Form 8-K - Current report

 

 

 

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

 

February 5, 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
(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 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 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 10.2 hereto and which is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure regarding the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Pursuant to the results of the Adjourned Meeting (defined below), Article 35.2 of the Amended and Restated Articles of Association of the Company, as in effect immediately prior to the Adjourned Meeting, was amended 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. In accordance with Cayman Islands law, the Company will forward a copy of the special resolution approving the Article Amendment Proposal to the Cayman Islands Registrar of Companies (in the form attached as Exhibit 3.1). Such exhibit is incorporated by reference into this Item 5.03. The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this to the extent required herein.

 

Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Article Amendment Proposal on February 6, 2025.

 

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 ordinary shares of the Company in attendance (represented in person or by proxy) and entitled to vote at the Extraordinary General Meeting approved the proposal to amend the Investment Management Trust Agreement dated December 1, 2023, entered into by and between Continental Stock Transfer & Trust Company, as trustee, and the Company, to adjust the amount of funds to be deposited 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 $150,000 for all outstanding Public Shares (for each monthly extension). 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 3 - Auditor Appointment 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 the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2023 and the engagement of MaloneBailey, LLP to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2024. 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 4 - Adjournment 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 the proposal to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Article Amendment Proposal, the Trust Agreement Amendment Proposal, or the Auditor Appointment Proposal, to be determined by the chairman of the Extraordinary General Meeting. The following is a tabulation of the voting results:

 

Ordinary shares:

 

		Votes For				Votes Against				Abstentions
Number of outstanding ordinary shares voted:			5,289,074				272,784				0
Percentage of outstanding ordinary shares:			58.60	%			3.02	%			-

 

Item 8.01. Other Events.

 

In connection with the approval of the Article Amendment Proposal and the Trust Agreement Amendment Proposal at the Adjourned Meeting, holders of 2,904,267 Public Shares exercised their right to redeem those shares for cash at an approximate price of $10.77 per share, for an aggregate of approximately $31.27 million. Following the payment of the redemptions, the Trust Account will have a balance of approximately $43.02 million and the Company will have 6,121,733 shares outstanding.

 

On February 3, 2025, the Company made a deposit of $150,000 (the “Extension Payment”) to the trust account to extend the period of time the Company has to consummate an initial business combination from February 6, 2025 to March 6, 2025.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings with the SEC, including under the caption “Risk Factors” in the reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Item 9.01 Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Form of Director’s Certificate certifying the special resolution passed by the Company at the Extraordinary General Meeting
10.1		First Amendment to the Investment Management Trust Agreement, dated February 6, 2025, by and between Aimei Health Technology Co., Ltd and Continental Stock Transfer & Trust Company
10.2		Promissory Note, dated February 6, 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: February 7, 2025

 

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

 

 

Exhibit 3.1

 

Aimei Health Technology Co., Ltd

 

Registered Company Number: 399535

 

(Company)

 

Director’s Certificate

 

I, the undersigned, being a director of the Company, hereby CERTIFY that the following special resolution was duly passed at an extraordinary general meeting of shareholders of the Company held at 4:00 pm Eastern Time on February 5, 2025 and concluding on February 6, 2025, at the offices of Hunter Taubman Fischer & Li LLC, our legal counsel, at 950 Third Avenue, 19^th Floor, New York, NY 10022 (the EGM) and in a virtual format, in accordance with the amended and restated memorandum and articles of association of the Company then in effect.

 

Capitalised terms not defined herein shall have the meaning ascribed to them in the Notice of Extraordinary General Meeting and proxy statement dated January 21, 2025 (as supplemented by a supplement to the proxy statement dated January 30, 2025) provided to the Company’s shareholders.

 

Special resolution

 

“RESOLVED, as a 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, be confirmed, adopted, approved and ratified in all respects.”

 

I, the undersigned, do hereby declare that the above contains a true and exact copy of an extract of the special resolution passed by the shareholders of the Company at the EGM.

 

Aimei Health Technology Co., Ltd
By:
Name:
Title:	Director
Dated:

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This First Amendment (this “Amendment”) to the Trust Agreement (as defined below) is made and entered into as of February 6, 2025, by and between Aimei Health Technology Co., Ltd (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee have entered into that certain Investment Management Trust Agreement, dated December 1, 2023 (the “Trust Agreement” or “Original Agreement”);

 

WHEREAS, the parties hereto now desire to amend the Original Agreement as set forth herein;

 

WHEREAS, Section 1(i) of the Original Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and

 

WHEREAS, at an extraordinary general meeting of the Company held on __________, 2025, the Company’s shareholders approved a proposal to amend the Trust Agreement to amend the monthly fees required to be deposited into the Trust Account to extend the date by which the Company must consummate its initial business combination.

