false
0001979005
0001979005
2025-07-06
2025-07-06
0001979005
AFJK:OrdinarySharesParValue0.0001PerShareMember
2025-07-06
2025-07-06
0001979005
AFJK:RightsExchangeableIntoOnefifthOfOneOrdinaryShareMember
2025-07-06
2025-07-06
0001979005
AFJK:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember
2025-07-06
2025-07-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
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 |
|
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Extension
of the Termination Date
An
aggregate of $150,000 (the “Extension Payment”) has been deposited into the trust account of Aimei Health Technology
Co., Ltd (the “Company”) for its public shareholders, which enables the
Company to further extend the period of time it has to consummate its initial business combination by one month (the “Extension”)
from July 6, 2025 to August 6, 2025 (the “Termination Date”). The Extension is the eighth of up to 12 extensions
permitted under the Amended and Restated Articles of Association of the Company currently in effect.
Promissory
Note
In
connection with the Extension, the Company issued, on July 6, 2025 , an unsecured promissory note in the total principal amount
of $150,000 (the “Promissory Note”) to Aimei Health Ltd, a Cayman Islands exempted company (the “Sponsor”)
and United Hydrogen Group Inc., an exempted company with limited liability incorporated
in the Cayman Islands (“United Hydrogen,” and together with the Sponsor, the “Payees”).
The amount was equally divided between the Payees, with each contributing $75,000, to fund the
Extension Payment. The Promissory Note does not bear interest and the principal thereunder becomes due and payable upon the date
on which the Company consummates a business combination with United Hydrogen (the “Business Combination”).
The Payees have the right, but not the obligation, to convert the Promissory Note, in whole or in part, into private units of the Company,
at a price of $10.00 per unit, each consisting of one ordinary share and one right to receive one-fifth (1/5) of one ordinary share of
the Company, immediately prior to the consummation of the Business Combination, by providing the Company with written notices of their
intention to convert the Promissory Note at least two business days prior to the closing of the Business Combination.
The
foregoing description of the Promissory Note is not complete and is qualified in its entirety by reference to the text of such document,
which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item
9.01 Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note, dated July 6, 2025, by and among Aimei Health Technology Co., Ltd, Aimei Health Ltd, and United Hydrogen Group Inc. |
| 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 7, 2025
| |
Aimei Health Technology Co., Ltd |
| |
|
|
| |
By: |
/s/ Junheng
Xie |
| |
Name: |
Junheng Xie |
| |
Title: |
Chief Executive Officer and Director |
| |
|
(Principal Executive Officer) |
