Form 8-K

8-K — Aimei Health Technology Co., Ltd.

Accession: 0001493152-26-021486

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001979005

SIC: 6770 (BLANK CHECKS)

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

Item: Financial Statements and Exhibits

Documents

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2026-05-06

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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

May

6, 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

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

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 ☒

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

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

May 6, 2026 to June 6, 2026 (the “Termination Date”). The Extension is the eighteenth extension permitted under

the Amended and Restated Articles of Association of the Company currently in effect.

Promissory

Note

connection with the Extension, the Company issued, on May 6, 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 May 6, 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:

May 6, 2026

Aimei

Health Technology Co., Ltd

By:

/s/

Junheng Xie

Name:

Junheng

Xie

Title:

Chief

Executive Officer and Director

(Principal

Executive Officer)

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

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$34,330.96

Dated:

May 6, 2026

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 Thirty-Four Thousand Three Hundred Thirty and 96/100 dollars (US$34,330.96), to

be shared equally between the Payees (US$17,165.48 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”).

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.

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 filed

with the U.S. Securities and Exchange Commission (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 the 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 the Payees, at each Payee’s address as requested by each Payee in their conversion notices, a certificate or

certificates for the number of Units or Successor Entity Securities to which the 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 the Payees

for any cash amounts payable as a result of any fractional Units as described herein.

Interest.

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

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.

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.

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.

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.

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

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 internal laws of New York, without regard to conflict of laws

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]

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]

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May 06, 2026

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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