United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Trust Agreement Amendment
As approved by its shareholders at the Extraordinary General Meeting (defined below), Aimei Health Technology Co., Ltd (the “Company”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 1, 2023 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company, as trustee (“Trustee”). Pursuant to the Trust Agreement Amendment, the amount of funds to be deposited into the trust account managed by the Trustee (the “Trust Account”) in connection with extending the timeframe within which the Company must consummate its initial business combination (“Extension”), is adjusted from $150,000 for all outstanding ordinary shares sold in its IPO (the “Public Shares”) (as defined below) for each monthly extension, to an amount equal to the lesser of (i) $80,000 for all outstanding Public Shares and (ii) $0.033 for each outstanding Public Share for each monthly extension.
The Trust Agreement Amendment is filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the results of the Extraordinary General Meeting, Article 35.2 of the Amended and Restated Articles of Association of the Company, as in effect immediately prior to the Extraordinary General Meeting, was amended and restated to essentially extend the date by which the Company has to consummate a business combination from 24 months from the date of the Company’s initial public offering (namely, December 6, 2025) to 36 months from the date of the Company’s initial public offering (namely, December 6, 2026). In accordance with Cayman Islands law, the Company will forward a copy of the special resolution approving the Article Amendment Proposal to the Cayman Islands Registrar of Companies (in the form attached as Exhibit 3.1). Such exhibit is incorporated by reference into this Item 5.03. The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this to the extent required herein.
Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Article Amendment Proposal on November 26, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 26, 2025, the Company held its previously announced extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”) in the offices of the Company’s counsel, Hunter Taubman Fischer & Li LLC, at 950 Third Avenue, 19th Floor, New York, NY 10022 and virtually online at https://www.virtualshareholdermeeting.com/AFJKU2025SM2, pursuant to due notice The board of directors of the Company fixed the close of business on September 26, 2025 as the Record Date for the determination of shareholders entitled to notice of and to vote at the Extraordinary General Meeting or at any adjournment thereof. On the Record Date, the Company had 6,121,733 ordinary shares issued and outstanding and holders of such shares were entitled to notice of and to vote at the Extraordinary General Meeting. At the Extraordinary General Meeting, holders of the Company’s outstanding ordinary shares in attendance (represented in person or by proxy) voted on four proposals presented, the Article Amendment Proposal, the Trust Agreement Amendment Proposal, the Auditor Appointment Proposal, and the Adjournment Proposal, each as described in the proxy statement dated November 10, 2025 (the “EGM Proxy Statement”). The shareholders represented in person or by proxy and entitled to vote at the Extraordinary General Meeting cast their votes as described below.
Capitalized terms used but not defined herein have the meaning given to them in the EGM Proxy Statement.
Proposal 1 - Article Amendment Proposal
The holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the Extraordinary General Meeting approved, as a special resolution, the proposal to amend and restate Article 35.2 of the Amended and Restated Articles of Association of the Company currently in effect (the “Articles”), to essentially extend the date by which the Company has to consummate a business combination from 24 months from the date of the Company’s initial public offering (namely, December 6, 2025) to 36 months from the date of the Company’s initial public offering (namely, December 6, 2026). The following is a tabulation of the voting results:
Ordinary shares:
| Votes For | Votes Against | Abstentions | ||||||||||
| Number of outstanding ordinary shares voted: | 4,511,997 | 199,722 | 0 | |||||||||
There were 587,452 broker non-votes with respect to the Article Amendment Proposal. Broker non-votes are counted for quorum purposes.
Proposal 2 - Trust Agreement Amendment Proposal
The holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the Extraordinary General Meeting approved the proposal to amend the Investment Management Trust Agreement dated December 1, 2023, entered into by and between Continental Stock Transfer & Trust Company, as trustee, and the Company, to adjust the amount of funds to be deposited into the Trust Account in connection with extending the timeframe within which the Company must consummate its initial business combination, from $150,000 for all outstanding Public Shares (as defined below) for each monthly extension, to an amount equal to the lesser of (i) $80,000 for all outstanding Public Shares and (ii) $0.033 for each outstanding Public Share for each monthly extension. The following is a tabulation of the voting results:
Ordinary shares:
| Votes For | Votes Against | Abstentions | ||||||||||
| Number of outstanding ordinary shares voted: | 4,511,997 | 199,722 | 0 | |||||||||
There were 587,452 broker non-votes with respect to Trust Amendment Proposal.
