Aimei Health Technology Co., Ltd.

Aimei Health Technology Co., Ltd. (AFJK) is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on April 27, 2023, with the purpose of effecting a business combination. The company seeks to acquire small-cap businesses in the biopharmaceutical, medical technology and device industries, as well as the diagnostic and other services sector, with efforts not limited to a particular geographic region. AFJK aims to target companies domiciled in North America, Europe, and/or the Asia Pacific regions that are developing assets in these healthcare innovation spaces, leveraging its management team's experience in operating healthcare companies and in drug and device technology development, as well as diagnostic and other services. The company's strategy is to identify late-stage development or revenue-generating businesses with high growth prospects, sustainable proprietary positions, experienced management teams, addressable clinically important conditions, and independent or corporate spin-off structures, both domestically and internationally.

The core business model of Aimei Health is to identify and acquire a target business, providing it with access to U.S. capital markets as an alternative to a traditional initial public offering. The company intends to effectuate its initial business combination using cash from the proceeds of its IPO and private placement, new debt, or a combination thereof. Revenue generation is not expected until after the completion of an initial business combination. Prior to this, the company generates non-operating income from interest earned on cash held in its Trust Account.

Aimei Health consummated its Initial Public Offering (IPO) on December 6, 2023, selling 6,900,000 units at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000 ¹. Each unit consisted of one ordinary share and one right to receive one-fifth of one ordinary share upon consummation of an initial business combination. Simultaneously, the company completed a private placement with Aimei Investment Ltd. (the "Sponsor") of 332,000 units, generating total proceeds of $3,320,000 ². A total of $69,690,000 ³ from the net proceeds of the IPO and private placement was placed in a Trust Account.

For the fiscal year ended December 31, 2025, Aimei Health reported a net income of $1,059,768 ⁴. This was primarily driven by interest earned on cash held in the Trust Account, which amounted to $1,895,527 ⁵, offset by general, administrative, and operational costs of $835,759 ⁶. As of December 31, 2025, the company had cash of $2,929 ⁷ in its operating bank account and $12,100,110 ⁸ held in the Trust Account. The company reported a working capital deficit of approximately $3,368,731 ⁹. Total liabilities as of December 31, 2025, were $4,061,660 ¹⁰, including accrued expenses of $447,997 ¹¹, extension loans from related parties of $2,024,062 ¹², due to a related company of $899,601 ¹³, and a deferred underwriter fee payable of $690,000 ¹⁴.

Comparing year-over-year, net income decreased from $2,552,215 ¹⁵ in 2024 to $1,059,768 ⁴ in 2025. This decline was largely due to a reduction in interest earned on cash held in the Trust Account, which fell from $3,617,001 ¹⁶ in 2024 to $1,895,527 ⁵ in 2025. General, administrative, and operational costs also decreased from $1,064,786 ¹⁷ in 2024 to $835,759 ⁶ in 2025. The cash held in the Trust Account significantly decreased from $73,784,549 ¹⁸ in 2024 to $12,100,110 ⁸ in 2025, primarily due to redemptions of ordinary shares. During the year ended December 31, 2025, 5,859,668 ¹⁹ ordinary shares were redeemed for approximately $65.33 million ²⁰.

A significant operational development during the 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. A definitive business combination agreement was entered into on June 19, 2024. Shareholders approved the proposal on November 6, 2025. However, the closing of the Business Combination remains subject to United Hydrogen obtaining required approvals from the China Securities Regulatory Commission (CSRC), which are currently pending. The CSRC has been reviewing United Hydrogen's materials since August 12, 2024, and has requested supplementary materials on several occasions. The deadline for completing an initial business combination was extended to May 6, 2026, with the possibility of further extensions up to 36 months from the IPO closing.

Aimei Health currently expects to close its proposed Business Combination with United Hydrogen by May 2026, subject to the satisfaction of customary closing conditions, including the receipt of required approvals from the China Securities Regulatory Commission (CSRC). The company's ability to complete this transaction is contingent on United Hydrogen obtaining the necessary CSRC filing notice, which remains pending as of the date of this Annual Report.

