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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
November
6, 2025
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 |
|
00-0000000N/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
5.07. Submission of Matters to a Vote of Security Holders.
As
previously reported in a Current Report on Form 8-K filed on June 20, 2024, Aimei Health Technology Co., Ltd (the “Company”
or “Aimei Health”) entered into a definitive business combination agreement dated June 19, 2024 (as amended,
the “Business Combination Agreement”), with Aimei Investment Ltd, a Cayman Islands exempted company, in its
capacity as the representative of the Company and the shareholders of the Company, United Hydrogen Global Inc., an exempted company with
limited liability incorporated in the Cayman Islands (“Pubco”), United Hydrogen Victor Limited, an exempted
company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “First Merger
Sub”), United Hydrogen Worldwide Limited, an exempted company with limited liability incorporated in the Cayman Islands
and a wholly owned subsidiary of Pubco (the “Second Merger Sub”), and United Hydrogen Group Inc., an exempted
company with limited liability incorporated in the Cayman Islands (“United Hydrogen”). Pursuant to the Business
Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the
Business Combination Agreement, (i) the First Merger Sub will merge with and into United Hydrogen, with United Hydrogen surviving the
First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive
shares of Pubco, and Pubco, First Merger Sub, and United Hydrogen shall cause the First Merger to be consummated by executing the First
Merger Plan of Merger; and (ii) the Second Merger Sub will merge with and into Aimei Health, with Aimei Health surviving the Second Merger
as a wholly owned subsidiary of Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares
of Pubco, and Pubco, Second Merger Sub, and Aimei Health shall cause the Second Merger to be consummated by executing the Second Plan
of Merger (the transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Business
Combination”).
On
November 6, 2025, the Company held an extraordinary general meeting of shareholders of the Company (the “Extraordinary General
Meeting”) in the offices of the Company’s counsel, Hunter Taubman Fischer & Li LLC, at 950 Third Avenue, 19th
Floor, New York, NY 10022 and virtually online at www.virtualshareholdermeeting.com/AFJKU2025SM, pursuant to due notice. The board of
directors of the Company fixed the close of business on September 26, 2025 as the Record Date for the determination of shareholders entitled
to notice of and to vote at the Extraordinary General Meeting or at any adjournment thereof. On the Record Date, the Company had 6,121,733
ordinary shares issued and outstanding and holders of such shares were entitled to notice of and to vote at the Extraordinary General
Meeting. At the Extraordinary General Meeting, holders of the Company’s outstanding ordinary shares in attendance (represented
in person or by proxy) voted on four proposals presented, the Business Combination Proposal, the Merger Proposal, the Share Issuance
Proposal, and the Adjournment Proposal, each as described in the proxy statement dated October 10, 2025 (the “EGM Proxy Statement”).
The shareholders represented in person or by proxy and entitled to vote at the Extraordinary General Meeting cast their votes as described
below.
Capitalized
terms used but not defined herein have the meaning given to them in the EGM Proxy Statement.
