I-Fa Chang
About I-Fa Chang
I-Fa Chang is Chief Executive Officer and Chairman of Aimfinity Investment Corp. I (AIMTF), and manager/sole member of its sponsor, Aimfinity Investment LLC; he is a Taiwanese citizen and resident . As a SPAC leader, Chang’s near-term performance focus is completing the Docter business combination while managing redemptions and trust extensions; the company reported substantial doubt about its ability to continue as a going concern absent a timely transaction . Traditional operating metrics (revenue/EBITDA growth) and TSR-based evaluations are not applicable pre-business combination per AIMTF’s SPAC disclosures that it has no operations and generates no operating revenues until a deal closes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aimfinity Investment Corp. I | CEO; Chairman | 2025 (current) | Leads SPAC through extensions and proposed Docter merger; signs SEC filings and trust extension instruments |
| Aimfinity Investment LLC (Sponsor) | Manager; sole member | n/d | Controls 1,692,500 founder (Class B) shares via Sponsor; sets extension financing strategy |
| Aimfinity Investment Merger Sub I | Director | 2025 | Transaction entity for business combination; signatory on deal documents |
| Inkrock Holding Limited | Director | 2025 | Party to SPA/termination agreements tied to transaction structuring |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Docter transaction group entities (PubCo/SPVs) | Counterparty liaison (addresses; notice recipient) | 2025 | Listed as notice/addressee in deal documentation during Docter combination process |
Fixed Compensation
| Component | 2023 | 2024 | 2025 YTD | Notes |
|---|---|---|---|---|
| Base salary (CEO) | Not disclosed; SPAC policy states no salaries pre-business combination | Not disclosed; same policy | Not disclosed; same policy | Company’s S-1/A states no cash payments to sponsor, officers, directors prior to or in connection with the completion of the initial business combination other than limited specified items (e.g., reimbursements) . |
| Cash bonus | — | — | — | No executive cash bonus disclosure in reviewed filings . |
| Office/administrative fees | $5,000/month (to Sponsor) | $5,000/month (to Sponsor) | $5,000/month (to Sponsor) | Paid to Sponsor for office/admin services as permitted; this is a related-party expense, not direct salary to Chang, though he manages Sponsor . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive PSU/RSU plan | — | — | — | — | No PSUs/RSUs disclosed for Chang in reviewed filings . |
| Stock options | — | — | — | — | No option awards disclosed for Chang in reviewed filings . |
Convertible/contingent equity instruments linked to extensions and working capital (economic alignment and potential dilution):
| Instrument | Terms | Amount | Status/Conversion | Vesting/Lockup |
|---|---|---|---|---|
| Working Capital Notes to I-Fa Chang | Non-interest bearing; due at business combination or liquidation; holder may convert to Private Placement Units at $10.00 per unit | Up to $500,000 (Dec 8, 2023); up to $500,000 (Apr 4, 2024); up to $1,500,000 (Oct 21, 2024) | Balance $1,202,852 (12/31/24) and $1,393,270 (6/30/25); Exchange Agreement converts $1,500,000 of notes into 150,000 private units at closing | Private placement units not transferable until 30 days post business combination . |
| Monthly Extension Notes to I-Fa Chang (First EGM) | Nine notes; $85,000 each (Jul 2023–Mar 2024); non-interest; convertible to private units at $10 | $765,000 total | Outstanding until business combination or maturity; convertible by payee | Private placement lockup applies . |
| Monthly Extension Notes (Second EGM) | Nine notes; $60,000 each (Apr–Dec 2024); non-interest; convertible at $10 | $540,000 total | Outstanding; convertible by payee | Private placement lockup applies . |
| Monthly Extension Notes (Third EGM) | Initially three notes of $55,823.8 (Jan–Mar 2025) aggregating $167,471; later eight such notes through Aug 2025 | $167,471 (DEF 14A Jan–Mar 2025); eight notes Jan–Aug 2025 per 10-Q | Outstanding; convertible by payee | Private placement lockup applies . |
| New Monthly Extension Note (post-Oct 27, 2025) | $500 per month extension; automatically exchangeable into PubCo shares at $10 upon closing per exchange agreement | $500 (Oct 27, 2025) | Issued in connection with Charter Amendment; first of up to nine monthly extensions to July 28, 2026 | PubCo share issuance at conversion; standard restrictions apply . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Founder shares (Class B) | Sponsor holds 1,692,500 Class B founder shares; Chang is manager and sole member of Sponsor; he is shown with 1,692,500 Class B (84.1% of Class B) and disclaims beneficial ownership except to the extent of pecuniary interest . |
