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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
August
21, 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 |
|
00-0000000 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 21, 2026, Aimei Health Technology Co., Ltd (the “Company”) received a letter (the “MVLS Notice”) from
the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, for the last
30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below $50,000,000, which
is the minimum MVLS required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). On the
same date, the Company received a separate letter (the “MVPHS Notice” and, together with the MVLS Notice, the “Notices”)
from the Nasdaq Listing Qualifications Department, notifying the Company that, for the last 30 consecutive business days, the Company’s
Market Value of Publicly Held Shares (“MVPHS”) was below $15,000,000, which is the minimum MVPHS required for continued listing
on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C). The Notices have no immediate effect on the listing of the
Company’s ordinary shares, which will continue to be traded on The Nasdaq Global Market under the symbol “AFJK,” subject
to the Company’s compliance with the other Nasdaq listing requirements.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company is provided a compliance period of 180 calendar days from the date of
the MVLS Notice, or until February 17, 2027, to regain compliance with the minimum MVLS requirement. If, at any time during this compliance
period, the Company’s MVLS closes at $50,000,000 or more for a minimum of 10 consecutive business days, Nasdaq will provide the
Company written confirmation of compliance and this matter will be closed. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the
Company has a compliance period of 180 calendar days from the date of the MVPHS Notice, or until February 17, 2027, to regain compliance
with the minimum MVPHS requirement. If, at any time during this compliance period, the Company’s MVPHS closes at $15,000,000 or
more for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter
will be closed.
If
the Company does not regain compliance with the minimum MVLS or MVPHS requirements before the expiration of the applicable compliance
period, the Company will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider
applying to transfer its securities to The Nasdaq Capital Market, provided that it satisfies the applicable continued listing requirements
of The Nasdaq Capital Market. The Company intends to monitor its MVLS and MVPHS and may consider available options to regain compliance
with the applicable Nasdaq Listing Rules. There can be no assurance that the Company will successfully maintain the listing of its ordinary
shares on The Nasdaq Global Market or, if transferred, on The Nasdaq Capital Market.
Item
9.01. Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104
|
|
Cover
Page Interactive Data File (formatted in Inline XBRL). |
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:
August 25, 2026
| |
Aimei
Health Technology Co., Ltd |
| |
|
|
| |
By: |
/s/
Junheng Xie |
| |
Name:
|
Junheng
Xie |
| |
Title: |
Chief
Executive Officer and Director |
| |
|
(Principal
Executive Officer) |