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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

 

April 17, 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

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 17, 2026, Aimei Health Technology Co., Ltd (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) requiring Nasdaq-listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”). The Annual Report was due on March 31, 2026. The Company filed a Notification of Late Filing on Form 12b-25 with the SEC on April 1, 2026.

 

The Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company fails to timely regain compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.

 

Under the Nasdaq rules, the Company has 60 calendar days from the date of the Notice either to file the Annual Report or to submit a plan to Nasdaq to regain compliance with Nasdaq’s listing rules. If a plan is submitted and accepted, the Company could be granted up to 180 calendar days from the Annual Report’s due date to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

 

While the Company can provide no assurances as to timing, the Company is working diligently to complete and file the Annual Report and expects to regain compliance with the Listing Rule.

 

On April 21, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that it had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K may contain “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements provide management’s current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Statements containing words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,” “could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives, or other similar expressions of a future or forward-looking nature, generally should be considered forward-looking statements. The forward-looking statements in this Current Report are based on management’s current expectations and assumptions about future events that involve inherent risks and uncertainties. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company undertakes no obligation to review or update any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated April 21, 2026
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: April 21, 2026

 

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