Aimei Health Technology Co., Ltd.

Aimei Health Technology Co., Ltd. (AFJK) is a blank check company, incorporated on April 27, 2023, as a Cayman Islands exempted company, established for the purpose of effecting a business combination with one or more businesses ¹. The company's strategy is to acquire small-cap businesses in the biopharmaceutical, medical technology and device industries, as well as the diagnostic and other services sector, with no limitation on geographic region, though it anticipates targeting companies domiciled in North America, Europe, and/or the Asia Pacific regions ². The company aims to add value to these businesses primarily by providing access to the U.S. capital markets ³.

The company's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an Initial Public Offering (IPO) and a private placement, placing the majority of these proceeds into a trust account, and then seeking to acquire an operating business ⁴. Revenue generation is not expected until after the completion of an initial business combination ⁵. Prior to a business combination, the company generates non-operating income from interest earned on cash and investments held in the Trust Account ⁶.

AFJK consummated its IPO on December 6, 2023, selling 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000 ⁷. The underwriters exercised their over-allotment option in full, purchasing an additional 900,000 units for $9,000,000 ⁸. Simultaneously, a private placement of 332,000 units to the Sponsor generated $3,320,000 ⁹. A total of $69,690,000 of the net proceeds from the IPO and private placement were placed in a Trust Account ¹⁰.

For the fiscal year ended December 31, 2025, Aimei Health Technology Co., Ltd. reported a net income of $1,059,768 ¹¹. This was primarily driven by interest earned on cash held in the Trust Account, which amounted to $1,895,527 ¹². General, administrative, and operational costs for the same period were $835,759 ¹³. As of December 31, 2025, the company had cash of $2,929 in its operating bank account ¹⁴ and $12,100,110 in its Trust Account ¹⁵. Total current liabilities were $3,371,660 ¹⁶, including accrued expenses of $447,997 ¹⁷, extension loans from related parties of $2,024,062 ¹⁸, and $899,601 due to a related company ¹⁹. The company also had a deferred underwriter fee payable of $690,000 ²⁰ and a working capital deficit of approximately $3,368,731 ²¹.

Comparing fiscal year 2025 to 2024, net income decreased from $2,552,215 ²² in 2024 to $1,059,768 ¹¹ in 2025. This decline was primarily due to a reduction in interest earned on cash held in the Trust Account, which fell from $3,617,001 ²³ in 2024 to $1,895,527 ¹² in 2025. General, administrative, and operational costs also decreased from $1,064,786 ²⁴ in 2024 to $835,759 ¹³ in 2025. The cash held in the Trust Account significantly decreased from $73,784,549 ²⁵ as of December 31, 2024, to $12,100,110 ¹⁵ as of December 31, 2025, largely due to redemptions of ordinary shares totaling approximately $65,330,000 ²⁶ during 2025. Extension loans from related parties increased from $227,700 ²⁷ in 2024 to $2,024,062 ¹⁸ in 2025.

A significant operational development during the reported period is the proposed business combination with United Hydrogen Group Inc., a Cayman Islands exempted company that conducts substantially all of its operations through its PRC operating subsidiaries ²⁸. A definitive business combination agreement was entered into on June 19, 2024 ²⁹. On November 6, 2025, shareholders approved the proposal to enter into this business combination ³⁰. However, the closing remains subject to United Hydrogen obtaining required approvals from the China Securities Regulatory Commission (CSRC), which are currently pending ³¹. United Hydrogen filed materials with the CSRC on August 12, 2024, and has submitted supplementary materials as requested, awaiting further review ³². The company currently expects to close the Business Combination by May 2026 ³³.

Aimei Health Technology Co., Ltd. currently expects to close its proposed business combination with United Hydrogen Group Inc. by May 2026 ³³, subject to the satisfaction of customary closing conditions, most notably the receipt of required approvals from the China Securities Regulatory Commission (CSRC) for United Hydrogen ³¹. The company's ability to generate operating revenue is contingent upon the completion of this initial business combination ⁵.

The primary growth area for the company is the successful consummation of the business combination with United Hydrogen. United Hydrogen is described as a Cayman Islands exempted company that conducts substantially all of its operations through its PRC operating subsidiaries ²⁸. The company's strategy for identifying prospective targets focuses on small-cap businesses in the biopharmaceutical, medical technology/medical device, and diagnostics space, with a preference for late-stage development or revenue-generating businesses, high growth prospects with a sustainable proprietary position, and experienced management teams ³⁴. The company believes it can add value by providing access to the U.S. capital markets ³.

The operational outlook is heavily tied to the completion of the business combination. The company has neither engaged in any operations nor generated any revenue to date, with activities limited to organizational efforts, the IPO, and identifying/evaluating a target company ⁶. General, administrative, and operational costs were $835,759 for the year ended December 31, 2025 ¹³. The company's management intends to implement remediation steps to improve internal controls, specifically addressing inadequate segregation of duties due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting ³⁵. These steps include enhancing the size and composition of the board of directors upon closing the business, identifying third-party professionals for complex accounting applications, and considering additional staff with requisite experience and training ³⁶.

Planned capital allocation prior to the business combination involves using funds held outside the Trust Account for existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence, travel expenditures, and structuring, negotiating, and consummating the business combination ³⁷. The company may also seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of its initial business combination ³⁸. The underwriters are entitled to a deferred fee of $690,000 ²⁰ upon the closing of the business combination, payable in cash from the Trust Account ³⁹. The company has not paid any cash dividends to date and does not intend to prior to the completion of an initial business combination, with future dividend payments dependent on revenue, earnings, capital requirements, and general financial condition post-combination ⁴⁰.

The company faces several material risks, including geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine, which may adversely affect global economic conditions and cause significant volatility in the trading price of its ordinary shares ⁴¹. The ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination with United Hydrogen, coupled with the limited time remaining to complete an alternative transaction, pose a significant risk of preventing the consummation of a business combination before the outside date, potentially leading to the company's liquidation ⁴². If the company fails to complete an initial business combination within the required timeframe, its securities may be suspended or delisted from Nasdaq and could trade on the over-the-counter (OTC) market, which would materially reduce liquidity and the value of its securities ⁴³. Furthermore, if the company is unable to consummate a business combination within the allotted time, it will be required to cease operations, redeem the Public Shares for a pro rata portion of the funds in the Trust Account, and liquidate, rendering the rights worthless ⁴⁴. The actual per-share redemption amount received by shareholders may be less than $10.10 ⁴⁵, plus interest, due to potential claims of creditors ⁴⁶. The Sponsor has agreed to be liable to the company if claims reduce the Trust Account below $10.10 per share ⁴⁷, but there is no guarantee the Sponsor can satisfy these obligations ⁴⁸.

Management's message emphasizes the company's status as a blank check company focused on completing an initial business combination, specifically with United Hydrogen Group Inc. The overall tone indicates a commitment to navigating the complexities of this transaction, particularly the ongoing regulatory review by the CSRC. Management explicitly states the current expectation to close the Business Combination by May 2026 ³³, contingent on the satisfaction of customary closing conditions, including the critical CSRC approvals. Key strategic priorities include diligently pursuing the United Hydrogen business combination, addressing and remediating internal control weaknesses related to inadequate segregation of duties and insufficient written policies ³⁵, and prudently managing liquidity and capital resources until the business combination is finalized. The company also highlights its intention to target small-cap businesses in the biopharmaceutical, medical technology/medical device, and diagnostics sectors, leveraging its management team's experience to provide access to U.S. capital markets for these targets.