Aimei Health Amends 10-K/A for China Risk, Advances United Hydrogen Merger

TL;DR

**AFJKR's 10-K/A signals increased regulatory scrutiny on China risks, but the United Hydrogen merger could still ignite a speculative play in the green energy sector.**

AI Summary

Aimei Health Technology Co., Ltd. (AFJKR), a blank check company, filed a 10-K/A on August 26, 2025, to amend its disclosures regarding risks associated with the People's Republic of China, in response to an SEC comment letter dated July 31, 2025. The company, incorporated on April 27, 2023, completed its IPO on December 6, 2023, raising $60,000,000 from 6,000,000 units at $10.00 each, plus an additional $9,000,000 from an over-allotment option. Simultaneously, a private placement with Aimei Investment Ltd. generated $3,320,000 from 332,000 units. A total of $69,690,000 from these proceeds was placed in a Trust Account. The company is actively pursuing a business combination, having entered into a definitive agreement on June 19, 2024, with United Hydrogen Group Inc., United Hydrogen Global Inc., and its subsidiaries. The proposed merger involves First Merger Sub merging into United Hydrogen, and Second Merger Sub merging into Aimei Health, with Pubco as the ultimate parent. The transaction is subject to various conditions, including shareholder approvals, regulatory clearances, and Aimei Health maintaining at least $5,000,001 in net tangible assets post-redemption.

Why It Matters

This 10-K/A filing is crucial for investors as it addresses SEC concerns regarding PRC-related risks, providing a more complete picture of potential geopolitical and regulatory challenges for Aimei Health Technology Co., Ltd. The ongoing business combination with United Hydrogen Group Inc. represents a significant strategic pivot for the SPAC, moving it from a blank check company to a potential player in the hydrogen sector. The competitive landscape in the biopharmaceutical, medical technology, and diagnostic sectors, where Aimei Health initially sought targets, is intense, and the shift to hydrogen could redefine its market position and investor appeal. Employees and customers of United Hydrogen will be impacted by the integration into a publicly traded entity, potentially leading to operational changes and increased scrutiny.

Risk Assessment

Risk Level: medium — The risk level is medium due to the explicit mention of amending disclosures for 'risk factor disclosures and related discussions concerning the People's Republic of China,' in response to an SEC comment letter dated July 31, 2025. This indicates heightened regulatory attention and potential geopolitical risks. Additionally, the company is a blank check company, meaning its future success is entirely dependent on the consummation of a business combination, which carries inherent execution risks and the possibility of liquidation if the merger with United Hydrogen Group Inc. is not completed by September 6, 2025.

Analyst Insight

Investors should closely monitor the progress of the United Hydrogen merger and the specific details of the PRC risk disclosures. Given the blank check nature, consider the potential for liquidation if the merger fails. Evaluate United Hydrogen's business fundamentals and the hydrogen market's viability before making investment decisions.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$69,690,000

revenue Growth

N/A

Key Numbers

• $71,415,000 — Aggregate market value of ordinary shares held by non-affiliates (As of June 30, 2024)
• 6,121,733 — Ordinary shares issued and outstanding (As of March 28, 2025)
• $60,000,000 — Gross proceeds from IPO (From 6,000,000 units at $10.00 each on December 6, 2023)
• $9,000,000 — Proceeds from over-allotment option (Exercised in full simultaneously with IPO closing)
• $3,320,000 — Proceeds from Private Placement (From 332,000 units with Aimei Investment Ltd.)
• $69,690,000 — Net proceeds placed in Trust Account (From IPO and Private Placement on December 6, 2023)
• $1,380,000 — Underwriting discounts paid (Excluding deferred underwriting discount of $690,000)
• $690,000 — Deferred underwriting discounts (Payable at closing of initial business combination)
• September 6, 2025 — Deadline to consummate initial business combination (Can be extended up to 12 times by one-month periods)
• $5,000,001 — Minimum net tangible assets required for closing (After redemptions and PIPE Investment for the United Hydrogen merger)

Key Players & Entities

• Aimei Health Technology Co., Ltd. (company) — Registrant and blank check company
• United Hydrogen Group Inc. (company) — Target company for business combination
• SEC (regulator) — Issued comment letter on July 31, 2025, regarding PRC risks
• Aimei Investment Ltd. (company) — Sponsor of Aimei Health and private placement participant
• Spartan Capital Securities, LLC (company) — Representative of the underwriters for the IPO
• People's Republic of China (regulator) — Jurisdiction for risk factor disclosures
• Nasdaq Stock Market LLC (regulator) — Exchange where AFJK, AFJKR, and AFJKU are registered
• United Hydrogen Global Inc. (company) — Pubco in the business combination

