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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
April
17, 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 00-0000000 |
(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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 17, 2026, Aimei Health Technology Co., Ltd (the “Company”) received a notice (the “Notice”)
from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”),
notifying the Company that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31,
2025 (the “Annual Report”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”) requiring Nasdaq-listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission
(the “SEC”). The Annual Report was due on March 31, 2026. The Company filed a Notification of Late Filing on
Form 12b-25 with the SEC on April 1, 2026.
The
Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company fails to
timely regain compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under
the Nasdaq rules, the Company has 60 calendar days from the date of the Notice either to file the Annual Report or to submit a plan to
Nasdaq to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, the Company could be granted up to
180 calendar days from the Annual Report’s due date to regain compliance. If Nasdaq does not accept the Company’s plan, the
Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
While
the Company can provide no assurances as to timing, the Company is working diligently to complete and file the Annual Report and expects
to regain compliance with the Listing Rule.
On
April 21, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that it had received the
Notice. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K may contain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements provide management’s
current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical
or current fact. Statements containing words such as “believe,” “intend,” “plan,” “may,”
“expect,” “should,” “could,” “anticipate,” “estimate,” “predict,”
“project,” or their negatives, or other similar expressions of a future or forward-looking nature, generally should be considered
forward-looking statements. The forward-looking statements in this Current Report are based on management’s current expectations
and assumptions about future events that involve inherent risks and uncertainties. While the Company considers these expectations and
assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks
and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company undertakes
no obligation to review or update any forward-looking statements, whether as a result of new information, future events, or otherwise,
unless required by law.
Item
9.01 Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 21, 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:
April 21, 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 RECEIVES NASDAQ NOTICE REGARDING DELAYED ANNUAL REPORT
New
York, NY – April 21, 2026 – Aimei Health Technology Co., Ltd (the “Company”) (Nasdaq: AFJK) today announced that
on April 17, 2026, it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 (the “Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”),
the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”). The Annual Report was due on March 31, 2026, and the Company filed a Notification of Late Filing on Form 12b-25 with the
SEC on April 1, 2026.
The
Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company fails to
timely regain compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under
Nasdaq rules, the Company has 60 calendar days from the date of the Notice to either file the Annual Report or submit a plan to Nasdaq
to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, the Company may be granted up to 180 calendar
days from the Annual Report’s due date to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will
have the opportunity to appeal that decision to a Nasdaq hearings panel.
The
Company is working diligently to complete and file the Annual Report and expects to regain compliance with the Listing Rule.
This
announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.
About
Aimei Health Technology Co., Ltd
Aimei
Health Technology Co., Ltd is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the
purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business
combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be
limited to a particular industry or geographic region, although the Company intends to pursue prospective targets focused on healthcare
innovation.
Forward-Looking
Statements
This
press release contains “forward-looking” statements within the meaning of the federal securities laws. These statements are
based on management’s current expectations and assumptions and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statements except
as required by applicable law.
For
investor and media inquiries, please contact:
Aimei
Health Technology Co., Ltd
10
East 53rd Street, Suite 3001
New
York, NY 10022
Attention:
Junheng Xie
Email:
Xiejunheng@aimeihealth.com
