd Rd
Sanmin District
Kaohsiung City, Taiwan
Re:Aimfinity Investment Merger Sub I
Draft Registration Statement on Form F-4
Submitted December 27, 2023
CIK No. 0001997799
Dear I-Fa Chang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Cover Page
1.We note that the AIMA Units are defined as "units of AIMA, each consisted of one
AIMA New Unit and one AIMA Class 1 Warrant." However, on page 1, you note that
Aimfinity consummated its IPO on April 28, 2022, issuing Units consisting of one Class
A ordinary share, one Class 1 redeemable warrant and one-half of one Class 2 redeemable
warrant. Please revise your disclosure throughout the registration statement to clearly and
consistently describe the AIMA Units and the AIMA New Units.
2.We note your disclosure that "if Aimfinity does not consummate the Business
Combination and fails to complete an initial business combination by December 28, 2023
(or up to April 28, 2024, if all extensions are exercised), Aimfinity will be required to

 FirstName LastNameI-Fa Chang
 Comapany NameAimfinity Investment Merger Sub I
 January 23, 2024 Page 2
 FirstName LastNameI-Fa Chang
Aimfinity Investment Merger Sub I
January 23, 2024
Page 2
liquidate and dissolve, unless AIMA seeks shareholder approval to amend [its] Existing
Charter to extend the date by which the Business Combination may be
consummated." Please revise your disclosure to discuss: (a) that in connection with the
votes to approve the Charter Amendment Proposal, 4,076,118 Public Shares of Aimfinity
were rendered for redemption, and (b) the number of extensions of the period of time
Aimfinity has to consummate the initial business combination that have been exercised
and the corresponding amounts that have been deposited into the Trust Account.
3.We note that certain shareholders agreed to waive their redemption rights in connection
with the Business Combination. Please disclose any consideration provided in exchange
for these waivers.
Questions And Answers About The Business Combination And The Extraordinary General
Meeting
Is there any financing in connection with the Business Combination?, page viii
4.We note that per the Merger Agreement, Aimfinity and Docter shall use reasonable efforts
to obtain Transaction Financing on the terms mutually agreed to by the parties. Please
update your disclosure to define "Transaction Financing," and disclose the status of any
such financing, including relevant negotiations and agreements related to the same. Please
also disclose whether and under what circumstances the Transaction Financing is required
to fund the "cash components" of the transaction, given your disclosure on page 112 that
"[t]he cash components of the transaction will be funded by Aimfinity's cash in the Trust
Account of approximately $43.1 million," assuming no redemptions.
Do any of Aimfinity's directors, officers or the Sponsor have interests that may conflict with my
interests with respect to the . . ., page xiv
5.We note your disclosure that "[t]he exercise of Aimfinity’s directors’ and officers’
discretion in agreeing to changes or waivers in the terms of the transaction may result in a
conflict of interest when determining whether such changes or waivers are appropriate and
in [y]our shareholders’ best interest." Please revise your disclosure to briefly discuss the
changes and/or waivers in the terms of the transaction that may result in a conflict of
interest and why.
May the AIMA Initial Shareholder, including the Sponsor, and any AIMA directors, officers or
advisors, or their affiliates . . ., page xv
6.We note your disclosure that "[i]n 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 . . . to increase the likelihood that the proposals
presented for approval at the Extraordinary General Meeting are approved." Please
disclose how such purchases would increase the likelihood of obtaining the necessary
approval of AIMA shareholders if ordinary shares acquired in such transactions would not