Proposal 3 - Auditor Appointment Proposal
The holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the Extraordinary General Meeting approved the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2025. The following is a tabulation of the voting results:
Ordinary shares:
| Votes For | Votes Against | Abstentions | ||||||||||
| Number of outstanding ordinary shares voted: | 5,105,901 | 193,270 | 0 | |||||||||
There were no broker non-votes with respect to the Auditor Appointment Proposal.
Proposal 4 - Adjournment Proposal
The holders of the outstanding ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the Extraordinary General Meeting approved the proposal to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Article Amendment Proposal, the Trust Agreement Amendment Proposal, or the Auditor Appointment Proposal, to be determined by the chairman of the Extraordinary General Meeting. The following is a tabulation of the voting results:
Ordinary shares:
| Votes For | Votes Against | Abstentions | ||||||||||
| Number of outstanding ordinary shares voted: | 5,099,449 | 199,722 | 0 | |||||||||
There were no broker non-votes with respect to the Adjournment Proposal.
Item 8.01. Other Events.
In connection with the approval of the Article Amendment Proposal and the Trust Agreement Amendment Proposal at the Extraordinary General Meeting, and as of the reporting date, holders of 3,942,661 Public Shares exercised their right to redeem those shares for cash at an approximate price of $11.37 per share, for an aggregate of approximately $44.8 million. Following the payment of the redemptions, the Trust Account will have a balance of approximately $0.7 million and the Company will have 2,179,072 shares outstanding.
As previously reported in a Current Report on Form 8-K filed on November 12, 2025, the Company held an extraordinary general meeting of shareholders of the Company (the “Business Combination EGM) to approve the United Hydrogen Business Combination (as defined in the EGM Proxy Statement). Among the aforementioned 3,942,661 Public Shares tendered for redemption in this Extraordinary General Meeting, (i) 987,260 shares are tendered for redemption in connection with the Business Combination EGM but are not tendered for redemption in connection with this Extraordinary General Meeting, the redemption of which shares will be effected upon the closing of the Business Combination; (ii) 2,942,050 shares tendered for redemption in connection with the Business Combination EGM also elected redemption in connection with this Extraordinary General Meeting, the redemption of which shares will be effected upon this Extraordinary General Meeting; and (iii) 13,351 shares were not tendered for redemption in connection with the Business Combination EGM but were tendered redemption in connection with this Extraordinary General Meeting, the redemption of which shares will be effected upon this Extraordinary General Meeting.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings with the SEC, including under the caption “Risk Factors” in the reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Form of Director’s Certificate certifying the special resolution passed by the Company at the Extraordinary General Meeting | |
| 10.1 | Second Amendment to the Investment Management Trust Agreement, dated December 2, 2025, by and between Aimei Health Technology Co., Ltd and Continental Stock Transfer & Trust Company | |
| 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: December 2, 2025
| Aimei Health Technology Co., Ltd | ||
| By: | /s/ Junheng Xie | |
| Name: | Junheng Xie | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Aimei Health Technology Co., Ltd
Registered Company Number: 399535
(Company)
Director’s Certificate
I, the undersigned, being a director of the Company, hereby CERTIFY that the following special resolution was duly passed at an extraordinary general meeting of shareholders of the Company held at 10:00 am Eastern Time on November 26, 2025, at the offices of Hunter Taubman Fischer & Li LLC, our legal counsel, at 950 Third Avenue, 19th Floor, New York, NY 10022 (the EGM) and in a virtual format, in accordance with the amended and restated memorandum and articles of association of the Company then in effect.
Capitalised terms not defined herein shall have the meaning ascribed to them in the Notice of Extraordinary General Meeting and proxy statement dated November 10, 2025 provided to the Company’s shareholders.
