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Aimei Health Technology Co., Ltd.

AFJKU
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Business Summary

Aimei Health Technology Co., Ltd. (AFJK) is a blank check company incorporated on April 27, 2023, as a Cayman Islands exempted company, formed for the purpose of effecting a business combination with one or more businesses . The company seeks to acquire small-cap businesses in the biopharmaceutical, medical technology and device industries, as well as in the diagnostic and other services sector, without limiting its efforts to a particular geographic region . AFJK's core business model 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 believes this approach is less expensive and offers greater certainty of execution than a traditional IPO . AFJK does not generate operating revenue and instead earns non-operating income from interest on cash held in its Trust Account .

AFJK's primary focus for acquisition targets is on small-cap healthcare companies with characteristics such as late-stage development or revenue-generating businesses, high growth prospects with a sustainable proprietary position, experienced management teams, addressable conditions that are clinically important and under-diagnosed or treated, and independent companies or corporate spin-offs . The company's management team aims to create shareholder value by leveraging its experience to guide an emerging healthcare company towards commercialization, including accelerating organic growth and identifying attractive add-on acquisition targets .

For the fiscal year ended December 31, 2025, AFJK reported a net income of $1,059,768 , which was derived from interest earned on cash held in the Trust Account of $1,895,527 , offset by general, administrative, and operational costs of $835,759 . This represents a decrease in net income compared to the year ended December 31, 2024, which had a net income of $2,552,215 , consisting of $3,617,001 in interest income and $1,064,786 in general, administrative, and operational costs. The company's cash balance in its operating bank account as of December 31, 2025, was $2,929 , significantly lower than $28,208 as of December 31, 2024. Cash held in the Trust Account decreased from $73,784,549 as of December 31, 2024, to $12,100,110 as of December 31, 2025. The company reported a working capital deficit of approximately $3,368,731 as of December 31, 2025. Basic and diluted net income per ordinary share subject to possible redemption was $0.17 for 2025, down from $0.28 in 2024.

During the fiscal year, AFJK experienced significant operational developments related to its proposed business combination with United Hydrogen Group Inc. On June 19, 2024, AFJK entered into a definitive business combination agreement with United Hydrogen . Shareholders approved this proposed business combination on November 6, 2025 . However, the closing 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 . Additionally, the company underwent significant redemptions of shares. On February 5, 2025, 2,904,267 shares were redeemed at a price of approximately $10.77 per share, totaling approximately $31.27 million . On December 2, 2025, an additional 2,955,401 shares were redeemed at approximately $11.52 per share, totaling approximately $34.06 million . The company also amended its Trust Agreement twice in 2025, first on February 6, 2025, to adjust the monthly extension fee to $150,000 for all outstanding Public Shares , and then on December 2, 2025, to adjust it to the lesser of $80,000 for all outstanding Public Shares or $0.033 per Public Share .

Business Outlook

AFJK currently expects to close its proposed business combination with United Hydrogen by May 2026 , subject to the satisfaction of customary closing conditions, including the critical approval from the China Securities Regulatory Commission (CSRC) . The company's ability to complete this transaction is contingent on United Hydrogen obtaining the required filing notice from the CSRC, a process that has been ongoing since August 12, 2024, with multiple requests for supplementary materials . There is no statutory deadline for the CSRC's review, and the timing and outcome remain uncertain .

The company's growth strategy is entirely dependent on the successful consummation of a business combination. AFJK intends to pursue prospective targets focused on healthcare innovation, specifically small-cap companies domiciled in North America, Europe, and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical device, and diagnostics space . The management team aims to add value by providing access to U.S. capital markets, which they believe offers a less expensive and more certain execution path than a traditional IPO . Key investment criteria include late-stage development or revenue-generating businesses, high growth prospects with a sustainable proprietary position, experienced management teams, addressable conditions that are clinically important and under-diagnosed or treated, and independent companies or corporate spin-offs .

Operationally, AFJK will not generate any operating revenue until after the completion of its initial business combination . Its non-operating income will continue to be derived from interest earned on cash held in the Trust Account . The company incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses . Management has identified a material weakness in internal controls as of December 31, 2025, due to inadequate segregation of duties within accounting processes, limited personnel, and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping . Remediation steps planned include enhancing the size and composition of the board of directors upon closing the business, identifying third-party professionals for complex accounting applications, considering additional staff, and implementing additional layers of reviews in the financial close process .

Regarding capital allocation, AFJK's liquidity is currently satisfied through net proceeds from its IPO and Private Placement held outside the Trust Account . These funds are used for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence, and structuring and consummating the business combination . The Sponsor or its affiliates may provide Working Capital Loans to finance transaction costs, with up to $1,500,000 of such notes convertible into additional private units at $10.00 per unit upon consummation of a business combination. 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 .

A significant structural headwind is the ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination . If the CSRC filing notice is not obtained in a timely manner, the proposed Business Combination may not be completed before the company's deadline for consummating a business combination, which has been extended to May 6, 2026 , with a maximum possible extension to December 6, 2026 . Failure to complete a business combination within the required timeframe would necessitate ceasing operations, redeeming Public Shares, and liquidating the Trust Account, rendering rights worthless . The company also faces legal and operational risks related to potential business combinations with PRC-based companies, including vague and uncertain PRC laws and regulations, potential for significant depreciation of share value, or hindrance of its ability to offer securities to investors .

