SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Aimfinity Investment Corp. I

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G0135E100

(CUSIP Number)

I-Fa Chang

Manager

Aimfiniy Investment LLC

221 W 9th St, PMB 235

Wilmington, Delaware

Telephone Number: (425) 365-2933

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f) or 13d-1(g), check the following box.  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G0135E100 SCHEDULE 13D

1	Name of reporting persons   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Aimfinity Investment LLC (the “Sponsor”)
2	Check the appropriate box if a member of a group*   (a)  ☐        (b)  ☐
3	SEC use only
4	Source of funds*   OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)   ☐
6	Citizenship or place of organization   Cayman Islands

Number of shares  beneficially  owned by each reporting person with	7	Sole voting power   1,692,500 (1)
	8	Shared voting power
	9	Sole dispositive voting power   1,692,500 (1)
	10	Shared dispositive power

11	Aggregate amount beneficially owned by each reporting person   1,692,500 (1)
12	Check box if the aggregate amount in row (11) excludes certain shares*   ☐
13	Percent of class represented by amount in row (11)   16.04% (2)
14	Type of reporting person*   CO

(1) Including (i) 1,932,500 Class B Ordinary Shares that were acquired by the Reporting Person in a private placement before the Issuer’s IPO; (ii) 492,000 Class A Ordinary Shares underlying units (each unit having a price of $10.00 and consisting of one Class A Ordinary Share and one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share) that were acquired by the Reporting Person in a private placement effected concurrently with the closing of the Issuer’s initial public offering, based on the exercise of the underwriters’ over-allotment option in full, on April 28, 2022; (iii) the distribution of the 280,000 Class B Ordinary Shares by the Sponsor to Imperii Strategies LLC, then a member of the Sponsor, on March 10, 2023; (iv) the distribution of the 492,000 Class A Ordinary Shares underlying the units that the Sponsor distributed to Imperii Strategies LLC on March 10, 2023; (v) the purchase of 40,000 Class B Ordinary Shares by the Sponsor from certain directors and officer of the Issuer pursuant to certain securities transfer agreement dated March 17, 2023.

(2) On an as-converted basis. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

CUSIP No. G0135E100 SCHEDULE 13D

1	Name of reporting persons   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   I-Fa Chang
2	Check the appropriate box if a member of a group*   (a)  ☐        (b)  ☐
3	SEC use only
4	Source of funds*   OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)   ☐
6	Citizenship or place of organization   Taiwan

Number of shares  beneficially  owned by each reporting person with	7	Sole voting power   1,692,500 (3)(4)
	8	Shared voting power
	9	Sole dispositive voting power   1,692,500 (3)(4)
	10	Shared dispositive power

11	Aggregate amount beneficially owned by each reporting person   1,692,500 (3)(4)
12	Check box if the aggregate amount in row (11) excludes certain shares*   ☐
13	Percent of class represented by amount in row (11)   16.04% (5)
14	Type of reporting person*   IN

(3) Since March 17, 2023, I-Fa Chang is the sole manager and sole member of the Sponsor, and as such may be deemed to have sole voting and investment discretion with respect to the Ordinary Shares held by the Sponsor.

(4) Including (i) 1,932,500 Class B Ordinary Shares that were acquired by the Reporting Person in a private placement before the Issuer’s IPO; (ii) 492,000 Class A Ordinary Shares underlying units (each unit having a price of $10.00 and consisting of one Class A Ordinary Share and one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share) that were acquired by the Reporting Person in a private placement effected concurrently with the closing of the Issuer’s initial public offering, based on the exercise of the underwriters’ over-allotment option in full, on April 28, 2022; (iii) the distribution of the 280,000 Class B Ordinary Shares by the Sponsor to Imperii Strategies LLC, then a member of the Sponsor, on March 10, 2023; (iv) the distribution of the 492,000 Class A Ordinary Shares underlying the units that the Sponsor distributed to Imperii Strategies LLC on March 10, 2023; (v) the purchase of 40,000 Class B Ordinary Shares by the Sponsor from certain directors and officer of the Issuer pursuant to certain securities transfer agreement dated March 17, 2023.

(5) On an as-converted basis. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

SCHEDULE 13D

CUSIP No. G0135E100

This statement relates (the “Schedule 13D”) to the Class A Ordinary Share, par value $0.0001 (the “Class A Ordinary Share”), issued by Feutune Light Acquisition Corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 1. Security and Issuer.

Securities acquired: Class A Ordinary Share, $0.0001 par value.

Issuer:       Aimfinity Investment Corp. I

       221 W 9th St, PMB 235

       Wilmington, Delaware

Item 2. Identity and Background.

(a) This statement is filed by Aimfinity Investment LLC, a Cayman Islands limited liability company (the “Sponsor”) and I-Fa Chang (“Mr. Chang”, with Sponsor, the “Reporting Persons”). The Sponsor is the holder of record of approximately 16.04% of the Issuer’s outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of March 27, 2023 (including Class A Ordinary Share and Class B Ordinary Share on as converted basis) and Mr. Chang is the sole manager and sole member of the Sponsor and deemed to have sole voting and investment discretion with respect to the Ordinary Shares held by the Sponsor.

(b) The principal business address of each of the Reporting Persons is 221 W 9th St, PMB 235, Wilmington, Delaware.

(c) Sponsor is a sponsor of the Issuer and primarily involved in investment. Ms Mr. Chang is the sole manager and sole memberof Sponsor.

(d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.

(f) The Sponsor is a limited liability company incorporated in the Cyman Islands. The Citizenship of Mr. Chang is Taiwan.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

SCHEDULE 13D

CUSIP No. G0135E100

Item 4. Purpose of Transaction.

On December 4, 2021 the Sponsor acquired 2,875,000 Class B ordinary shares (“founder shares”) for an aggregate purchase price of $25,000. On March 18, 2022, the sponsor surrendered to the Issuer for cancellation 862,500 Class B ordinary shares for no consideration, resulting in the Issuer’s initial shareholders holding an aggregate of 2,012,500 Class B ordinary shares, or approximately $0.012 per share. The Sponsor later transferred 20,000 founder shares to Nicholas Torres III, the Chief Financial Officer of the Issuer, and 60,000 founder shares to Xin Wang, Joshua Gordon, and James J. Long, then members of the Issuer’s board of directors, on March 29, 2022.

On March 16, 2023, the Sponsor initiated a distribution of 280,000 founder shares and 492,000 private placement units of the Company held by the sponsor to its then existing members. On the same date, it repurchased 10,000 founder shares from each of Xin Wang, Joshua Gordon, James J. Long and Nicholas Torres III, as a result of which, the Sponsor will directly hold 1,692,500 founder shares.

Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Class A Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer or otherwise.

Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Persons is based upon a total of 10,554,500 Ordinary Shares outstanding as of March 27, 2023 (including Class A Ordinary Shares and Class B Ordinary Shares on as converted basis). The Reporting Persons collectively beneficially own 1,692,500 Ordinary Shares, representing approximately 16.04% issued and outstanding Ordinary Shares (including Class A Ordinary Shares and Class B Ordinary Shares on as converted basis).

(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Sponsor is 1,692,500 Ordinary Shares, representing approximately 16.04% issued and outstanding Ordinary Shares. In addtiona, Mr. Chang, the sole manager of the Sponsor, is deemed to have sole voting and investment discretion with respect to the Ordinary Shares held by the Sponsor.

(c) Other than the disposition of the shares as reported in this Schedule 13D, no actions in the Ordinary Shares were effected during the past sixty (60) days by the Reporting Persons.

(d) N/A

(e) N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.

SCHEDULE 13D

CUSIP No. G0135E100

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following to the end of the section:

Exhibit No.	Description
7.1	Joint Filing Agreement, dated March 27, 2023.
10.1	Securities Subscription Agreement between the registrant and the Sponsor dated December 4, 2021.
10.3	Form of Securities Assignment Agreement between the Sponsor and certain directors and officers of the registeant, dated March 29, 2022.
10.4	Founder Shares Repurchase Agreement dated March 17, 2023 between the Sponsor and certain directors and officers of the Issuer.

SCHEDULE 13D

CUSIP No. G0135E100

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: March 27, 2023

Aimfinity Investment LLC
By:	/s/ I-Fa Chang	/s/ I-Fa Chang
Name:	I-Fa Chang	I-Fa Chang
Title:	Sole Manager

EX-7.1

Exhibit 7.1

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A Ordinary Shares, par value of US$0.0001 per share of Aimfinity Investment Corp. I, a Cayman Islands exempted company whose principal place of business is in Wilmington, Delaware, shall be filed on behalf of the undersigned.

March 27, 2023

Aimfinity Investment LLC
By:	/s/ I - Fa Chang	/s/ I - Fa Chang
Name:	I - Fa Chang	I - Fa Chang
Title:	Sole Manager

EX-10.3

Exhibit 10.3

SECURITIES ASSIGNMENT AGREEMENT

This Securities Assignment Agreement is dated March 29, 2022 (this “Assignment”), by and among Aimfinity Investment LLC, a Cayman Islands limited liability company (the “Seller”), and the party identified on the signature page hereto (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Assignment, the Seller wishes to assign to the Buyer Class B ordinary shares, $0.0001 par value (“Class B Shares”), of Aimfinity Investment Corp. I, a Cayman Islands exempted company (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wishes to purchase and receive such Shares (as defined below) from the Seller.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1 Assignment of Shares. The Seller hereby assigns 20,000 Class B Shares to the Buyer (the “Shares”). The Buyer has paid to the Seller an aggregate amount of two-hundred and forty dollars ($240) (the “Purchase Price”), in consideration of the assignment of the Shares.

