Aimei Health Enters Material Definitive Agreement

TL;DR

Aimei Health signed a big deal, details TBD.

AI Summary

On June 19, 2024, Aimei Health Technology Co., Ltd. entered into a material definitive agreement. The company, incorporated in the Cayman Islands, filed this 8-K report with the SEC. Specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Aimei Health Technology, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Aimei Health Technology Co., Ltd. (company) — Registrant
• June 19, 2024 (date) — Date of earliest event reported
• 10 East 53rd Street, Suite 3001 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share AFJK The Nasdaq Stock Mar
• $5,000,001 — reholders, Aimei Health having at least $5,000,001 of net tangible assets upon the closing
• $12.00 — Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits

Filing Documents

• form8-k.htm (8-K) — 115KB
• ex2-1.htm (EX-2.1) — 945KB
• ex10-1.htm (EX-10.1) — 96KB
• ex10-2.htm (EX-10.2) — 69KB
• ex10-3.htm (EX-10.3) — 87KB
• ex10-4.htm (EX-10.4) — 178KB
• ex10-5.htm (EX-10.5) — 148KB
• ex99-1.htm (EX-99.1) — 43KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-024409.txt ( ) — 2203KB
• afjk-20240619.xsd (EX-101.SCH) — 4KB
• afjk-20240619_def.xml (EX-101.DEF) — 26KB
• afjk-20240619_lab.xml (EX-101.LAB) — 37KB
• afjk-20240619_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

United 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 19, 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 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) +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 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 1.01 Entry into a Material Definitive Agreement. Merger Agreement The Merger Aimei Health Technology Co., Ltd (" Aimei Health ") is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On June 19, 2024 , Aimei Health entered into a definitive Business Combination Agreement (the " Merger Agreement ") for a business combination (the " Business Combination ") with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands (" United Hydrogen " or the " Company "), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands (" Pubco "), (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (" First Merger Sub "); (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (" Second Merger Sub " and, together with Pubco and First Merger Sub, each, individually, an " Acquisition Entity " and, collectively, the " Acquisition Entities "); and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions contemplated by the Merger Agreement (the " Closing "), the representative for Aimei Health and its shareholders (the " Sponsor "). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) First Merger Sub will merge with and into the Company (the " First Merger "), whereby the separate existence of First Merger Sub will cease, and the Company will be the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco; and (ii) following confirmation of the effective filing of the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into Aimei Health (the " Second Merger ", and together with the First Merger, the " Mergers "), whereby the separate existence of Second Merger Sub will cease, and Aimei Health will be the surviving corporation of the Second Merger as a wholly-owned subsidiary of Pubco. As a result of the Mergers, among other things, (i) all outstanding ordinary shares of United Hydrogen (except for the Company Specially Designated Ordinary Shares and the Company Dissenting Shares (each as defined in the Merger Agreement)) will be cancelled and converted into the right to receive such number of Class A ordinary shares of Pubco (" Pubco Class A Ordinary Shares ")

View Full Filing

View this 8-K filing on SEC EDGAR