 FirstName LastNameI-Fa Chang
 Comapany NameAimfinity Investment Merger Sub I
 January 23, 2024 Page 3
 FirstName LastNameI-Fa Chang
Aimfinity Investment Merger Sub I
January 23, 2024
Page 3
be voted in favor of approving the proposals to be presented at the Extraordinary General
Meeting.
Will I lose AIMA Class 2 Warrants if I exercise my redemption rights?, page xviii
7.We note that the Class 2 Warrants attached to the redeemed public shares will be
automatically forfeited and cancelled without any action by the holders. Please revise your
disclosure to discuss and quantify the value of the Class 1 Warrants, based on recent
trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks.
Summary
Aimfinity Investment Merger Sub I, page 2
8.We note your disclosure on page 2 that you expect that "PubCo [will] have a board
consisting of 5 members, 3 of whom will be independent directors" and your disclosure on
page 5 that "[f]our members of the PubCo board of directors will be designated by the
Sponsor and one will be designated by Docter, and one of the five directors will be
considered “independent” under Nasdaq’s listing standards." Please revise your disclosure
to reconcile these statements.
Docter Inc., page 2
9.We note your disclosure that Docter Group has been developing a non-invasive blood
glucose monitoring technology and has made investments in the development of biometric
radar wave technology. Please revise your summary to provide further detail regarding
the business and operations of the company, including the current stage of development of
these technologies. Refer to Item 3(b) of Form F-4. In addition, please revise your
disclosure here to note, as you do elsewhere in your filing, that the company has incurred
operating losses to date, and quantify your net loss and accumulated deficit as of and for
the financial periods presented in your filing.
Risk Factors
Docter current has a limited customer base. Failure to recruit new customers or expand its
relationship with existing customers may . . ., page 21
10.We note your disclosure that Docter "plans to significantly expand the number of
customers it serves to diversify its customer base and grow its revenues." Please revise
your disclosure to discuss how Docter plans to significantly expand the number of
customers it serves. Make conforming changes throughout your filing, including to your
description of business. As a related matter, we note your disclosure that for the year
ended December 31, 2022, Chang Gung Medical Foundation and Shenyi Technology Ltd
accounted for approximately 50.5% and 10.8% of the Docter’s total revenues,
respectively, and that for your Docter Cloud platform services, Docter has entered into
written agreements with its certain of its customers. Please file the relevant agreements,

 FirstName LastNameI-Fa Chang
 Comapany NameAimfinity Investment Merger Sub I
 January 23, 2024 Page 4
 FirstName LastNameI-Fa Chang
Aimfinity Investment Merger Sub I
January 23, 2024
Page 4
including any agreements with your significant customers discussed in this risk factor, as
exhibits to your registration statement, or tell us why you believe you are not required to
do so. See Item 601(b)(10) of Regulation S-K. In addition, please revise your
Management's Discussion and Analysis to disclose whether you expect this trend in
customer concentration to continue for future financial periods.
If Docter is unable to support its growth strategies successfully, timely, or at all, then Docter's
ability to generate . . ., page 21
11.We note your disclosure that "Docter intends to continue its investment in research and
development activities and to initiate its sales and marketing activities in Taiwan and in
any other countries through its own field sales force, professional relationship with
hospitals and physicians, agents or partners." We also note your disclosure on page 104
that "[w]e currently offer our products in Taiwan, with plans to continue investments in
research and development as well as initiate sales and marketing activities in other
countries, such as the United States, Canada and Europe, among others." Please revise
your disclosure, here and elsewhere (including on page 104), to discuss Docter's plans to
expand its commercial and R&D operations outside of Taiwan. Please include disclosure
regarding the scope and timing of any expansion plans. If you cannot provide an estimated
timeframe for this expansion, please remove this disclosure from your filing. Make
conforming changes to your prospectus, including to your summary and the description of
your growth opportunities and business.
Docter is dependent on third parties that it enters into agreements with to manufacture and
distribute products for itself . . ., page 22
12.Please address the following with respect to the manufacturing of your products:

•We note your disclosure that "Docter is dependent on third parties that it enters into
agreements with to manufacture and distribute products for itself and for other
essential services." Please revise your disclosure to discuss the material terms of
agreements entered into with Mictron Enteprrise Co., Ltd. and Ten-Tronics Co.,
Ltd. Please also file these agreements as exhibits to the registration statement
or advise why you believe you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K. Please also revise your disclosure to discuss the source and nature
of the raw materials and components used in Docter's products.
•We note that Docter's main manufacturers are Mictron Enterprrise Co., Ltd and Ten-
Tronics Co., Ltd., two Taiwanese companies. Please revise your disclosure to note
whether all manufacturing facilities are in Taiwan. If so, please also discuss any
geopolitical or natural disaster risks stemming from all current Docter manufacturing
and operations being undertaken in Taiwan, if applicable. In addition, please revise
your disclosure on page 25 to discuss the impact to investors from Docter's facilities
being located in the same geographic area.

