8-K
Aimei Health Technology Co., Ltd. (AFJK)
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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
June6, 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<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 10 East 53rd Street**, Suite 3001**<br><br> <br>New York**, NY** | 10022 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> Shares, par value $0.0001 per share | AFJK | The<br> Nasdaq<br> Stock Market LLC |
| Rights,<br> exchangeable into one-fifth of one Ordinary Share | AFJKR | The<br> Nasdaq<br> Stock Market LLC |
| Units,<br> each consisting of one Ordinary Share and one Right | AFJKU | The<br> Nasdaq<br> 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 19, 2024, Aimei Health Technology Co., Ltd (“Aimei Health”) entered into a definitive Business Combination Agreement (the “Merger Agreement”) for a business combination (the “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 (“Pubco”), (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub” and, together with Pubco and First Merger Sub, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”); 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 Merger Agreement, the representative for Aimei Health and its shareholders (“Purchaser Representative”).
On June 6, 2025, Aimei Health, United Hydrogen, the Acquisition Entities, and Purchaser Representative entered into an amendment to the Merger Agreement (the “Amendment”) solely to amend Section 9.1(b) of the Merger Agreement to extend the Outside Date defined thereunder from March 31, 2025 to September 30, 2025.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
IMPORTANT
NOTICES
AdditionalInformation and Where to Find It
This Current Report on Form 8-K relates to a proposed business combination among Aimei Health, United Hydrogen, and the Acquisition Entities. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Business Combination, Pubco has filed a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”) that includes a preliminary proxy statement of Aimei Health and a registration statement/preliminary prospectus of Pubco, and after the Registration Statement is declared effective, Aimei Health will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date to be established for voting on the proposed transactions in connection with its solicitation of proxies for the vote by its shareholders in connection with the proposed Business Combination and the other matters as will be described in such proxy statement. Aimei Health and Pubco will also file other documents regarding the proposed transactions with the SEC. Before making any voting decision, investors and security holders of Aimei Health are urged to read the registration statement, the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transactions as they become available because they will contain important information about the proposed transactions.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Aimei Health through the website maintained by the SEC at www.sec.gov. The documents filed by Aimei Health with the SEC also may be obtained free of charge upon written request to Aimei Health Technology Co., Ltd, 10 East 53rd Street, Suite 3001
New York, NY 10022.
Participantsin Solicitation
Aimei Health, Pubco, United Hydrogen, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Aimei Health shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Aimei Health’s shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus included in the Registration Statement to be filed with the SEC in connection with the proposed transactions. You can find more information about Aimei Health’s directors and executive officers in Aimei Health’s final prospectus related to its initial public offering dated December 1, 2023 and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
NoOffer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-LookingStatements Legend
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among United Hydrogen, Aimei Health and the Acquisition Entities. Forward-looking statements include information concerning Aimei Health’s and United Hydrogen’s possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on Aimei Health’s or United Hydrogen’s management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against Aimei Health, United Hydrogen, or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain the approval of the shareholders of Aimei Health or United Hydrogen or to satisfy other conditions to closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the risk that the Business Combination disrupts current plans and operations of United Hydrogen or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the effect of the announcement or pendency of the transaction on United Hydrogen’s business relationships, operating results, and business generally; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of United Hydrogen to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) the price of Aimei Health’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which United Hydrogen operates, variations in operating performance across competitors, changes in laws and regulations affecting United Hydrogen’s business, United Hydrogen’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure; (k) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the Business Combination and negatively impact the trading price of Aimei Health’s securities and the attractiveness of the Business Combination to investors; (l) the possibility that Aimei Health and United Hydrogen may be adversely affected by other economic, business, and/or competitive factors; (m) United Hydrogen’s ability to execute its business plans and strategies; (n) United Hydrogen’s estimates of expenses and profitability; (o) the amount of redemption requests made by Aimei Health’s public shareholders; (p) the risk that the transaction may not be completed by Aimei Health’s business combination deadline and the potential failure to obtain extensions of the business deadline if sought by Aimei Health; and (q) the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on the proposed transactions or on the ability to implement business plans, forecasts, and other risks and uncertainties indicated from time to time in the final prospectus of Aimei Health relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Aimei Health. Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Aimei Health’s registration statement on Form S-1 (File No. 333-272230), the joint proxy statement/prospectus on Form F-4 discussed above, and other documents filed by Aimei Health or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pubco, United Hydrogen, and Aimei Health assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Pubco, United Hydrogen, nor Aimei Health gives any assurance that either Pubco, United Hydrogen, or Aimei Health, or the combined company, will achieve its expectations.