Risk Factors

The company faces 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 . These events could disrupt global trade, lead to fluctuations in commodity prices, increase regulatory scrutiny, disrupt cross-border transactions, delay governmental approvals, or negatively affect investor sentiment, thereby delaying or impeding the consummation of the proposed Business Combination or any alternative transaction . A critical operational 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 . The CSRC review has been ongoing since August 12, 2024, with no statutory deadline, and failure to obtain this approval in a timely manner could prevent the completion of the business combination before the extended deadline of May 6, 2026, or the maximum of December 6, 2026 . If the business combination is not consummated within the allotted time, the company will be required to cease operations, redeem Public Shares, and liquidate the Trust Account, resulting in the rights expiring worthless and a potential loss of value for ordinary shareholders . Furthermore, the company's securities may be suspended or delisted from Nasdaq if it fails to complete a business combination within the permitted timeframe or meet continued listing standards, which could materially reduce liquidity and the value of its securities . There are also legal and operational risks associated with doing business in China, including vague and uncertain PRC laws, potential for significant depreciation of share value, and restrictions on the ability to offer securities to investors . The company has identified a material weakness in its internal controls over financial reporting as of December 31, 2025, due to inadequate segregation of duties, limited personnel, and insufficient written policies and procedures .

Management Priorities

Management's message to shareholders emphasizes the company's status as a blank check company focused on identifying and acquiring small-cap businesses in the biopharmaceutical, medical technology, and diagnostics sectors, with the goal of providing access to U.S. capital markets. The primary strategic priority is the consummation of the proposed business combination with United Hydrogen, which is currently expected to close by May 2026 , pending critical approval from the China Securities Regulatory Commission (CSRC). Management acknowledges the ongoing challenges with CSRC review, which has been active since August 12, 2024, and has required multiple supplementary material submissions. Another strategic priority is to address and remediate the identified material weakness in internal controls over financial reporting, planning to enhance the board's size and composition, engage third-party professionals, and implement additional review layers. The company also highlights its commitment to extending the deadline for completing a business combination, with the Sponsor and United Hydrogen having deposited monthly extension fees, most recently $34,330.96 for each of the thirteenth through seventeenth monthly extensions, to extend the deadline to May 6, 2026 .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Business Strategy
  4. [4] Item 1, Business — Status as a Public Company
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 1, Business — Investment Criteria
  7. [7] Item 1, Business — Investment Criteria
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Liquidity and Capital Resources
  15. [15] Item 7, MD&A — Liquidity and Capital Resources
  16. [16] Item 7, MD&A — Liquidity and Capital Resources
  17. [17] Item 7, MD&A — Liquidity and Capital Resources
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 1, Business — Proposed Business Combination with United Hydrogen
  22. [22] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  23. [23] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  24. [24] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  25. [25] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  26. [26] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  27. [27] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  28. [28] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  29. [29] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  30. [30] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  31. [31] Item 1, Business — Extraordinary General Meeting Approving the Business Combination
  32. [32] Item 1A, Risk Factors — Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation.
  33. [33] Item 1, Business — Business Strategy
  34. [34] Item 1, Business — Status as a Public Company
  35. [35] Item 1, Business — Investment Criteria
  36. [36] Item 7, MD&A — Results of Operations
  37. [37] Item 7, MD&A — Results of Operations
  38. [38] Item 7, MD&A — Results of Operations
  39. [39] Item 9A, Controls and Procedures — Management’s Report on Internal Controls Over Financial Reporting
  40. [40] Item 9A, Controls and Procedures — Management’s Report on Internal Controls Over Financial Reporting
  41. [41] Item 7, MD&A — Liquidity and Capital Resources
  42. [42] Item 7, MD&A — Liquidity and Capital Resources
  43. [43] Item 13, Certain Relationships and Related Transactions, and Director Independence — Related Party Loans
  44. [44] Item 13, Certain Relationships and Related Transactions, and Director Independence — Related Party Loans
  45. [45] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy
  46. [46] Item 1A, Risk Factors — Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation.
  47. [47] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  48. [48] Item 1A, Risk Factors — Our securities may be suspended or delisted from Nasdaq and could trade on the over-the-counter (“OTC”) market, which could materially reduce liquidity and the value of our securities.
  49. [49] Item 1A, Risk Factors — Our securities may be suspended or delisted from Nasdaq and could trade on the over-the-counter (“OTC”) market, which could materially reduce liquidity and the value of our securities.
  50. [50] Item 1, Business — Legal and Operational Risks Related to Potential Business Combinations with PRC-Based Companies
  51. [51] Item 1A, Risk Factors — Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our ordinary shares.
  52. [52] Item 1A, Risk Factors — Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our ordinary shares.
  53. [53] Item 1A, Risk Factors — Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation.
  54. [54] Item 1A, Risk Factors — Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation.
  55. [55] Item 1A, Risk Factors — Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation.
  56. [56] Item 1A, Risk Factors — Our securities may be suspended or delisted from Nasdaq and could trade on the over-the-counter (“OTC”) market, which could materially reduce liquidity and the value of our securities.
  57. [57] Item 1, Business — Legal and Operational Risks Related to Potential Business Combinations with PRC-Based Companies
  58. [58] Item 9A, Controls and Procedures — Management’s Report on Internal Controls Over Financial Reporting
  59. [59] Item 7, MD&A — Proposed United Hydrogen Business Combination
  60. [60] Item 1, Business — Extension of Deadline to Complete Initial Business Combination
  61. [61] Item 1, Business — Extension of Deadline to Complete Initial Business Combination

Analysis on 5/19/2026