Proposal
1 - Business Combination Proposal
The
holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the
Extraordinary General Meeting approved, as an ordinary resolution, the proposal to approve the Business Combination Agreement. The following
is a tabulation of the voting results:
Ordinary
shares:
| | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Number of outstanding ordinary shares voted: | |
| 3,832,573 | | |
| 1,580,804 | | |
| 0 | |
| Percentage of votes cast | |
| 70.80 | % | |
| 29.20 | % | |
| - | |
Proposal
2 - Merger Proposal
The
holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the
Extraordinary General Meeting approved, as a special resolution, the proposal to approve the Second Merger and Second Merger Plan of
Merger and annexes thereto in compliance with the Companies Act (Revised) of the Cayman Islands and in substantially in the form and
substance of Annex D to the accompanying EGM Proxy Statement and to confirm, ratify, and approve in all respects all other
transactions contemplated by the Business Combination Agreement occurring in connection with the Second Merger. The following is a tabulation
of the voting results:
Ordinary
shares:
| | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Number of outstanding ordinary shares voted: | |
| 3,832,573 | | |
| 1,580,804 | | |
| 0 | |
| Percentage of votes cast | |
| 70.80 | % | |
| 29.20 | % | |
| - | |
Proposal
3 - Share Issuance Proposal
The
holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the
Extraordinary General Meeting approved, as an ordinary resolution, the proposal to approve, for purposes of complying with applicable
Nasdaq listing rules and subject to the approval of the Business Combination Proposal and the Merger Proposal, the issuance of approximately
157,568,133 newly issued ordinary shares in the Business Combination, and which amount will be determined as described
in more detail in the accompanying EGM Proxy Statement. The following is a tabulation of the voting results:
Ordinary
shares:
| | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Number of outstanding ordinary shares voted: | |
| 3,639,303 | | |
| 1,774,074 | | |
| 0 | |
| Percentage of votes cast: | |
| 67.23 | % | |
| 32.77 | % | |
| - | |
Proposal
4 - Adjournment Proposal
The
holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the
Extraordinary General Meeting approved, as an ordinary resolution, the proposal to direct the chairman of the meeting to adjourn the
meeting to a later date or dates, if necessary or appropriate in the determination of the Company, (i) to permit, among other things,
further solicitation and vote of proxies, including if, based upon the tabulated vote at the time of the meeting, the Company is not
authorized to consummate the Business Combination, and (ii) to allow reasonable additional time for filing or mailing of any legally
required supplement or amendment to the accompanying EGM Proxy Statement, or (iii) if the holders of the Public Shares have elected to
redeem such number of shares such that the Pubco’s ordinary shares would not be approved for listing on a U.S. stock exchange.
The following is a tabulation of the voting results:
Ordinary
shares:
| | |
Votes For | | |
Votes Against | | |
Abstentions | |
| Number of outstanding ordinary shares voted: | |
| 3,639,303 | | |
| 1,774,074 | | |
| 0 | |
| Percentage of votes cast: | |
| 67.23 | % | |
| 32.77 | % | |
| - | |
Item
8.01. Other Events.
In
connection with the approval of the Business Combination Proposal and the Merger Proposal at the Extraordinary General Meeting, and
as of the reporting date, an aggregate amount of 3,950,411 Public Shares were tendered for redemption by holders of the
outstanding ordinary shares of the Company. The Company expects to use its best efforts to complete the Business Combination as soon
as practicable, subject to various conditions, including regulatory approvals.
The
Company has filed a definitive proxy statement (the “Extension Proxy Statement”) for extension on November
10, 2025 (File No. 001-41880) for an extraordinary general meeting (the “Extension EGM”) to approve an extension
of the time it has to consummate a business combination, in case the Company cannot complete the Business Combination before December
6, 2025, the current termination date. If the Company consummates the Business Combination prior to the Extension EGM, the Extension
EGM will be cancelled, and any redemption request submitted in connection with this Extraordinary General Meeting will be effected upon
the closing of the Business Combination. In the event that the Extension EGM is held and the Article Amendment Proposal is approved and
implemented, (i) if any shares are tendered for redemption in connection with this Extraordinary General Meeting but are not tendered
for redemption in connection with the Extension EGM, the redemption of such shares will be effected upon the closing of the Business
Combination; and (ii) if any shares tendered for redemption in connection with this Extraordinary General Meeting also elects redemption
in connection with the Extension EGM, the redemption of such shares will be effected upon the Extension EGM.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or
in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating
to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings
with the U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors”
in the reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto
or any change in events, conditions or circumstances on which any statement is based.
Item
9.01 Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 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:
November 10, 2025
| |
Aimei
Health Technology Co., Ltd |
| |
|
|
| |
By: |
/s/
Junheng Xie |
| |
Name: |
Junheng
Xie |
| |
Title: |
Chief
Executive Officer |