Special resolution
“RESOLVED, as a special resolution, an amendment to Article 35.2 of the Amended and Restated Articles of Association of the Company currently in effect (the “Articles”) to amend and restate Article 35.2 to extend the date by which the Company has to consummate a business combination from 24 months from the date of the Company’s initial public offering (namely, December 6, 2025) to 36 months from the date of the Company’s initial public offering (namely, December 6, 2026) by the deletion of the existing Article 35.2 in its entirety and the insertion of the following language in its place:
The Company has until 12 months from the closing of the IPO to consummate a Business Combination, provided however that if the board of directors anticipates that the Company may not be able to consummate a Business Combination within 12 months of the closing of the IPO, the Company may, by resolution of directors if requested by the Sponsor, extend the period of time to consummate a Business Combination up to twenty-four times, each by an additional one month (for a total of up to 36 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account in accordance with terms as set out in the trust agreement governing the Trust Account and referred to in the Registration Statement, or, if such trust agreement has been amended, in that trust agreement, as amended from time to time, in accordance with its terms. In the event that the Company does not consummate a Business Combination within 12 months from the closing of the IPO or within up to 36 months from the closing of the IPO (subject in the latter case to valid 1 month extensions having been made in each case (such date falling 12 months or up to 36 months, as applicable, after the closing of the IPO being referred to as the Termination Date)), such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than five (5) Business Days thereafter to redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of our remaining Members and our directors, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other applicable law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.”
I, the undersigned, do hereby declare that the above contains a true and exact copy of an extract of the special resolution passed by the shareholders of the Company at the EGM.
| Aimei Health Technology Co., Ltd | ||
| By: | /s/Junheng Xie | |
| Name: | Junheng Xie | |
| Title: | Director | |
Dated: November 26, 2025
Exhibit 10.1
SECOND AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Second Amendment (this “Amendment”) to the Trust Agreement (as defined below) is made and entered into as of December 2, 2025, by and between Aimei Health Technology Co., Ltd (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee have entered into that certain Investment Management Trust Agreement, dated December 1, 2023 (the “Trust Agreement” or “Original Agreement”);
WHEREAS, the Company and the Trustee have entered into that certain First Amendment to Investment Management Trust Agreement, dated February 6, 2025 (the “First Amendment,” together with the Original Agreement, the “Amended Trust Agreement”);
WHEREAS, the parties hereto now desire to amend the Original Agreement as set forth herein;
WHEREAS, Section 1(i) of the Amended Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at an extraordinary general meeting of the Company held on November 26, 2025, the Company’s shareholders approved a proposal to amend the Amended Trust Agreement to (i) extend the deadline for consummating a business combination from 24 months from the date of the Company’s initial public offering to 36 months from the date of the Company’s initial public offering, and (ii) amend the monthly fees required to be deposited into the Trust Account to extend the date by which the Company must consummate its initial business combination.
NOW THEREFORE, IT IS AGREED:
| 1. | Section 1(i) of the Amended Trust Agreement is hereby amended and restated in its entirety as follows: |
| “(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned not previously released to the Company to pay its taxes payable or owed (and, in the case of Exhibit B, less up to 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that (x) in the event that a Termination Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 36 months from the closing of the IPO by depositing an amount equal to the lesser of (i) $80,000 for all remaining public shares and (ii) $0.033 for each outstanding public share, for each one-month extension, but has not completed the Business Combination within the applicable monthly anniversary of the Closing (“Last Date”), or (y) upon the end of a 30-day cure period after the date any additional amount of funds was required to be deposited in the Trust Account as a condition of any extension of the Last Date approved by the Company’s shareholders, the Trust Account shall be liquidated by the Trustee in accordance with the procedures set forth in the Termination Letter attached as Exhibit B or similar hereto (net of taxes payable or owed and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) and distributed to the Public Shareholders as of the Last Date.” |
| 2. | Exhibit D of the Amended Trust Agreement is hereby amended and restated in its entirety as follows: |
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, N.Y. 10004
Attn: Francis Wolf and Celeste Gonzalez
| Re: | Trust Account — Extension Letter |
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(l) of the Investment Management Trust Agreement dated December 1, 2023 between Aimei Health Technology Co., Ltd. (“Company”) and Continental Stock Transfer & Trust Company, as amended (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from _______ to _________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[] for all remaining public shares, which will be wired to you, into the Trust Account investments upon receipt.
This is the ____ of up to twelve Extension Letters.
Very truly yours,
AIMEI HEALTH TECHNOLOGY CO., LTD
| By: | ||
| Name: | Junheng Xie | |
| Title: | Chief Executive Officer |
cc: Spartan Capital Securities, LLC
| 3. | All other provisions of the Original Agreement shall remain unaffected by the terms hereof. |
| 4. | This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
| 5. | This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto. |
| 6. | This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President |
AIMEI HEALTH TECHNOLOGY CO., LTD
| By: | /s/ Junheng Xie | |
| Name: | Junheng Xie | |
| Title: | Chief Executive Officer |