Section 2 Potential Forfeiture of Shares.

(a) In the event that the Company determines for any reason not to nominate, elect or appoint the Buyer as a member of the board of directors of the Company, or if the Buyer otherwise does not become a member of the board of directors of the Company for any reason, on or prior to the closing of the Public Offering (as defined in Section 4 below), or if the Public Offering is not consummated on or prior to December 31, 2022, the Buyer shall automatically forfeit all of the Shares, the Shares shall automatically be assigned and returned to the Seller, and the Seller shall promptly return the Purchase Price to the Buyer.

( ) In the event that, following the closing of the Public Offering and prior to the Company’s consummation of a Business Combination, the Buyer resigns or otherwise ceases to serve as a member of the board of the directors for any reason, the Seller (or its designee(s)) shall have the right, but not the obligation, to purchase from the Buyer all of the Shares purchased by the Buyer hereunder for an amount equal to the Purchase Price. Such right shall be exercisable by the Seller at any time prior to the Company’s consummation of a Business Combination by providing written notice of such exercise to the Buyer.

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(a) The Buyer acknowledges and agrees that, in addition to the forfeiture and sale provisions of subsections 2(a) and 2(b), the Shares shall be subject to further forfeiture, and the Buyer acknowledges and agrees that it shall forfeit any and all rights to such number of shares as it may be required to forfeit, under and in accordance with the provisions of one or more written agreements (collectively, the “Forfeiture Agreements”) to be dated on or prior to the closing of the Public Offering by and among the Buyer, the Company and any other persons or entities that may be deemed appropriate to be parties thereto, including forfeitures of the Shares in connection with certain redemptions of the Company’s units sold in the Public Offering (the “Units”), as well as the implementation of a post-business combination price protection feature for the benefit of holders of the Company’s Class A ordinary shares included in the Units.

(b) The Buyer shall take all actions as may be reasonably necessary to consummate any forfeiture or sale contemplated by this Section 2, including entering into agreements and delivering certificates and instruments and consents as may be deemed by the Seller to be necessary or appropriate, and the Buyer hereby grants to the Seller and any representative designated by the Seller without further action by the Buyer a limited irrevocable power of attorney to effect any forfeiture or transfer contemplated hereby on behalf of the Buyer, which power of attorney shall be deemed to be coupled with an interest.

Section 3. No Conflicts. Each party represents and warrants that neither the execution and delivery of this Assignment by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 4. Investment Representations. The Buyer represents and warrants, with respect to himself or herself only, as set forth herein. The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on the Buyer (as described in the Company’s draft registration statement on Form S-1, as may be amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to a contemplated underwritten public offering by the Company (the “Public Offering”)). The Buyer further understands and agrees that the Buyer will be required to execute and deliver a letter agreement including, among other provisions, the foregoing transfer restrictions, as described in the Registration Statement, and that any certificates evidencing the Shares bear a legend referring to such transfer restrictions.

2

The Shares are being acquired solely for the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Seller and the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. The Buyer is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Act. In the event the Buyer does not join the Board of Directors of the Company upon the consummation of the Public Offering (whether and either at the election of the Company or the Buyer for any reason), then the Buyer shall promptly return the Shares to the Company.

Section 5 Miscellaneous. This Assignment, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Assignment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Assignment or any document to be signed in connection with this Assignment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. This Assignment may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Assignment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the undersigned have executed this Assignment to be effective as of the date first set forth above.

AIMFINITY INVESTMENT LLC
By:	/s/ Jing Cao
Name: Jing Cao
Title: Manager
BUYER
By:

EX-10.4

Exhibit 10.4

SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated and effective as of March 17, 2023 (this “Agreement”), by and among Aimfinity Investment LLC, a Cayman Islands limited liability company (the “Buyer”), and the parties identified on the signature page hereto (each a “Seller” and collectively, the “Sellers”).

WHEREAS, the Buyer is a sponsor of Aimfinity Investment Corp. I, a Cayman Islands special purpose acquisition company (the “Company”), listed on the Nasdaq Global Market and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, each of the Sellers is officer, director, or other associated personnel (and/or its designee) of the Company;

WHEREAS, pursuant to certain Securities Subscription Agreement, dated December 4, 2021, the Buyer acquired 2,875,000 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 and subsequently surrendered 862,500 Class B ordinary shares for cancellation without consideration, resulting in a holding of an aggregate of 2,012, 500 Class B ordinary Shares, or approximately $0.012 per share (the “Founder Share(s)”);

WHEREAS, pursuant to certain Securities Assignment Agreements, each dated March 29, 2022 (each, a “Securities Assignment Agreement” and, together, the “Securities Assignment Agreement”), the Buyer transferred a total of 80,000 Founder Shares to the Sellers, with the details set forth in Schedule I of this Agreement;