| Sponsor ownership as % total | Sponsor’s 1,692,500 Class B equated to approximately 26.13% of all outstanding ordinary shares at the time; Sponsor membership interests: Chang ~91.138%, Tian 5.908%, Hsu 2.954% . |
| Founder share cost and forfeiture | Founder shares purchased for ~$25,000; become worthless if no business combination (strong deal-completion incentive) . |
| Lock-ups (founder shares) | Founder shares subject to transfer restrictions: one year after business combination or earlier if Class A trades at or above $12 for 20 out of 30 trading days at least 150 days post-close . |
| Private placement units/lockup | Private placement units (and underlying warrants/shares) not transferable until 30 days after business combination . |
| Vested vs unvested | Pre-close founder shares awarded to certain directors (60,000 total) and 20,000 to CFO vest only upon consummation of a business combination; no expense recognized as of 6/30/25 . |
| Pledging/hedging | No pledging arrangements were identified in reviewed ownership and related-party disclosures . |
| Redemptions impact | Multiple EGMs resulted in significant redemptions and trust distributions, shrinking float and raising alignment/dilution considerations (e.g., ~$23.78M distributed in Third EGM redemptions) . |
Multi-period related-party financing with conversion potential (chronological columns):
| Metric | 12/31/2024 | 3/31/2025 | 6/30/2025 |
|---|---|---|---|
| Working Capital Loans Outstanding ($) | $1,202,852 (non-interest, convertible at $10) | $1,318,175 (aggregate provided; expected to rise pre-close) | $1,393,270 (non-interest, convertible at $10) |
Extensions financed by Chang (by phase):
| Extension Phase | Count | $ per Note | Aggregate $ |
|---|---|---|---|
| First EGM (Jul 2023–Mar 2024) | 9 | $85,000 | $765,000 |
| Second EGM (Apr–Dec 2024) | 9 | $60,000 | $540,000 |
| Third EGM (Jan–Mar 2025 initial) | 3 | $55,823.8 | $167,471 |
| Third EGM (Jan–Aug 2025 updated) | 8 | $55,824 | $446,592 |
| Post-Charter Amendment (Oct 27, 2025) | 1 | $500 | $500 |
Employment Terms
- Executive agreements, severance, and change-of-control: No employment contract, severance multiple, or change-of-control cash provisions for Chang were disclosed in reviewed filings; SPAC framework emphasizes no cash compensation pre-close aside from specified reimbursements/notes .
- Convertible note economics: Upon closing, up to $1.5M of extension/working capital notes held by Chang convert into private units or PubCo shares at $10, aligning incentives to close but creating potential dilution .
- Non-compete/solicit, clawbacks, tax gross-ups: Not disclosed in reviewed filings .
Board Governance
- Roles and independence: Chang serves as both CEO and Chairman; he also manages the Sponsor controlling founder shares (dual-role independence concern) .
- Committee structure: Company charters require an Audit Committee of independent directors and its oversight of related-party transactions; membership names not specified in reviewed materials .
- Director election/control: Prior to a business combination, only founder share (Class B) holders vote on directors; in continuation votes, Class B has 10 votes per share vs. 1 vote per Class A share, evidencing founder control pre-close .
- Post-close board composition: Merger Amendment No. 1 revised composition to 5 directors, with 3 designated by Docter until the first PubCo meeting and 2 designated by the Sponsor until the second PubCo meeting .
- Conflicts disclosure: Sponsor’s founder shares become worthless if no deal; insiders agreed to waive redemption rights and may provide loans convertible to equity—recognized by the Board as interests differing from public shareholders .
Director Compensation
- Equity-based awards: Pre-IPO founder shares were transferred to certain directors (60,000 total) subject to vesting upon a successful business combination; fair value ~$1.37/share; no expense recognized as of 6/30/25 .
- Cash retainers/fees: No director cash retainers or meeting fees disclosed in reviewed filings; SPAC policy limits payments to reimbursements and specified items prior to completion of a business combination .
Performance & Track Record
- Operational/financial performance: As a SPAC, Aimfinity stated it has no operations or operating revenues until completion of its initial business combination; management disclosed going concern risks given the combination deadline and limited liquidity .
