Aimei Health ends United Hydrogen merger agreement

Aimei Health Technology Co., Ltd. has terminated its planned business combination with United Hydrogen Group Inc. and related Cayman entities.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aimei Health Technology Co., Ltd. has terminated its planned business combination with United Hydrogen Group Inc. and related Cayman entities. The company sent a termination notice on July 7, 2026 under Section 9.1(b) of the Business Combination Agreement after the deal failed to close by the applicable outside date.

As a result, the Business Combination Agreement, originally signed on June 19, 2024 and amended on June 6, 2025, is no longer in effect and the proposed transaction will not be consummated. Aimei’s CEO stated the company remains confident in finding a compelling future transaction.

Positive

None.

Negative

Termination of announced merger: The Business Combination Agreement with United Hydrogen and related entities has been terminated after the deal was not completed by the outside date, leaving Aimei without its previously identified business combination target.

Insights

Aimei’s planned merger with United Hydrogen has lapsed after missing its outside date.

Aimei Health Technology, a blank-check company, has ended its Business Combination Agreement with United Hydrogen Group Inc. after the transaction was not completed by the agreed outside date, triggering a contractual termination right under Section 9.1(b).

For a SPAC, losing an announced target is significant because it removes the identified path to a business combination and returns the vehicle to deal-search mode. The company’s statement emphasizes intent to pursue another “compelling transaction,” but no alternatives are disclosed in this content.

Investors may focus on subsequent disclosures for updates on any new proposed business combination and on the remaining lifecycle of the SPAC structure, including any future shareholder votes or deadlines described in later filings.

8-K Event Classification

3 items: 1.02, 7.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreement signing date: June 19, 2024 Agreement amendment date: June 6, 2025 Termination notice date: July 7, 2026

3 metrics

Agreement signing date June 19, 2024 Business Combination Agreement execution date

Agreement amendment date June 6, 2025 Amendment to Business Combination Agreement

Termination notice date July 7, 2026 Date Aimei terminated Business Combination Agreement

Key Terms

Business Combination Agreement, outside date, Regulation FD Disclosure, emerging growth company

4 terms

Business Combination Agreement financial

"entered into a definitive Business Combination Agreement (as amended on June 6, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

outside date financial

"The termination was triggered by the occurrence of the applicable outside date"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure On July 7, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Aimei Health Technology (AFJK) announce in this 8-K filing?

Aimei Health Technology announced it has terminated its Business Combination Agreement with United Hydrogen Group Inc. and related entities. The company delivered a termination notice on July 7, 2026, so the proposed business combination will not be consummated under the existing agreement.

Why was the Aimei Health–United Hydrogen business combination terminated?

The termination was triggered by the agreement’s outside date being reached without closing the transaction. Under Section 9.1(b) of the Business Combination Agreement, Aimei had the right to terminate once the proposed business combination was not completed by that contractual deadline.

When was the Business Combination Agreement between Aimei Health and United Hydrogen originally signed and amended?

The Business Combination Agreement between Aimei Health and United Hydrogen was originally signed on June 19, 2024. It was subsequently amended on June 6, 2025, before ultimately being terminated by Aimei’s notice delivered on July 7, 2026, effective immediately.

What does Aimei Health’s CEO say about future plans after ending the United Hydrogen deal?

Aimei’s CEO, Xie Junheng, stated the company remains confident in its ability to identify and execute a compelling transaction in the future. He also thanked the United Hydrogen team for their efforts and professionalism throughout the process, indicating an intention to pursue another suitable combination.

Did Aimei Health issue a press release about terminating the United Hydrogen agreement?

Yes. Aimei Health issued a press release on July 8, 2026, announcing the termination of the Business Combination Agreement. The press release was furnished as Exhibit 99.1 to the report and is incorporated by reference under the Regulation FD Disclosure section.

Which securities of Aimei Health Technology are listed on Nasdaq?

Aimei Health’s Nasdaq-listed securities include Ordinary Shares, par value $0.0001 per share, under symbol AFJK; Rights, exchangeable into one-fifth of one Ordinary Share, under AFJKR; and Units, each consisting of one Ordinary Share and one Right, under AFJKU.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/08/2026 - 05:16 PM Accepted by SEC EDGAR 07/08/2026 - 05:15 PM

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 7, 2026

Date of Report (Date of earliest event reported)

AIMEI HEALTH TECHNOLOGY CO., LTD

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-41880

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10 East 53rd Street, Suite 3001

New York, NY

10022

(Address of Principal Executive Offices)

(Zip Code)

86-13758131392

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share	AFJK	The Nasdaq Stock Market LLC
Rights, exchangeable into one-fifth of one Ordinary Share	AFJKR	The Nasdaq Stock Market LLC
Units, each consisting of one Ordinary Share and one Right	AFJKU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously reported, on June 19, 2024 , Aimei Health Technology Co., Ltd (“Aimei Health” or the “Company”) entered into a definitive Business Combination Agreement (as amended on June 6, 2025, the “Business Combination Agreement”) for a business combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (“United Hydrogen”), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands, (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman; (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands; and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions contemplated by the Business Combination Agreement, the representative for Aimei Health and its shareholders.

On July 7, 2026, the Company delivered to United Hydrogen a notice of termination of the Business Combination Agreement pursuant to Section 9.1(b) thereof, effective the same day. As a result, the Business Combination Agreement terminated in accordance with its terms, and the proposed business combination contemplated by the Business Combination Agreement will not be consummated.

Item 7.01 Regulation FD Disclosure

On July 7, 2026, the Company issued a press release announcing the termination of the Business Combination Agreement. The Company has filed a copy of the press release as Exhibit 99.1 hereto, and it is incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 8, 2026

	Aimei Health Technology Co., Ltd

	By:	/s/ Junheng Xie
	Name:	Junheng Xie
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Exhibit 99.1

AIMEI HEALTH TECHNOLOGY CO., LTD. ANNOUNCES TERMINATION OF BUSINESS COMBINATION AGREEMENT WITH UNITED HYDROGEN GROUP INC.

Aimei Health Technology Co., Ltd. Announces Termination of Business Combination Agreement

NEW YORK, July 8, 2026 – Aimei Health Technology Co., Ltd (NASDAQ: AFJK, AFJKU, AFJKR, the “Company”) announced today that it has terminated the Business Combination Agreement, dated as of June 19, 2024, as amended on June 6, 2025, with United Hydrogen Group Inc. (“United Hydrogen”) and the other parties thereto.

The Company delivered a notice of termination to United Hydrogen on July 7, 2026, pursuant to Section 9.1(b) of the Business Combination Agreement, effective immediately. The termination was triggered by the occurrence of the applicable outside date, as the closing of the proposed business combination was not consummated on or prior to such date.

Xie Junheng, Chief Executive Officer and Director of the Company, stated, “Although we were unable to complete the proposed business combination with United Hydrogen within the required timeframe, we remain confident in our ability to identify and execute a compelling transaction in the future. We thank the United Hydrogen team for their efforts and professionalism throughout the process.”

Contact:

Xie Junheng

Aimei Health Technology Co., Ltd

10 East 53rd Street, Suite 3001

New York, NY 10022

Email: Xiejunheng@aimeihealth.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 5.8 KB