Overview

Aifeex Nexus Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 31, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Initial Public Offering (IPO)

On December 6, 2024, the Company consummated its IPO of 8,625,000 units, including 1,125,000 additional units granted to the underwriters to cover over-allotments. Each unit consisted of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $86,250,000.

Simultaneously with the IPO, the Company completed a private placement with its sponsor, Aitefund Sponsor LLC, of 244,250 units at $10.00 per unit, generating gross proceeds of $2,442,500.

Results of Operations

The Company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the IPO, and identifying a target company for an initial business combination. The Company incurred expenses related to being a public company and due diligence for a potential business combination.

For the three months ended March 31, 2025, the Company had a net income of $680,854, which consisted of $896,603 in interest and dividend income on cash and investments held in the trust account, offset by $215,749 in operating costs.

Liquidity and Capital Resources

As of March 31, 2025, the Company had cash of $273,472 and a working capital of $285,131. The Company’s liquidity needs up to that date had been satisfied through a payment from the sponsor and the proceeds from the IPO and private placement.

The Company intends to use the funds held outside the trust account to identify and evaluate target businesses, perform due diligence, and complete an initial business combination. The Company’s directors, officers, and sponsor may provide loans to fund working capital deficiencies or transaction costs, which may be convertible into units of the Company.

The Company’s management has determined that the conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan to address this uncertainty is through the Working Capital Loans and, if necessary, a voluntary liquidation and dissolution.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

The Company has no off-balance sheet financing arrangements and has not entered into any special purpose entities or guaranteed any debt or commitments of other entities.

The Company has contractual obligations related to the registration rights of the holders of the founder shares and private placement units, as well as the underwriting agreement with the IPO underwriters, which includes a deferred underwriting fee payable upon the completion of the initial business combination.

Critical Accounting Policies and Recent Accounting Pronouncements

The Company’s financial statements are prepared in accordance with US GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The Company did not identify any critical accounting estimates.

Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the Company’s financial statements.