- Execution actions: Chang financed multiple monthly extensions and working capital via non-interest promissory notes with conversion features to maintain deal optionality and listing prospects .
Compensation Structure Analysis
- Shift toward equity-linked instruments: Pre-close incentives are primarily founder-share economics and convertible notes into private units/PubCo shares at $10, heightening close incentives and potential dilution rather than cash pay .
- Guaranteed vs at-risk pay: No guaranteed salary/bonus disclosed; incentives revolve around completion of business combination and lockup/price triggers (e.g., $12 share price for early release) .
- Repricing/modification of awards: No option repricing or equity award modifications for Chang disclosed in reviewed materials .
Related Party Transactions
- Founder shares and private units: Sponsor acquired founder shares for ~$25,000; private placement units subject to post-close lockup; founders transferred limited founder shares to certain directors/CFO, vesting upon a deal .
- Working capital and extension notes: Multiple non-interest notes were issued to Chang as Sponsor manager/designee, with conversion rights; an April 8, 2025 Exchange Agreement converts $1.5M of notes into 150,000 private units at close .
- New monthly extension (Oct 27, 2025): $500 extension and related note to Chang with automatic exchange into PubCo shares at $10 upon closing .
Say-on-Pay & Shareholder Feedback
- No say-on-pay voting history or shareholder compensation proposals were disclosed in reviewed proxy materials; the October 2025 DEF 14A related to charter/NTA amendments and governance timelines, not compensation votes .
Expertise & Qualifications
- Citizenship/residency: Taiwanese citizen and resident .
- Current leadership: CEO and Chairman of the Board; principal executive officer certifications filed with the SEC .
- Education/technical credentials: Not disclosed in reviewed filings .
Equity Ownership & Alignment (Detail Table)
| Holder | Class B Shares | % of Class B | Notes |
|---|---|---|---|
| I-Fa Chang (through Sponsor; manager/sole member) | 1,692,500 | 84.1% | Disclaims beneficial ownership except to extent of pecuniary interest; Sponsor stake ~26.13% of all outstanding ordinary shares; Sponsor membership: Chang ~91.138% . |
Employment Terms (Severance/CoC) Summary
| Term | Disclosure |
|---|---|
| Severance multiple | Not disclosed . |
| Change-of-control (cash) | Not disclosed . |
| Trigger (single/double) | Not disclosed . |
| Clawback policy | Not disclosed . |
| Non-compete/solicit | Not disclosed . |
Board Service History and Committee Roles
- Board service: Chairman of the Board; signs proxy and SEC filings on behalf of the Board .
- Committee roles: Audit Committee required by charter; specific committee memberships/chairs not identified in reviewed materials .
- Dual-role implications: Combined CEO/Chairman role and Sponsor control (including pre-close director election rights and multi-vote Class B in certain circumstances) present independence and entrenchment concerns typical of SPACs; Board acknowledged insider conflicts in recommending charter actions .
Risk Indicators & Red Flags
- Dual role and Sponsor control: CEO/Chairman also manages Sponsor controlling founder shares; founder shares worthless if no deal (conflict toward completion) .
- Dilution risk: Significant extension and working capital notes convertible into private units/PubCo shares at $10 .
- Going concern: Substantial doubt disclosed without timely business combination .
- Regulatory review: Company assesses CFIUS risk as low for the Docter deal but highlights potential impacts if transaction changes; Sponsor deemed a “foreign person” under CFIUS rules due to membership composition .
Investment Implications
- Alignment: Chang’s economics are dominated by founder shares and convertible notes, tightly coupling his outcomes to closing the business combination; this alignment supports deal execution but can bias toward completing less favorable terms to avoid founder share forfeiture and realize note conversion, a classic SPAC tension .
- Liquidity/overhang: Post-close lockups on founder/PPU securities and the scale/timing of redemptions suggest near-term float constraints and potential selling pressure as lockups expire; note conversions at $10 add incremental supply over time .
- Governance: Dual CEO/Chair plus Sponsor control pre-close, and negotiated post-close board seats (2 Sponsor designees), merit a governance discount until the combined company transitions to a more independent board and operating cadence .
- Execution risk: Going concern disclosure and repeated extensions underscore timeline risk; if the Docter combination fails to close under Nasdaq listing criteria and redemptions continue, residual trust value and transaction viability could compress further .