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Aimei Health Technology Co Ltd

For the period ended Jun 19, 2024. Filed Jun 20, 2024.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jun 19, 2024 · Filed Jun 20, 2024

AFJK$12.20-0.1%Stored close · as of Nov 6, 2026
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Forward-Looking Statements Legend

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among United Hydrogen, Aimei Health and the Acquisition Entities. Forward-looking statements include information concerning Aimei Health’s and United Hydrogen’s possible or assumed future results of operations, business strategies, competitive position, industry environment, potential growth opportunities, and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on Aimei Health’s or United Hydrogen’s management’s current expectations, projections, and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document. These risks, uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against Aimei Health, United Hydrogen, or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain the approval of the shareholders of Aimei Health or United Hydrogen or to satisfy other conditions to closing, including the receipt of certain governmental and regulatory approvals; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the risk that the Business Combination disrupts current plans and operations of United Hydrogen or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (g) the effect of the announcement or pendency of the transaction on United Hydrogen’s business relationships, operating results, and business generally; (h) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of United Hydrogen to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (i) costs related to the Business Combination; (j) the price of Aimei Health’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which United Hydrogen operates, variations in operating performance across competitors, changes in laws and regulations affecting United Hydrogen’s business, United Hydrogen’s inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure; (k) changes in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations) which could result in unforeseen delays in the timing of the Business Combination and negatively impact the trading price of Aimei Health’s securities and the attractiveness of the Business Combination to investors; (l) the possibility that Aimei Health and United Hydrogen may be adversely affected by other economic, business, and/or competitive factors; (m) United Hydrogen’s ability to execute its business plans and strategies; (n) United Hydrogen’s estimates of expenses and profitability; (o) the amount of redemption requests made by Aimei Health’s public shareholders; (p) the risk that the transaction may not be completed by Aimei Health’s business combination deadline and the potential failure to obtain extensions of the business deadline if sought by Aimei Health; and (q) the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on the proposed transactions or on the ability to implement business plans, forecasts, and other risks and uncertainties indicated from time to time in the final prospectus of Aimei Health relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Aimei Health. Copies are available on the SEC’s website at www.sec.gov. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Aimei Health’s registration statement on Form S-1 (File No. 333-272230), the joint proxy statement/prospectus on Form F-4 discussed above, and other documents filed by Aimei Health or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Pubco, United Hydrogen, and Aimei Health assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Pubco, United Hydrogen, nor Aimei Health gives any assurance that either Pubco, United Hydrogen, or Aimei Health, or the combined company, will achieve its expectations.

Item 9.01Exhibits.

(d)Exhibits

Exhibit No.Description
2.1*Business Combination Agreement dated as of June 19, 2024
10.1Form of Seller Shareholder Support Agreement
10.2Form of Founder Support Agreement
10.3Form of Seller Lock-Up Agreement
10.4Form of Founder Amended and Restated Registration Rights Agreement
10.5Form of Seller Registration Rights Agreement
99.1Press Release dated June 20, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain exhibits and schedules, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aimei Health hereby undertakes to furnish a supplemental copy of the omitted exhibits and schedules upon request by the SEC; provided, however, that Aimei Health may request confidential treatment for any such exhibits or schedules so furnished.
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