AEI CapForce II Investment (AEIB) S-1IPO registration

Exhibit 10.11

THIRD AMENDMENT TO PROMISSORY NOTE

This Third Amendment to Promissory Note (the “Third Amendment”) amends that certain original Promissory Note, dated as of July 8, 2021 (the “Note”), by and among AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Maker”), and AEI Capital SPAC Venture II LLC (the “Payee”), which was amended twice by Maker and Payee on September 30, 2021 and December 31, 2022 (collectively, the “Amendments”), is hereby further amended effective as of December 31, 2023 by the Maker and the Payee.

RECITALS

WHEREAS, the Maker and the Payee desire to enter into this Third Amendment pursuant to the terms of the Amendment to the Note, as set forth below; and

WHEREAS, pursuant to the prior Amendments to the Note, the Note was scheduled to mature on the earlier of: (i) December 31, 2023, or (ii) the date on which Maker consummates an Initial Public Offering of its securities; and

WHEREAS, Maker and Payee have agreed to make this Third Amendment to the Note to extend the maturity date; and

WHEREAS, any amendment to the Note may be made with, and only with, the written consent of the Maker and the Payee; and

WHEREAS, all capitalized terms not defined in this Amendment will have the meanings given to them in the Note.

NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:

AGREEMENT

1. Amendment to Note. The following sections of the Note are hereby amended and restated in its entirety to read as follows:

“AEI CapForce II Investment Corp, a Cayman Islands exempted company and blank check company with its registered office address at Duplex Penthouse, Unit 33A-6, UOA Bangsar Tower, No. 5, Bangsar Utama 1 Road, 59000 Kuala Lumpur, Malaysia (the “Maker”), promises to pay to the order of AEI Capital SPAC II Ventures LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Four Hundred Thousand Dollars ($400,000) in lawful money of the United States of America (“the Borrowing Limit”), on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

“Principal. The principal balance of this Note, shall be payable by the Maker on the earlier of: (a) December 31, 2024, and (b) the date on which Maker consummates an Initial Public Offering of its securities.”

“Drawdown Requests. Maker and Payee agree that Maker may request up to Four Hundred Thousand ($400,000) for costs reasonably related to Maker’s Initial Public Offering of its securities.”

2. No Other Amendments. Wherever necessary, all other terms of the Note are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein, the Note shall remain in full force and effect.

3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one instrument. Executed signatures transmitted via facsimile or PDF will be accepted and considered duly executed.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

	MAKER:
	AEI CAPFORCE II INVESTMENT CORP
	By:
	Name:	John Tan
	Title:	Chief Executive Officer
	AEI CAPITAL SPAC VENTURE II LLC
	By:	/s/ John Tan
	Name:	John Tan
	Title:	Manager