SecProbe.io

July 31, 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
Amendment No. 3 to Draft Registration Statement on Form F-4
Submitted July 3, 2024
CIK No. 0001997799
Dear I-Fa Chang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
January 23, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-4
Cover Page
1.Please revise your cover page to include Docter, Inc. as a co-registrant. Refer to General
Instruction I.1. of Form F-4.
Questions And Answers About The Business Combination And The Extraordinary General
Meeting
Is there any financing in connection with the Business Combination?, page viii
We note your response to comment 4 and reissue the comment in part. Please disclose
here and in your prospectus/proxy statement summary whether and under what
circumstances the transaction financing is required to complete the business combination. 2.

July 31, 2024
Page 2
In your discussion, identify the relevant conditions to closing that could be breached if the
transaction financing is not obtained.
What is the redemption scenario accompanying the Business Combination and what shall be the
relative equity stakes of AIMA shareholders..., page ix
3.Please revise your dilution disclosures to comply with Item 1604(c) of Regulation S-K. In
particular, please disclose, in tabular format, the difference between the price of the
securities issued in your IPO and your net tangible book value per share. Please also
ensure that the net tangible book value per share is adjusted to give effect to each of the
presented redemption levels, material probable or consummated transactions, and other
material effects on your net tangible book value per share from the business combination.
Do any of Aimfinity's directors, officers or the Sponsor have interests ..., page xiv
4.We note your response to comment 5 and reissue the comment. Please revise your
disclosure to briefly discuss changes to or waivers of the terms of the transaction that may
result in a conflict of interest and why.
5.Please revise your conflicts of interest disclosure to highlight all material interests in the
business combination held by the sponsor, Aimfinity's officers and directors and Docter's
officers and directors, including any fiduciary or contractual obligations to other entities
as well as any interest in, or affiliation with, the target company. Please clarify how the
board considered these conflicts in negotiating and recommending the business
combination. Refer to Item 1603(c) and Item 1605(d) of Regulation S-K.
What happens if a substantial number of AIMA Public Shareholders vote in favor of the
Proposals and exercise their redemption rights?, page xx
6.We note your response to comment 3, including that the AIMA Initial Shareholders
waived the right to any liquidation distribution "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." Please revise your
disclosures throughout the registration statement to note the potential "significant value"
as of a recently practicable date.
Summary Of The Proxy Statement / Prospectus, page 1
7.We note your disclosure that as of the record date, there were 5,617,498 AIMA ordinary
shares issued and outstanding. Please revise to prominently disclose the current funds
remaining in your trust account.
Risk Factors
Docter currently has a limited customer base. Failure to recruit new customers or expand its
relationship with existing customers may..., page 23
8.We note your response to comment 10 and reissue the comment in part. Please revise your
MD&A to disclose whether you expect the trend in customer concentration to continue
for future financial periods.