The primary growth area for Aimei Health is the successful consummation of its initial business combination with United Hydrogen. United Hydrogen is a Cayman Islands exempted company that conducts substantially all of its operations through its PRC operating subsidiaries. The strategic role of this combination is to transition Aimei Health from a blank check company to an operating entity within the biopharmaceutical, medical technology/medical device, and diagnostics space, leveraging the target's assets and market position. The company believes that providing access to U.S. capital markets will add value to the acquired business.

Operationally, Aimei Health will not generate any operating revenue until after the completion of its initial business combination. Until then, its income will continue to be derived from interest earned on cash held in the Trust Account. The company's cost structure is currently limited to general, administrative, and operational costs, which were $835,759 ⁶ for the year ended December 31, 2025. Management intends to implement remediation steps to improve internal controls due to inadequate segregation of duties and insufficient written policies, including enhancing the size and composition of its board of directors upon closing the business, identifying third-party professionals for complex accounting, and considering additional staff with requisite experience.

Regarding capital allocation, Aimei Health has not paid any cash dividends to date and does not intend to do so prior to the completion of an initial business combination. The payment of future dividends will depend on the combined company's revenue, earnings, capital requirements, and financial condition. The board of directors intends to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future. The company may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of its initial business combination.

A significant structural headwind is the ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination. The CSRC has been reviewing United Hydrogen's materials since August 12, 2024, and has required supplementary materials on several occasions, with no statutory deadline for review completion. This delay could prevent the consummation of the proposed Business Combination before the company's outside date, potentially leading to liquidation. Furthermore, the company's ties to China, including its CFO being a citizen of Hong Kong and one independent director residing in China, may subject the post-business combination entity to PRC laws and regulations, which are sometimes vague and uncertain. The PRC government's significant authority to influence China-based companies' business operations, foreign investments, and U.S. listings poses a material execution risk.

The most material risks facing Aimei Health include geopolitical instability, particularly 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. The company faces a substantial risk of its securities being suspended or delisted from Nasdaq and potentially trading on the over-the-counter (OTC) market, which would materially reduce liquidity and value, if it fails to complete its initial business combination within the extended deadline of May 6, 2026, or the maximum of 36 months from the IPO closing (December 6, 2026). A critical regulatory risk is the ongoing uncertainty and delay in obtaining the required filing notice from the China Securities Regulatory Commission (CSRC) for the proposed business combination with United Hydrogen, which has been under review since August 12, 2024, and has no statutory deadline for completion. This delay could prevent the consummation of the proposed Business Combination and may ultimately result in the company's liquidation, rendering rights worthless and public shareholders receiving only their pro rata portion of the Trust Account, which may be less than the market price. Operational risks include the company's status as a blank check company with no operating business, making its ability to consummate a business combination highly dependent on market conditions, regulatory approvals, financing availability, and overall investor sentiment, all of which are susceptible to geopolitical instability. Furthermore, the company's reliance on third-party digital technologies exposes it to cybersecurity risks, and as an early-stage company with limited investments in data security, it may not be sufficiently protected against such occurrences.

Management's message to shareholders emphasizes the company's commitment to completing its initial business combination, specifically with United Hydrogen, despite ongoing regulatory hurdles. The overall tone reflects a proactive approach to addressing challenges, such as extending the deadline for the business combination and actively responding to CSRC requests for supplementary materials. Management explicitly states the expectation to close the Business Combination by May 2026, subject to customary closing conditions, particularly the pending CSRC approvals. The strategic priorities for the period ahead include diligently pursuing the United Hydrogen business combination, navigating the complex PRC regulatory landscape to secure necessary approvals, and improving internal controls to enhance financial reporting processes. Management also highlights its intention to leverage the team's experience in healthcare innovation to identify and add value to the target business, providing access to U.S. capital markets.