8-K
Aimei Health Technology Co., Ltd. (AFJK)
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
December11, 2024
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 |
|---|---|---|
| (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) |
+34
678 035200
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 Stock Market LLC |
| Rights,<br> exchangeable into one-fifth of one Ordinary Share | AFJKR | The<br> Nasdaq Stock Market LLC |
| Units,<br> each consisting of one Ordinary Share and one Right | AFJKU | The<br> 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. ☐
Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Extensionof the Termination Date
An aggregate of $227,000 (the “Extension Payment”) has been deposited into the trust account of Aimei Health Technology Co., Ltd (the “Company”) for its public shareholders, representing $0.033 per public share, 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 December 6, 2024 to January 6, 2024 (the “Termination Date”). The Extension is the first of up to 12 extensions permitted under the Amended and Restated Articles of Association of the Company currently in effect.
PromissoryNote
In connection with the Extension, the Company issued, on December 11, 2024, an unsecured promissory note in the total principal amount of $227,000 (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 $113,500, 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 December 11, 2024, by and among Aimei Health Technology Co., Ltd, Aimei Health Ltd, and United Hydrogen Group Inc. |
| 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: December 13, 2024
| Aimei Health Technology Co., Ltd | |
|---|---|
| By: | /s/ Junheng Xie |
| Name: | Junheng<br> Xie |
| Title: | Chief<br> Executive Officer and Director |
| (Principal<br> Executive Officer) |
Exhibit 10.1