Item9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 2.1 | First<br> Amendment to Business Combination Agreement dated as of June 6, 2025 |
| 104 | Cover<br> 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: June 11, 2025
| Aimei Health Technology Co., Ltd | |
|---|---|
| By: | /s/ Junheng Xie |
| Name: | Junheng<br> Xie |
| Title: | Chief<br> Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer) |
Exhibit2.1
FIRSTAMENDMENT
TO
BUSINESSCOMBINATION AGREEMENT
This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of June 6, 2025, by and among (i) Aimei Health Technology Co., Ltd, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) Aimei Investment Ltd, an exempted company incorporated with limited liability in the Cayman Islands, in the capacity as, from and after the Closing, the representative for Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “PurchaserRepresentative” or “Aimei Investment”), (iii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) United Hydrogen VictorLimited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“FirstMerger Sub”); (v) United Hydrogen Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”); and (vi) United HydrogenGroup Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
RECITALS:
WHEREAS, Purchaser, Purchaser Representative, Pubco, First Merger Sub, Second Merger Sub, and the Company have entered into that certain Business Combination Agreement, dated as of June 19, 2024 (the “Business Combination Agreement”); and
WHEREAS, the Parties now desire to amend the Business Combination Agreement as set forth herein.
NOW,THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Business Combination Agreement, the Parties hereto, intending to be legally bound, do hereby acknowledge and agree as follows:
1. Amendment to Business Combination Agreement. Section 9.1(b) of the Business Combination Agreement is hereby amended by deleting in its entirety and replacing with the following:
“(b) by written notice by Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by September 30, 2025 (as may be extended pursuant to the next proviso, the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, Pubco, First Merger Sub or Second Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was a material and proximate cause of, or materially and proximately resulted in, the failure of the Closing to occur on or before the Outside Date.”
2. Miscellaneous. Except as expressly provided in this First Amendment, all of the terms and provisions in the Business Combination Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the “Agreement” and the “Business Combination Agreement” in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Business Combination Agreement, as amended by this First Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Business Combination Agreement, as amended by this First Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Business Combination Agreement is materially different from or inconsistent with any provision of this First Amendment, the provision of this First Amendment shall control, and the provision of the Business Combination Agreement shall, to the extent of such difference or inconsistency, be disregarded. Sections 11.1 through 11.10, and 11.12 through 11.16 of the Business Combination Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this First Amendment as if all references to the “Agreement” contained therein were instead references to this First Amendment.
[SignaturePages Follow]
IN WITNESS WHEREOF, each Party hereto has caused this First Amendment to be signed and delivered as of the date first written above.
| Purchaser: | |
|---|---|
| AIMEI HEALTH TECHNOLOGY CO., LTD | |
| By: | /s/<br> Xie Junheng |
| Name: | Xie<br> Junheng |
| Title: | CEO<br> and Director |
| Purchaser Representative: | |
| --- | --- |
| AIMEI INVESTMENT LTD | |
| By: | /s/<br> Xie Junheng |
| Name: | Xie<br> Junheng |
| Title: | Secretary |
[SignaturePage to First Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, each Party hereto has caused this First Amendment to be signed and delivered as of the date first written above.
| Pubco: | |
|---|---|
| UNITED HYDROGEN GLOBAL INC. | |
| By: | /s/<br> Xia Ma |
| Name: | Xia<br> Ma |
| Title: | Director |
| First Merger Sub: | |
| UNITED HYDROGEN VICTOR LIMITED | |
| By: | /s/<br> Xia Ma |
| Name: | Xia<br> Ma |
| Title: | Director |
| Second Merger Sub: | |
| UNITED HYDROGEN WORLDWIDE LIMITED | |
| By: | /s/<br> Xia Ma |
| Name: | Xia<br> Ma |
| Title: | Director |
| The Company: | |
| UNITED HYDROGEN GROUP INC. | |
| By: | /s/<br> Xia Ma |
| Name: | Xia<br> Ma |
| Title: | Director |
[SignaturePage to First Amendment to Business Combination Agreement]