July 31, 2024
Page 3
If Docter is unable to support its growth strategies successfully, timely, or at all, then Docter's
ability to generate, and thereafter..., page 23
9.We note your response to comment 11. We also note your disclosure on page 126 that you
intend to partner with Chylyng Co., Ltd., a Taiwanese company which designs IoT
solutions, and a Singapore-based distributor to commence sales in Singapore by the end of
2024. Please revise to disclose the material terms of the memorandum of understanding
with Chylyng and the material terms of the agreement with the distributor. Please file any
such agreements as exhibits to this registration statement or explain why you are not
required to do so. Refer to Item 601(b)(10) of Regulation S-K. Please also revise this risk
factor to discuss your potential expansion into Singapore, and to highlight any potential
risks associated with such expansion.
Docter is dependent on third parties that it enters into agreements with to manufacture and
distribute products for itself and for other..., page 24
10.We note your response to comment 12 including that you have no formal written
agreement with Sun-Prance Media Co., Ltd. and Ten-Tronics Co., Ltd., respectively,
because only a limited quantity of products have been ordered and manufactured to date.
Please revise this risk factor to discuss the risk to investors from your not having formal
written contracts with your two major manufacturers. Please also revise your disclosure to
discuss the source and nature of the raw materials and components used in your products.
Exchange rate fluctuations may negatively affect Docter's liquidity, financial condition and
results of operations., page 25
11.We note your response to comment 13. To provide context for investors, please further
revise this risk factor to note your current percentage of revenues that are generated in
U.S. dollars.
Taiwan laws and regulations of loans to and direct investment in Taiwan entities by offshore
holding companies may delay or prevent..., page 33
12.We note your response to comment 17 and reissue the comment in part. Please revise your
disclosure here, or in the regulatory section on page 175, to discuss all material
restrictions on financial transfers as a result of Taiwanese regulations, approvals or other
requirements, which are applicable to Docter and Horn.
Proposal No. 2 The Acquisition Merger Proposal
Conditions to Closing, page 84
13.We note your response to comment 22. Please revise your disclosure regarding
Aimfinity's conditions to closing to clarify whether these conditions may be waived by
Aimfinity or Docter. Please also disclose whether Docter's conditions to closing may be
waived by Aimfinity, Docter or any other party.
Background of the Business Combination, page 92
We note your response to comment 23 and reissue the comment. Please revise to disclose
the reason for the restructuring transactions, including the departure of the former board
members and management of Aimfinity. Please also affirmatively disclose whether
Aimfinity public shareholders were entitled to a vote and opportunity to redeem their 14.

July 31, 2024
Page 4
shares in connection with the restructuring transaction. In this regard, we note your
disclosure that "[a]s provided in the amended and restated memorandum and articles of
associations effective at the time, holders of the AIMA Class A Ordinary Shares shall
have no right to appoint or remove any directors of Aimfinity, and is not entitled to
redeem their shares solely in connection with the appointment or removal of any directors
of Aimfinity," but it is unclear whether shareholders were entitled to a vote with respect to
a restructuring transaction. Finally, include additional risk factor disclosure, if
applicable, describing the risks related to the resignation and appointment of the new
board.
15.We note your response to comment 24 and reissue the comment. Please identify the
individuals and parties who participated in the meetings and discussions described
throughout this section. For example, we note your disclosure on page 94 that "[o]n May
11, 2022, Aimfinity was introduced to Candidate Two by US Tiger." Please disclose the
members of Aimfinity and US Tiger that were involved in these discussions.
16.We note your response to comment 26 and reissue the comment. Please revise your
disclosure in this section to describe how the Aimfinity Board arrived at an initial pre-
transaction enterprise value of $70-100 million for Docter for the LOI. Please address in
your revisions the methodology employed in reaching the valuation, including the
underlying assumptions and conclusions of the Aimfinity Board. Please also further
discuss the advice provided by US Tiger in connection with the valuation, including any
assumptions relied upon by US Tiger. As a related matter, we note your disclosure on
page 99 regarding the factors considered in connection with the lowering of Docter's
valuation to $60 million. Please revise to further explain the operational challenges and
uncertainties, including why Docter's future plan for meeting certain sales benchmarks for
its DocterWatch may be challenging to meet, why Docter is facing a significant cash
crunch, and how recent market downturns have directly impacted Docter's operations.
Consider adding risk factor disclosure, as applicable, to highlight the risk to investors
from these challenges.
17.We note your revised disclosure that "Mr. Huang shared Docter's historical unaudited
financial information, and financial projections based on customer information, sales
benchmarks, and comparable companies, with representatives of Aimfinity and US Tiger
for financial due diligence and valuation analysis." Please revise the projections disclosure
on page 108 to note the date of these projections. Please also tell us whether the
projections and comparable companies analysis provided in May 2023 are the same or
materially the same as those included in the registration statement in Newbridge's fairness
opinion. If the projections or comparable companies analysis are materially different,
please explain these differences, what changes were made and why, and revise your
background discussion to note when Newbridge received the relevant projections.
18.We note your disclosure on page 94 that "[o]n March 30, 2023, Mr. Chang, the CEO of
Aimfinity and Dr. Chen, an independent director of Aimfinity, were invited by Mr. Hsin-
Ming Huang, CEO of Docter and a personal friend of Mr. Chang, to a signing ceremony
for a collaboration agreement between Docter and the City of Ottawa, Canada." Please
revise to further discuss the relationship between Mr. Chang and Mr. Huang, including
whether they had discussed a potential business combination prior to this meeting.

