Aimei Health Technology Reports Material Definitive Agreement

TL;DR

Aimei Health Tech filed an 8-K on Feb 7th detailing a material agreement, financial obligations, and security holder changes as of Feb 5th.

AI Summary

Aimei Health Technology Co., Ltd. filed an 8-K on February 7, 2025, reporting several material events as of February 5, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and modifications to security holder rights. The company also submitted matters to a vote of security holders and made amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant corporate actions and potential changes in financial obligations or security holder rights for Aimei Health Technology Co., Ltd.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and financial obligations, which can introduce new risks or alter existing ones for the company.

Key Players & Entities

• Aimei Health Technology Co., Ltd. (company) — Filer of the 8-K report
• 0001979005 (company) — Central Index Key for Aimei Health Technology Co., Ltd.
• February 5, 2025 (date) — Date of the reported events
• February 7, 2025 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share AFJK The Nasdaq Stock Mar
• $0.033 — ation (" Extension "), is adjusted from $0.033 per each share sold in its IPO (the " P
• $150,000 — onthly extension) to an amount equal to $150,000 for all outstanding Public Shares (for
• $75,000 — ween the Payees, with each contributing $75,000, to fund the Extension Payment (as defi
• $10.00 — ate units of the Company, at a price of $10.00 per unit, each consisting of one ordina
• $10.77 — res for cash at an approximate price of $10.77 per share, for an aggregate of approxim
• $31.27 million — hare, for an aggregate of approximately $31.27 million. Following the payment of the redemptio
• $43.02 million — nt will have a balance of approximately $43.02 million and the Company will have 6,121,733 sha

Filing Documents

• form8-k.htm (8-K) — 80KB
• ex3-1.htm (EX-3.1) — 10KB
• ex10-1.htm (EX-10.1) — 32KB
• ex10-2.htm (EX-10.2) — 43KB
• 0001493152-25-005465.txt ( ) — 407KB
• afjk-20250205.xsd (EX-101.SCH) — 4KB
• afjk-20250205_def.xml (EX-101.DEF) — 26KB
• afjk-20250205_lab.xml (EX-101.LAB) — 37KB
• afjk-20250205_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

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 $0.033 per each share sold in its IPO (the " Public Share ") (for each monthly extension) to an amount equal to $150,000 for all outstanding Public Shares (for each monthly extension). The Trust Agreement Amendment is filed as Exhibit 10.1 hereto, which is incorporated herein by reference. Promissory Note The Company issued, on February 6, 2025, an unsecured promissory note in the total principal amount of $150,000 (the " Promissory Note ") to Aimei Investment 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 (as defined below). 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

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. As previously reported in a Current Report on Form 8-K filed on February 4, 2025, the Company held its previously announced extraordinary general meeting of shareholders of the Company (the " Extraordinary General Meeting "). On such date, the Company adjourned the Extraordinary General Meeting to February 5, 2025, at 4:00 p.m. Eastern Time with approval from its board of directors, as it did not achieve a quorum and therefore was unable to transact business at the meeting. On February 5, 2025, the Company held its previous adjourned Extraordinary General Meeting (the " Adjourned Meeting "). At the Adjourned Meeting, the Company's shareholders voted on the proposals listed below, which were described in the Company's definitive proxy statement for the Extraordinary General Meeting, filed with the U.S. Securities and Exchange Commission (the " SEC ") on January 21, 2025, which was later supplemented by the additional proxy materials dated January 30, 2025. 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 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 following is a tabulation of the voting results: Ordinary shares: Votes For Votes Against Abstentions Number of outstanding ordinary shares voted: 5,289,042 272,816 0 Percentage of outstanding ordinary shares: 58.60 % 3.02 % - Proposal 2 - Trust Agreement Amendment Proposal The holders of the outstanding or

SIGNATURES

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: February 7, 2025 Aimei Health Technology Co., Ltd By: /s/ Junheng Xie Name: Junheng Xie Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR