Aimei Health Technology Co., Ltd PRE 14A, filed Jan 10, 2025

Aimei Health Technology Co., Ltd. (AFJK)

PRE 14A 2025-01-10 For: 2025-01-10

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Added on October 18, 2026

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1.	Proposal 1 – To approve, by 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 insert the words “, or, if such trust agreement has been amended, in that trust agreement, as amended from time to time, in accordance with its terms” after the words “and referred to in the Registration Statement” in that Article (the “Article Amendment Proposal”);

	2.	Proposal 2 – To approve an amendment to the Investment Management Trust Agreement dated December 1, 2023 (the “Trust Agreement”), entered into by and between Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) and the Company governing the trust account established in connection with the Company’s initial public offering (“IPO”), to amend the amount of funds to be deposited by our sponsor, Aimei Investment Ltd (the “Sponsor”) into the trust account in connection with extending the timeframe within which the Company must consummate its initial business combination, from $0.033 per Public Share (as defined below) (for each monthly extension) to an amount equal to $60,000 for all outstanding Public Shares (for each monthly extension) (the “Trust Agreement Amendment Proposal ”);

	3.	Proposal 3 – To approve, by ordinary resolution, the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and approve the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (the “Auditor Appointment Proposal”); and

	4.	Proposal 4 – To approve, by ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).

	By Order of the Board,

	/s/ Junheng Xie
	Junheng Xie
	Chief Executive Officer
	Aimei Health Technology Co., Ltd

	●	By Internet: During the Extraordinary General Meeting, you may vote online at https://www.virtualshareholdermeeting.com/AFJKU2025.

	●	By Mail: You may vote by completing and returning the enclosed proxy card by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

	●	In Person: All shareholders are cordially invited to attend the Extraordinary General Meeting in person. If you plan on attending the Extraordinary General Meeting in person, please email xiejunheng@aimeihealth.com at least one day prior to the Extraordinary General Meeting.


*What is being voted on?*	You are being asked to consider and vote on the following Proposals:

		●	Article Amendment Proposal: a proposal to approve by 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 insert the words “, or, if such trust agreement has been amended, in that trust agreement, as amended from time to time, in accordance with its terms” after the words “and referred to in the Registration Statement” in that Article;

		●	Trust Agreement Amendment Proposal: a proposal to approve an amendment to the Investment Management Trust Agreement dated December 1, 2023 (the “Trust Agreement”), entered into by and between Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) and the Company governing the trust account established in connection with the Company’s initial public offering (“IPO”), to amend the amount of funds to be deposited by our sponsor, Aimei Investment Ltd (the “Sponsor”) into the trust account in connection with extending the timeframe within which the Company must consummate its initial business combination, from $0.033 per Public Share (for each monthly extension) to an amount equal to $60,000 for all outstanding Public Shares (for each monthly extension);

		●	Auditor Appointment Proposal: a proposal to approve by ordinary resolution the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and approve the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

		●	Adjournment Proposal: a proposal to approve by ordinary resolution to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.

		If the Article Amendment Proposal is duly approved by a special resolution of our shareholders, Aimei Health will offer to redeem the Public Shares held by the Public Shareholders electing to be redeemed in accordance with Article 35.11 of the Articles. No redemption of Public Shares shall be offered in the event that the Article Amendment Proposal is not approved. The Board believes that the approval of Trust Agreement Amendment Proposal will provide the Sponsor with an incentive and lessen the Sponsor’s burden to fund the fees for each Monthly Extension that may be required for the Company to complete an initial business combination by or before December 6, 2025, which will provide our shareholders with the opportunity to participate in such initial business combination. The Board believes that the Trust Agreement Amendment Proposal is necessary in order to be able to consummate an initial business combination within the Combination Period. Therefore, the Board has determined that it is in the best interests of the Company to give effect to the proposed amendment to the Trust Agreement and recommends our shareholders approve and adopt the Trust Agreement Amendment Proposal. The purpose of the Auditor Appointment Proposal is to give our shareholders the opportunity to ratify the selection by our audit committee of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 and approve the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. However, if our shareholders do not approve the selection of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, the Board and audit committee may reconsider the selection of MaloneBailey, LLP as our independent registered public accounting firm. MaloneBailey, LLP has served as the Company’s independent registered public accounting firm since 2023. The Board recommends our shareholders approve and adopt the Auditor Appointment Proposal.

		If the Adjournment Proposal is not approved by the Company’s shareholders, the chairman will not be able to adjourn the Shareholder Meeting to a later date or dates to approve the foregoing proposals. The Board recommends our shareholders approve and adopt the Adjournment Proposal.

*How do the Aimei Health insiders intend to vote their shares?*		All of Aimei Health’s directors and officers, its Sponsor and their respective affiliates are expected to vote any ordinary shares over which they have voting control (including any Public Shares owned by them) in favor of the Proposals. Aimei Health’s directors and officers, its Sponsor, and their respective affiliates are not entitled to redeem the founder shares which include 1,725,000 ordinary shares initially issued to Aimei Investment Ltd for an aggregate purchase price of $25,000 (the “Founder Shares”) or the ordinary shares underlying the Private Units (as defined below). On the Record Date, Aimei Health’s directors, executive officers, its Sponsor and their respective affiliates beneficially owned and were entitled to vote 1,725,000 Founder Shares and 332,000 Private Units, representing approximately 22.79% of Aimei Health’s issued and outstanding ordinary shares. Aimei Health’s directors, executive officers, its Sponsor and their respective affiliates may choose to buy Public Shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase Public Shares from shareholders who would otherwise have voted against the Proposals. Any Public Shares held by or subsequently purchased by affiliates of Aimei Health may be voted in favor of the Proposals.

*Does the Board recommend voting for the approval of the Proposals?*		Yes. After careful consideration of the terms and conditions of these Proposals, the Board has determined that the Article Amendment Proposal, the Trust Agreement Amendment Proposal, the Auditor Appointment Proposal and the Adjournment Proposal are in the best commercial interests of Aimei Health. The Board recommends that Aimei Health’s shareholders vote “FOR” for the Article Amendment Proposal, the Trust Agreement Amendment Proposal, the Auditor Appointment Proposal and the Adjournment Proposal.

*What interests do the Company’s sponsor, directors and officers have in the approval of the proposals?*		Aimei Health’s directors, officers, its Sponsor and their respective affiliates have interests in the Proposals that may be different from, or in addition to, your interests as a shareholder. These interests include direct or indirect ownership of certain securities of the Company. See the section entitled “The Article Amendment Proposal — Interests of Aimei Health’s Sponsor, Directors and Officers.”

*Do I have appraisal rights if I object to the Proposals?*		Our shareholders do not have appraisal rights in connection with any of the Proposals under Cayman Islands law.

*If the Article Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, what happens next?*		If the Article Amendment Proposal is not approved, we will not offer to redeem the Public Shares held by the Public Shareholders in accordance with Article 35.11 of the Articles and we may have less flexibility to consummate the initial business combination. Public Shareholders will retain their right to redeem their Public Shares for cash, on a pro-rata basis at a per-share amount equal to the aggregate amount of the funds available in the Trust Account on the date that is two Business Days prior to the consummation of a business combination, including interest earned but net of taxes payable, divided by the number of then outstanding Public Shares, or to have their Public Shares redeemed for cash, on a pro-rata basis, at a price per share amount equal to the aggregate amount on deposit in the Trust Account (including interest not previously released to us, which shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, if the Company has not completed the business combination by the Termination Date. If the Trust Agreement Amendment Proposal is not approved, the ability to extend the time frame to consummate the initial business combination is contingent upon our Sponsor depositing into the Trust Account the required amount of funds for each Monthly Extension (i.e., $0.033 per Public Share) in accordance with the current terms of the Trust Agreement.

*What do I need to do now?*		Aimei Health urges you to read carefully and consider the information contained in this proxy statement and to consider how the Proposals will affect you as a Aimei Health shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

*How do I vote?*		If you are a holder of record of Aimei Health’s ordinary shares, you may vote in person or online at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting in person or online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope so that it is received not less than 48 hours before the time for holding the Extraordinary General Meeting. You may still attend the Extraordinary General Meeting and vote in person or online if you have already voted by proxy. If your ordinary shares of Aimei Health are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting in person or online. However, since you are not the shareholder of record, you may not vote your shares in person or online at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

*How do I exercise my redemption rights?*		If the Article Amendment Proposal is duly approved by special resolution of our shareholders, each Public Shareholder may seek to redeem all or a portion of its Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. You will also be able to redeem your Public Shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by December 6, 2025, or by an earlier date if the Sponsor does not deposit the monthly extension fee required for the monthly extensions. In order to exercise your redemption rights in connection with the Article Amendment Proposal, you must, prior to 5:00 p.m. Eastern time on January 29, 2025 (two business days before the Extraordinary General Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address: Continental Stock Transfer & Trust Company 1 State Street Plaza, 30th Floor New York, New York 10004 Attn: SPAC Redemption Team E-mail: spacredemptions@continentalstock.com The redemption rights include the requirement that a shareholder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address in order to validly redeem its Public Shares.

	●	our ability to obtain approval for the Proposals;

	●	our ability to complete the initial business combination;

	●	the amount of redemptions by our public shareholders;

	●	the market price and liquidity of our public securities;

	●	the per-share redemption price; or

	●	the Trust Account being subject to claims of third parties.

	●	The fact that our initial shareholders, including the Sponsor and our directors and officers, hold 1,725,000 Founder Shares and 332,000 Private Units that would expire worthless if a business combination is not consummated. The Founder Shares had an aggregate market value of approximately $____________ based on the closing price for the Company’s Public Shares of $____________ on the Nasdaq on the Record Date and the Private Units had an aggregate market value (assuming they have the same value per Unit as the Public Units) of $____________ based on the closing price for the Public Units of $____________ on the Nasdaq on the Record Date;

	●	Even if the trading price of our ordinary shares lost substantial value prior to the consummation of a business combination, due to the low amount of the initial investment in the Company made by the Sponsor, if an initial business combination is completed, the initial shareholders are likely to be able to make a substantial profit on their investment in us even if the ordinary shares have lost significant value. On the other hand, if the Article Amendment Proposal is not approved and the Company liquidates without completing its initial business combination before December 6, 2025, the initial shareholders will lose their entire investment in us;

	●	In order to finance transaction costs in connection with an intended initial business combination, our Sponsor, affiliates of the Sponsor, officers, and directors may, but are not obligated to, make loans from time to time to us to fund certain capital requirements (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a business combination into additional Private Units at a price of $10.00 per Unit. As of December 31, 2024, there were no amounts outstanding under any Working Capital Loan;

	●	financial institutions or financial services entities;

	●	broker-dealers;

	●	taxpayers that are subject to the mark-to-market accounting rules;

	●	tax-exempt entities;

	●	governments or agencies or instrumentalities thereof;

	●	insurance companies;

	●	regulated investment companies or real estate investment trusts;

	●	expatriates or former long-term residents of the United States;

	●	persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class of our shares;

	●	persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

	●	persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

	●	partnerships (or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), or persons holding our securities through such partnerships or other pass-through entities; or

	●	persons whose functional currency is not the U.S. dollar.

Name	Age	Title
Junheng Xie	35	Chief Executive Officer and Director
Heung Ming Henry Wong	55	Chief Financial Officer and Director
Lin Bao	50	Independent Director
Dr. Julianne Huh	55	Independent Director
Robin Hoksnes Karlsen	31	Independent Director

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

	●	each of our current officers and directors; and

	●	all current officers and directors as a group.

Name and Address of Beneficial Owner⁽¹⁾	Number of Ordinary Shares Beneficially Owned		Approximate Percentage of Outstanding Ordinary Shares
Sponsor, directors and officers (including former officers)
Aimei Investment Ltd⁽²⁾		1,905,000		21.1	%
Junheng Xie⁽³⁾		—		—
Heung Ming Henry Wong		42,000		*	%
Lin Bao		20,000		*	%
Julianne Huh		20,000		*	%
Robin Hoksnes Karlsen		20,000		*	%
Juan Andres Fernandez Pascual⁽³⁾		50,000		*	%

All directors and officers as a group (six individuals, including one former chief executive officer)		152,000		1.7	%

Other 5% or greater beneficial owners
First Trust Merger Arbitrage Fund⁽⁴⁾		649,911		7.2	%
First Trust Capital Management L.P.⁽⁵⁾		719,796		8.0	%
Wolverine Asset Management, LLC⁽⁶⁾		539,039		6.0	%
Wealthspring Capital LLC⁽⁷⁾		914,798		10.1	%
Karpus Investment Management⁽⁸⁾		1,100,657		12.2	%

	(1)	Unless otherwise indicated, the business address of each of the entity and individuals is 10 East 53^rd Street, Suite 3001, New York, NY 10022.

	(2)	Represents 1,573,000 Founder Shares and 332,000 Private Shares held by Aimei Investment Ltd, our Sponsor. Huang Han, who is the sole shareholder and director of the Sponsor, has voting and dispositive power over the shares held of record by our Sponsor. The business address of Aimei Investment Ltd is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, George Town, Cayman Islands.

	(3)	On April 15, 2024, Juan Andres Fernandez Pascual resigned as chief executive officer, secretary and director of Aimei Health, effective immediately. On April 19, 2024, Aimei Health’s Board appointed Junheng Xie as the chief executive officer, secretary and a director of Aimei Health with effect from April 15, 2024.

	(4)	Based on a Schedule 13G filed on November 14, 2024. The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”). FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”). FTCS is a Delaware limited partnership and control person of FTCM. Sub GP is a Delaware limited liability company and control person of FTCM. VARBX is a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including the Company’s ordinary shares) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Company’s ordinary shares held in the Client Accounts. According to the schedule, Joy Ausili is the Trustee, Vice President and Assistant Secretary of VARBX. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

	(5)	Based on a Schedule 13G filed on November 14, 2024. The schedule was filed jointly by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”). FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”). FTCS is a Delaware limited partnership and control person of FTCM. Sub GP is a Delaware limited liability company and control person of FTCM. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the ordinary shares owned by FTCM. According to the schedule, Chad Eisenberg is the chief operating officer of FTCM, FTCS, and Sub GP. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.

	(6)	Based on a Schedule 13G filed on October 16, 2024. The schedule relates to shares owned by Wolverine Asset Management, LLC (“WAM”). The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc., the general partner of Wolverine Holdings. The address of the principal business office of WAM is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

	(7)	Based on a Schedule 13G filed on March 8, 2024. The statement was filed jointly filed by Wealthspring Capital LLC (“Wealthspring”) and Matthew Simpson, who is a U.S. citizen and a manager of Wealthspring. The principal business address for Wealthspring and for Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

	(8)	Based on a Schedule 13G filed on April 9, 2024. Karpus Investment Management (“Karpus”) is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The address of the principal business office for Karpus is 183 Sully’s Trail, Pittsford, New York 14534.