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    Aimei Health Technology Co. Ltd filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    4/7/25 4:01:28 PM ET
    $AFJK
    Get the next $AFJK alert in real time by email
    false 0001979005 0001979005 2025-04-04 2025-04-04 0001979005 AFJK:OrdinarySharesParValue0.0001PerShareMember 2025-04-04 2025-04-04 0001979005 AFJK:RightsExchangeableIntoOnefifthOfOneOrdinaryShareMember 2025-04-04 2025-04-04 0001979005 AFJK:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember 2025-04-04 2025-04-04 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

     

    April 4, 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 April 6, 2025 to May 6, 2025 (the “Termination Date”). The Extension is the fifth 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 April 4, 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 April 4, 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: April 7, 2025

     

      Aimei Health Technology Co., Ltd
         
      By: /s/ Junheng Xie
      Name: Junheng Xie
      Title: Chief Executive Officer and Director
        (Principal Executive Officer)

     

     

     

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