WHEREAS, on April 28, 2022, the Company consummated its initial public offering (the “IPO”) of 8,050,000 units (“Units”), each consisting one Class A ordinary share, $0.0001 par value per share (“Class A Ordinary Shares”), one Class 1 redeemable warrant (the “Class 1 Warrant”) and one-half of one Class 2 redeemable warrant (the “Class 2 Warrant”);

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Buyer wishes to acquire from the Sellers and the Sellers wish to sell to the Buyer of 40,000 Founder Shares at the original per share purchase price, as set forth in Schedule II of this Agreement; and

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Transfer of Shares. Sellers hereby sell, transfer and assign the aggregated amount of 40,000 Founder Shares (“Sale Shares”) in the respective amounts as set forth on the Schedule II attached hereto; and the Buyer agree to purchase the Sale Shares for the aggregate purchase price of $480 as set forth on Schedule II.

Section 2. No Conflicts. Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 3. Investment Representations. Buyer represents and warrants, with respect to itself only, as set forth herein. Buyer hereby acknowledges that an investment in the Founder Shares involves certain significant risks. Buyer has no need for liquidity in its investment in the Founder Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. Such acknowledges and hereby agrees that the Founder Shares will not be transferable under any circumstances unless registered by the Company in accordance with federal and state securities laws or sold in compliance with an exemption under such laws and such transfer complies with all applicable lock-up restrictions on the Buyer (as described in the Company’s final prospectus filed on April 25, 2022, with the U.S. Securities & Exchange Commission (the “Final Prospectus”), under the Securities Act of 1933, as amended (the “Act”). Buyer further understands and agrees that Buyer will continue to be bound by the letter agreement entered between the Company, the Buyer, and other parties dated April 25, 2022, setting forth, among other provisions, the foregoing transfer restrictions.

The Founder Shares are being acquired solely for such Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Buyer has been given the opportunity to (i) ask questions of and receive answers from the Sellers and the Company concerning the terms and conditions of the Founder Shares, and the business and financial condition of the Company and (ii) obtain any additional information that the Sellers possess or can acquire without unreasonable effort or expense that is necessary to assist Buyer in evaluating the advisability of the purchase of the Founder Shares and an investment in the Company. Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Buyer is an “accredited investor” as defined in Regulation D promulgated by the U.S. 7Securities & Exchange Commission under the Act.

Section 4. Representations and Warranties.

(a) Each of the Sellers jointly and severally represent and warrant to Buyer that Sellers have good and marketable title to the Founder Shares free and clear of all liens and encumbrances and that, upon updating the records of ownership, Buyer will have good and marketable title to the Founder Shares.

(b) The execution, delivery and performance by the parties of this Agreement and the consummation of the transfer have been duly authorized by all necessary action on the part of the relevant parties, and no further approval or authorization is required on the part of such Party;

(c) This Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity; and

Section 5. Waiver of Certain Further Forfeiture Rights. Buyer agrees to waive all future enforcement of Section 2(b) of each Securities Assignment Agreement and will not seek to purchase from any Seller any additional securities of the Company pursuant to such section(s).

Section 6. Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

Section 7. Miscellaneous. This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by facsimile or electronically via portable document format (.pdf) shall be deemed an original counterpart and duly delivered. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

Section 8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, and shall be binding upon the parties hereto in the United States and worldwide. The federal and state courts within the State of New York having subject matter jurisdiction shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. To the fullest extent permitted by law, each of the parties hereby agree to waive trial by jury in any action proceeding or counter claim brought by or on behalf of either party with respect to any matter whatsoever relating to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

BUYER:

Aimfinity Investment LLC
By:	/s/ Jing Cao
Name: Jing Cao
Title: Manager

SELLER

/s/ Xin Wang	/s/ Joshua Gordon
Xin Wang	Joshua Gordon
/s/ James J. Long	/s/ Nicholas Torres III
Jame J. Long	Nicholas Torres III

[Signature Page to Securities Transfer Agreement]

Schedule I – April 2022 Transfer

Name of Transferee of [ ], 2022 Agreement	Number of Assigned Shares
	Shares Purchased		Purchase Price
Xin Wang		20,000	$	240
Joshua Gordon		20,000	$	240
James J. Long		20,000	$	240
Nicholas Torres III		20,000	$	240
Total		80,000	$	960

Schedule II –Transfer Hereto

Name of Sellers of this Agreement	Shares Sold				Remaining Shares
	Number of Shares		Sale Price
Xin Wang		10,000	$	120		10,000
Joshua Gordon		10,000	$	120		10,000
James J. Long		10,000	$	120		10,000
Nicholas Torres III		10,000	$	120		10,000
Total		40,000	$	480		40,000