 

NOW THEREFORE, IT IS AGREED:

 

1.	Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned not previously released to the Company to pay its taxes payable or owed (and, in the case of Exhibit B, less up to 50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that (x) in the event that a Termination Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 24 months from the closing of the IPO by depositing $150,000 for all remaining public shares, for each one-month extension, but has not completed the Business Combination within the applicable monthly anniversary of the Closing (“Last Date”), or (ii) upon the end of a 30-day cure period after the date any additional amount of funds was required to be deposited in the Trust Account as a condition of any extension of the Last Date approved by the Company’s shareholders, the Trust Account shall be liquidated by the Trustee in accordance with the procedures set forth in the Termination Letter attached as Exhibit B or similar hereto (net of taxes payable or owed and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) and distributed to the Public Shareholders as of the Last Date.”

 

 

 

2.	Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

[Letterhead of Company]

 

[Insert date]

 

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez

 

Re:

Trust Account — Extension Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(l) of the Investment Management Trust Agreement dated December 1, 2023 between Aimei Health Technology Co., Ltd. (“Company”) and Continental Stock Transfer & Trust Company, as amended (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from _______ to _________ (the “Extension”).

 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $150,000 for all remaining public shares, which will be wired to you, into the Trust Account investments upon receipt.

 

This is the ____ of up to twelve Extension Letters.

 

Very truly yours,

 

AIMEI HEALTH TECHNOLOGY CO., LTD

 

By:
Name:	Junheng Xie
Title:	Chief Executive Officer

 

cc: Spartan Capital Securities, LLC

 

3.	All other provisions of the Original Agreement shall remain unaffected by the terms hereof.

 

4.

This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

5.

This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

6.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

 

By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President

 

AIMEI HEALTH TECHNOLOGY CO., LTD

 

By:	/s/ Junheng Xie
Name:	Junheng Xie
Title:	Chief Executive Officer

 

 

 

 

Exhibit 10.2

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: US$150,000

Dated: February 6, 2025

 

FOR VALUE RECEIVED, Aimei Health Technology Co., Ltd (the “Maker” or the “Company”) promises to pay to the order of Aimei Investment Ltd and United Hydrogen Group Inc., or their registered assignees or successors in interest (collectively, the “Payees”), the principal sum of One Hundred and Fifty Thousand dollars (US$150,000), to be shared equally between the Payees (US$75,000 each), on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payees may from time to time designate by written notices in accordance with the provisions of this note (the “Note”).

 

1.

Principal. The principal balance of this Note shall be payable by the Maker or successor entity after the Business Combination (as defined below) to the Payees upon the date on which the Maker consummates a business combination or merger with a qualified target company (as described in its Prospectus (as defined below)) (a “Business Combination”) (such date, the “Maturity Date”). The principal balance may be prepaid at any time prior to the Maturity Date without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2.

Conversion Rights. The Payees have the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Maker, each consisting of one ordinary share and one right to receive one-fifth (1/5) of one ordinary share, or into securities of the successor entity or entity surviving or resulting from the Business Combination (the “Successor Entity Securities”), upon the consummation of a Business Combination, as described in the Prospectus of the Maker (File Number 333-272230) (the “Prospectus”), by providing the Maker with written notices of their intention to convert this Note at least two business days prior to the closing of a Business Combination. The number of Units or Successor Entity Securities to be received by the Payees in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payees by (y) $10.00.

 

(a)

Fractional Units. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payees would otherwise be entitled, the Maker will pay to Payees in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into such fractional Units.

 

(b)

Effect of Conversion. If the Maker timely receives notices of the Payees’ intention to convert this Note at least two business days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing date. At its expense, the Maker will, upon receipt of such conversion notices, as soon as practicable after consummation of a Business Combination, issue and deliver to Payees, at Payee’s address as requested by Payees in their conversion notices, a certificate or certificates for the number of Units or Successor Entity Securities to which Payees are entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payees for any cash amounts payable as a result of any fractional Units as described herein.

