Aimei Health Technology Co., Ltd.

8-K · form8-k.htm

0001979005

 2026-06-04
 2026-06-04

 0001979005

 AFJK:OrdinarySharesParValue0.0001PerShareMember

 2026-06-04
 2026-06-04

 0001979005

 AFJK:RightsExchangeableIntoOnefifthOfOneOrdinaryShareMember

 2026-06-04
 2026-06-04

 0001979005

 AFJK:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember

 2026-06-04
 2026-06-04

 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

  

 June
4, 2026

 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 $34,330.96 (the “ Extension Payment ”) has been deposited into the trust account of Aimei Health
Technology Co., Ltd (the “ Company ”) for its public shareholders, representing the lessor of (i) $80,000 for all outstanding
public shares and (ii) $0.033 for each outstanding public share for each monthly extension, 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
June 6, 2026 to July 6, 2026 (the “ Termination Date ”). The Extension is the nineteenth extension 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 June 4, 2026, an unsecured promissory note in the total principal amount of $34,330.96
(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 $17,165.48, 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 June 4, 2026, 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:
June 4, 2026

  

  
 Aimei Health Technology Co., Ltd

  
  
  

  
 By:
 /s/ Junheng
 Xie

  
 Name:
 Junheng Xie

  
 Title:
 Chief Executive Officer and Director

  
  
 (Principal Executive Officer)