UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2023, the registration statement (File No. 333-272230) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Aimei Health Technology Co., Ltd (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated December 1, 2023, by and between the Company and Spartan Capital Securities, LLC; |
| ● | A Rights Agreement, dated December 1, 2023, by and between the Company and Continental Stock Transfer & Trust Company; |
| ● | A Letter Agreement, dated December 1, 2023, by and among the Company’s officers, directors and shareholders; |
| ● | An Investment Management Trust Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Company; |
| ● | Indemnity Agreements, dated December 1, 2023, by and among the Company and the directors and officers of the Company; |
| ● | A Private Units Purchase Agreement, dated December 1, 2023, by and between the Company and Aimei Investment Ltd; |
| ● | A Registration Rights Agreement, dated December 1, 2023, by and among the Company and the initial shareholders of the Company; and |
| ● | An Administrative Service Agreement, dated December 1, 2023, by and between the Company and Aimei Investment Ltd. |
On December 6, 2023, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”), which includes full exercise of the underwriter’s over-allotment option. Each Unit consists of one ordinary share, $0.0001 par value (“Ordinary Share”), and one right (“Right”) to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $69,000,000.
On December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Units in the initial public offering (including the Over-Allotment Option Units) and the Private Placement (described below), were placed in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of December 6, 2023 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO on December 6, 2023, the Company consummated the private placement (“Private Placement”) with Aimei Investment Ltd of 332,000 units (the “Private Units”), generating total proceeds of $3,320,000.
The Private Units are identical to the Units sold as part of the public Units in this offering. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On December 1, 2023, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Articles and Memorandum of Association is attached as Exhibit 3.1 hereto, and is incorporated by reference herein.
Item 8.01. Other Events.
On December 1, 2023, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
On December 6, 2023, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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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.
| Dated: December 6, 2023 | ||
| AIMEI HEALTH TECHNOLOGY CO., LTD | ||
| By: | /s/ Juan Fernandez Pascual | |
| Name: | Juan Fernandez Pascual | |
| Title: | Chief Executive Officer | |
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