 

 

 

3.	Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

4.

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including but not limited to reasonable attorney’s and auditor’s fees and expenses, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note.

 

5.	Events of Default. The following shall constitute an event of default (each, an “Event of Default”):

 

(a)

Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note more than 5 business days of the Maturity Date.

 

(b)

Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.

 

(c)

Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

(d)

Breach of Other Obligations. The Maker fails to perform or comply with any one or more of its obligations under this Note.

 

(e)

Unlawfulness and Invalidity. It is or becomes unlawful for the Maker to perform any of its obligations under this Note, or any obligations of the Maker under this Note are not or cease to be legal, valid, binding or enforceable.

 

6.

Remedies.

 

(a)

Upon the occurrence of an Event of Default specified in Section 5(a) and 5(d) hereof, the Payees, acting jointly or individually, may, by written notices to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notices of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the documents evidencing the same to the contrary.

 

(b)

Upon the occurrence of an Event of Default specified in Sections 5(b), 5(c), and 5(e) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payees.

 

 

 

7.

Taxes. The Maker will pay all amounts due hereunder free and clear of and without reduction for any taxes, levies, imposts, deductions, withholding or charges imposed or levied by any governmental authority or any political subdivision or taxing authority thereof with respect thereto (“Taxes”). The Maker will pay on behalf of the Payees all such Taxes so imposed or levied and any additional amounts as may be necessary so that the net payment of principal and any interest on this Note received by the Payees after payment of all such Taxes shall be not less than the full amount provided hereunder.

 

8.

Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payees under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payees. The Payees hereby waive any and all right, title, interest, or claim of any kind (“Claim”) in or to the funds held in the trust account established in connection with the Maker’s IPO, including any interest earned thereon. The Payee agrees not to seek recourse, reimbursement, payment, or satisfaction of any Claim against the trust account or any distribution therefrom, whether in connection with this Note or otherwise

 

9.

Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payees, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payees with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. For the purpose of this Note, “business day” shall mean a day (other than a Saturday, Sunday or public holiday) on which banks are open in China and New York for general banking business.

 

10.

Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address most recently provided in writing to such party or such other address as may be designated in writing by such party,, or (ii) by email, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on (a) the day of delivery, if delivered personally, (b) only if the receipt is acknowledged, the day after such receipt, if sent by email, (c) the business day after delivery to an overnight courier service, if sent by an overnight courier service, or (d) 5 days after mailing if sent by first class registered or certified mail.

 

11.	Construction. This Note shall be construed and enforced in accordance with the laws of New York, without regard to conflict of law provisions thereof.

 

12.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Payees hereby waive any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account deriving from the proceeds of the IPO conducted by the Maker and the proceeds of the sale of securities in a private placement (if any) prior to the effectiveness of the IPO, as described in greater detail in the Prospectus filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account Funds”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the Trust Account Funds or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be repaid only from amounts other than Trust Account Funds, if any.

 

13.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payees.

 

14.

Assignment. This Note shall be binding upon the Maker and its successors and assigns and is for the benefit of the Payees and their respective successors and assigns, except that the Maker may not assign or otherwise transfer its rights or obligations under this Note. Each Payee may, at any time without the consent of or notice to the Maker, assign to one or more entities all or a portion of its rights under this Note. Any such assignment by one Payee shall not affect the rights or obligations of the other Payee or the Maker under this Note, except that the assignee(s) shall assume the rights and obligations of the assigning Payee with respect to the assigned portion.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

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

 

[Signature Page to the Promissory Note]

 

 

Cover	Feb. 05, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 05, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-41880
Entity Registrant Name	AIMEI HEALTH TECHNOLOGY CO., LTD
Entity Central Index Key	0001979005
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	10 East 53rd Street
Entity Address, Address Line Two	Suite 3001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	86
Local Phone Number	13758131392
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares, par value $0.0001 per share
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	AFJK
Security Exchange Name	NASDAQ
Rights, exchangeable into one-fifth of one Ordinary Share
Title of 12(b) Security	Rights, exchangeable into one-fifth of one Ordinary Share
Trading Symbol	AFJKR
Security Exchange Name	NASDAQ
Units, each consisting of one Ordinary Share and one Right
Title of 12(b) Security	Units, each consisting of one Ordinary Share and one Right
Trading Symbol	AFJKU
Security Exchange Name	NASDAQ

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