July 31, 2024
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19.We note your response to comment 27 and reissue the comment in part. Please revise this
section to discuss the process by which US Tiger was selected as the financial
adviser, and to note that Aimfinity's CFO, Mr. Xuedong (Tony) Tian served as a
managing director and head of capital markets at US Tiger from October 2020 to April
2024. Please also disclose any conflicts of interest related to Mr. Tian serving as
managing director of US Tiger and as Chief Financial Officer of Aimfinity. Finally,
please file the Business Combination Marketing Agreement as an exhibit to your
registration statement or tell us why you believe you are not required to do so.
20.We note your response to comment 28. Please revise your disclosures on page 103 to
explain how each key factor was considered by the Aimfinity board of directors when
deciding whether to approve the business combination. Refer to Item 1606(b) of
Regulation S-K.
21.In an appropriate place in your filing, please disclose why Docter is engaging in the
transaction with Aimfinity and whether Docter considered other transactions, such as a
traditional IPO, instead of pursuing a business combination with Aimfinity. See
Item 1605(b)(3) of Regulation S-K.
Basis for the Recommendation of Aimfinity's Board of Directors - Fairness Opinion, page 106
22.We note your response to comment 35 and reissue the comment. Please amend your
disclosure to provide a detailed description of each of the relevant assumptions underlying
the projections of Docter, as well as the process undertaken to formulate them. Disclose
the specific limitations of the assumptions. Finally, tell us how the projections are
reasonable, given the historical operating results of the company. Refer to Item 1609(b)
and (c) of Regulation S-K.
23.We note your disclosure that the comparable public companies identified had the most
similarities to Docter, Inc. We also note that three companies selected have high market
capitalization, an extensive history of operations and annual net sales between $377
million and $4.2 billion. Please provide a discussion of the difference between Docter and
these companies, and disclose the basis for evaluating the financial performance and
trading multiple of these companies as an indicator of the value of Docter.
24.We note your disclosure that "Newbridge employed various methods to analyze the range
of values of Docter." Please clarify if Newbridge performed any financial analyses other
than the Comparable Public Company Analysis and the Discounted Cash Flow Analysis.
25.Please revise and clarify the fiscal year-ends represented in the projected discounted cash
flows. For example, please clarify whether "2024E" refers to the fiscal year-ending
December 31, 2024.
26.We note your response to comment 33. Please discuss any uncertainties in projecting
operating results three to ten years out and the limitations of the projections. In addition,
you disclose that the 2029-2032 revenue growth and cash-flow margins were lower than
the previous two-year average. Please discuss the reasons for the lower estimation.
27.Please discuss whether the projected information is in line with historical operating
results. For example, your projected revenue of $3.3 million for fiscal year 2023, and the
reported revenue for fiscal year 2023 was $30,081. Disclose the basis for your conclusion
regarding the utility of this analysis.

July 31, 2024
Page 6
28.Please expand and discuss your assumed revenue growth rates in further detail. For
example, the projected revenue growth rate for year 2024 is 200%. Disclose how the
expansion in new territories supports such growth rates. Also address the fact that the
projected revenue for 2024 is over 300 times the actual revenue reported for 2023.
Industry Overview Of Docter, page 114
29.We note your use of statistics regarding market size and growth throughout this section.
For example, on page 114 you note that "[t]he smart glucose monitoring system segment
had a market size of approximately $3.5 billion as of 2021." Please revise to provide
support for all of these figures.
Business Of Docter
Overview, page 117
30.Please disclose the fees paid to Kaohsiung Hospital, if material. Please also discuss the
material terms of any agreements with Kaohsiung, and file any such agreements as
exhibits to this registration statement or explain why you are not required to do so. Refer
to Item 601(b)(10) of Regulation S-K.
Our Revenue Model, page 122
31.We note your disclosure that "[