 FirstName LastNameI-Fa Chang
 Comapany NameAimfinity Investment Merger Sub I
 January 23, 2024 Page 5
 FirstName LastNameI-Fa Chang
Aimfinity Investment Merger Sub I
January 23, 2024
Page 5
Exchange rate fluctuations may negatively affect Docter's liquidity, financial condition and
results of operations., page 23
13.We note your disclosure that Docter intends to generate a substantial portion of its
revenues in U.S. dollars. Please revise your disclosure to explain how Docter intends to
generate revenues in U.S. dollars when its operations and commercial activity are based in
Taiwan.
Cyber security attacks or breaches of Docter's data could adversely affect Docter's reputation and
business., page 24
14.Please revise this risk factor to disclose whether Docter stores customer health data from
its devices on its cloud-based platform.
Risks Related to Docter's Intellectual Property, page 26
15.We note your discussion in this section of the risks related to Docter's Intellectual
Property, including related to compliance with the procedures of the United States Patent
and Trademark Office ("USPTO"), European and other patent agencies. We also note your
disclosure on pages 109-110, describing your current patents and trademarks. It appears
from the disclosure on pages 109-110 that the majority of your patents and trademarks are
in Taiwan. Please revise your risk factor disclosure in this section to discuss the risks, if
any, specific to your compliance with procedural, documentary, fee payment and other
similar provisions of the relevant intellectual property agency in Taiwan.
Privacy regulations may impose costs and liabilities on Docter, limit Docter's use of information,
and adversely affect Docter's business., page 30
16.Please revise this risk factor to disclose whether Docter currently has relationships with
healthcare institutions thereby resulting in Docter's receipt of patients' confidential
medical information. If Docter is in possession of medical information, please update this
risk factor to discuss applicable government regulations and Docter's compliance with
such.
Taiwan laws and regulations of loans to and direct investment in Taiwan entities by offshore
holding companies may delay . . ., page 30
17.We note your disclosure that foreign entities are prohibited from investing in some
industries which are related to national security and environmental protection, as specified
in the negative list provided by Taiwanese authorities. We also note your disclosure that
most methods of capital contribution from Taiwan to an offshore entity are subject to
Taiwanese regulations and approvals or registration. Please revise your disclosure to
discuss whether Docter is included in the negative list provided by Taiwanese authorities
and to disclose the Taiwanese regulations and approvals required for offshore capital
contributions from Docter's subsidiary.

 FirstName LastNameI-Fa Chang
 Comapany NameAimfinity Investment Merger Sub I
 January 23, 2024 Page 6
 FirstName LastNameI-Fa Chang
Aimfinity Investment Merger Sub I
January 23, 2024
Page 6
Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate
governance standards applicable to U.S. issuers . . ., page 48
18.Please revise your risk factor to disclose whether you intend to rely on home country
practice regarding the independence requirements of Nasdaq.
Certain U.S. Federal Income Tax Consequences to U.S. Holders of Aimfinity securities of
Exercising Redemption Rights, page 73
19.We note your disclosure addresses only "certain" material tax considerations. Please
revise this section to discuss all material tax consequences of the transaction. Please refer
to Section III.C.1 of Staff Legal Bulletin 19.
Proposal No. 2 The Acquisition Merger Proposal, page 78
20.Please revise your list of representations and warranties to describe the material terms of
each item rather than providing a summary list.
21.We note your disclosure on page 79 that Docter will cause certain key employees to enter
into employment agreements reasonably satisfactory to Docter and Aimfinity as a
condition to such employees’ continued employment post-closing. Please disclose the
terms of any material employment agreements that have been, or will be, entered into with
Docter and Aimfinity employees. Please also file a form of the employment agreement as
an exhibit to the registration statement or explain why you are not required to do so. Refer
to Item 601(b)(10) of Regulation S-K.
22.We note your conditions to closing disclosed on page 79. Please revise your disclosure to
note which conditions may be waived without re-solicitation of Aimfinity shareholder
approval.
Background of the Business Combination, page 87
23.We note your disclosure that on March 17, 2023, the then-existing management team and
members of the board of directors resigned t