Aimei Health Technology Co., Ltd.

Overview

Aimei Health Technology Co., Ltd. is a Cayman Islands SPAC formed on April 27, 2023 to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The company is focused on identifying small-cap healthcare-related targets, including biopharmaceuticals, medical technology and devices, diagnostics, and other healthcare services. Management may consider targets with operations in China (including Hong Kong and Macau) but is not limited to that geography.

Public offering and trust account

• IPO: December 6, 2023 — 6,000,000 units sold at $10.00 per unit (gross proceeds $60,000,000).
• Over-allotment: Underwriters exercised a full over-allotment option for 900,000 units, generating an additional $9,000,000.
• Private placement: 332,000 Private Units issued concurrently with the IPO, generating $3,320,000.
• Trust Account: Net proceeds from the sale of Units and the Private Placement totaled $69,690,000 and are held in a Trust Account.
• Unit composition: Each IPO Unit includes one Ordinary Share and one Right to receive 1/5 of an Ordinary Share upon completion of an initial business combination. Private Units are identical to Public Units.
• Underwriting discounts: Deferred underwriting discount of $690,000 in addition to $1,380,000 in underwriting discounts paid at the IPO.

Sponsor and ownership

• Sponsor: Aimei Investment Ltd., a Cayman Islands exempted company; ultimate beneficial owner is Ms. Huang Han (PRC resident).
• Founder shares and private units: 1,725,000 founder shares were issued to the Sponsor prior to the IPO (152,000 founder shares later transferred to officers/directors). The Sponsor received 332,000 Private Units issued concurrently with the IPO. The Sponsor holds 1,905,000 Ordinary Shares in total (1,725,000 founder shares plus 332,000 private units represented as ordinary shares upon exercise).
• Sponsor support: The Sponsor committed to support the SPAC, including deposits into the Trust Account to extend the business combination deadline. Extensions are funded by the Sponsor, its affiliates, or designees and are not guaranteed.

Governance and administrative arrangements

• Conflicts: Officers and directors may have fiduciary obligations to other entities, including other SPACs. The company renounces corporate opportunities for directors and officers except when offered in their capacity with the SPAC and permissible to undertake. The Sponsor’s involvement presents potential conflicts of interest in evaluating targets.
• Administrative services: The Sponsor provides general and administrative services (office space, utilities, and administrative support) for $10,000 per month (through up to 36 months, subject to extension). As of December 31, 2025, the unpaid balance for such services was $240,000 (recorded as an amount due to a related party).

Extension mechanism and deadline status

• Original deadline: 12 months from the IPO (December 6, 2024), with the ability to extend up to 24 additional months (36 months total) via monthly extension deposits into the Trust Account.
• Extension deposits: Initially required deposits were up to the lesser of $80,000 for all outstanding Public Shares or $0.033 per Public Share per extension month.
• Amendments and extensions: The company and Sponsor executed multiple extensions through 2025 and into 2026. In February 2025, shareholders approved changing the extension fee to $150,000 per month, with subsequent adjustments. The deadline to complete a business combination has been extended to May 6, 2026, and the Sponsor intends to continue extending the deadline up to 36 months from the IPO.

Proposed business combination with United Hydrogen

• Target: United Hydrogen Group Inc. and related entities (collectively, “United Hydrogen”).
• Structure: A two-step merger in which:
  • First Merger Sub will merge into United Hydrogen, with United Hydrogen surviving as a wholly owned subsidiary of Pubco.
  • Second Merger Sub will merge into the SPAC, with the SPAC surviving as a wholly owned subsidiary of Pubco.
• Post-closing: The combined public company (Pubco) would own United Hydrogen and its subsidiaries. The transaction contemplates cancellation or conversion of United Hydrogen ordinary shares, cancellation or conversion of certain designated shares, conversion of five Rights into one Pubco Class A Ordinary Share, and adjustments to convertible notes and outstanding units.
• Exchange mechanics: The Exchange Ratio and detailed mechanics are defined in the Business Combination Agreement and related exhibits. Existing SPAC equity and United Hydrogen equity would be converted into Pubco Class A Ordinary Shares and other consideration per that agreement.
• Conditions to closing: Shareholder approvals, regulatory approvals, Nasdaq listing for Pubco, Form F-4 effectiveness, absence of a material adverse effect, payment of agreed expenses, specified employment arrangements, and delivery of closing deliverables.

Regulatory and timing

• Nasdaq and foreign private issuer: Closing is conditioned on Nasdaq approvals and Pubco qualifying as a foreign private issuer where required.
• CSRC filings: United Hydrogen filed under PRC Trial Measures with the China Securities Regulatory Commission (CSRC) on August 12, 2024; the CSRC has requested additional materials and review is ongoing. Management currently anticipates closing by May 2026, subject to CSRC review and other closing conditions.
• If the business combination does not close, the SPAC will follow its liquidation and redemption procedures subject to trust restrictions and Cayman Islands law.

PRC and geographic considerations

• PRC regulatory risk: The SPAC recognizes potential regulatory risks related to PRC oversight of foreign listings, cybersecurity and data security laws, and national security reviews.
• VIE structures and offshore transfers: The SPAC stated it does not intend to pursue targets that rely on a VIE structure but acknowledges regulatory risk for targets with principal operations in China. If the post-merger company has substantial PRC operations, dividends and transfers of funds offshore may be constrained by PRC law and currency controls.

Market and liquidity considerations

• Completion risk: The ability to complete a business combination depends on market conditions, regulatory approvals, financing availability, and investor sentiment.
• Redemption and rights: If a business combination is not completed within the allotted time, public shareholders will be eligible to redeem their shares for a pro rata share of the Trust Account and the SPAC will liquidate. If the combined company’s listing is delayed or a business combination is not completed, public rights may expire worthless and founder/private placement securities could lose value.

Financial and personnel snapshot

• Trust Account balance: Approximately $69.69 million in proceeds from the IPO and Private Placement are held in the Trust Account.
• Personnel: The company has two executive officers and no full-time employees prior to completing a business combination.
• Related-party obligations: The Sponsor arrangement includes ongoing management services with $240,000 of unpaid sponsor-related administrative service costs as of December 31, 2025.