FAQ

Risk Factors

• SEC Scrutiny and Disclosure Requirements [high — regulatory]: The company is subject to SEC scrutiny, as evidenced by the July 31, 2025, comment letter leading to the August 26, 2025, 10-K/A filing. This highlights the importance of accurate and comprehensive disclosures, particularly concerning risks associated with operating in or having ties to the People's Republic of China.
• Trust Account Sufficiency for Business Combination [high — financial]: A critical condition for the United Hydrogen merger is Aimei Health maintaining at least $5,000,001 in net tangible assets post-redemption. Failure to meet this threshold, especially after potential shareholder redemptions, could jeopardize the $69,690,000 held in the Trust Account and the consummation of the business combination.
• Dependence on Business Combination Completion [high — operational]: As a blank check company, Aimei Health's existence and value are entirely dependent on successfully completing a business combination. The deadline to consummate the initial business combination is September 6, 2025, with potential extensions. Failure to merge with United Hydrogen or another target by this deadline could lead to dissolution.
• Underwriting Costs and Deferred Fees [medium — financial]: The company incurred $1,380,000 in underwriting discounts and has a deferred underwriting discount of $690,000 payable upon the closing of the business combination. These costs reduce the net proceeds available for the business combination and operational expenses.
• Market Volatility and Shareholder Redemptions [medium — market]: The success of the business combination is sensitive to market conditions, which can influence shareholder decisions to redeem their shares. High redemption rates could deplete the Trust Account below the required $5,000,001 net tangible asset threshold.
• China-Related Disclosures and Compliance [medium — regulatory]: The amended 10-K/A specifically addresses risks related to the People's Republic of China, indicating potential regulatory or geopolitical concerns that could impact the company's operations, its target's operations, or investor perception.

Industry Context

Aimei Health operates within the Special Purpose Acquisition Company (SPAC) sector, which facilitates the public listing of private companies. The SPAC market has seen significant activity, but also faces increased regulatory scrutiny and investor caution due to market volatility and the performance of post-merger entities. The success of a SPAC is heavily reliant on identifying a suitable target company and navigating the complex merger process.

Regulatory Implications

The company faces regulatory oversight from the SEC, as demonstrated by the comment letter and subsequent 10-K/A filing. Specific attention is drawn to disclosures concerning risks related to the People's Republic of China, indicating potential geopolitical or compliance challenges that could impact the business combination or future operations.

What Investors Should Do

1. Monitor the progress and conditions of the United Hydrogen business combination.
2. Review the updated risk factor disclosures in the 10-K/A.
3. Assess the potential impact of shareholder redemptions on the Trust Account balance.
4. Track the deadline for the business combination (September 6, 2025, with extensions).

Key Dates

• 2023-12-06: Initial Public Offering (IPO) and Private Placement — Raised $60,000,000 from IPO units, $9,000,000 from over-allotment, and $3,320,000 from a private placement, totaling $72,320,000 in gross proceeds. $69,690,000 was placed in the Trust Account.
• 2024-06-19: Definitive Agreement for Business Combination with United Hydrogen — Marks a significant step towards a business combination, outlining the merger structure involving Aimei Health, United Hydrogen, and Pubco.
• 2025-07-31: SEC Comment Letter Issued — Prompted the company to amend its disclosures, specifically regarding risks associated with the People's Republic of China.
• 2025-08-26: 10-K/A Filing — Amended annual report filed to address SEC comments, enhancing risk factor disclosures.
• 2025-09-06: Deadline to Consummate Initial Business Combination — This is the initial deadline, which can be extended up to 12 times by one-month periods, creating a potential runway for the merger.

Glossary

Blank Check Company

A shell corporation that is set up to raise capital through an IPO for the purpose of acquiring an existing company. (Aimei Health Technology Co., Ltd. is structured as a blank check company, meaning its primary purpose is to find and merge with another company.)

Trust Account

A segregated account where funds raised from an IPO are held until a business combination is completed or the SPAC is liquidated. (A significant portion of Aimei Health's IPO proceeds ($69,690,000) is held in a Trust Account, which is crucial for funding the business combination and potential redemptions.)

Business Combination

The merger or acquisition of a special purpose acquisition company (SPAC) with an operating business. (The core objective of Aimei Health; it has entered into an agreement to combine with United Hydrogen Group Inc.)

Pubco

The 'public company' that will be the ultimate parent entity after the business combination is completed. (In the proposed merger with United Hydrogen, Pubco will be the resulting publicly traded entity.)

Deferred Underwriting Discount

A portion of the underwriting fees that is not paid at the time of the IPO but is contingent upon the completion of a business combination. (Aimei Health has a $690,000 deferred underwriting discount that will be paid upon the closing of the United Hydrogen merger.)

Redemption

The right of public shareholders of a SPAC to have their shares redeemed for cash from the Trust Account, typically prior to or in connection with a business combination. (Shareholder redemptions are a key factor that could impact Aimei Health's ability to meet the minimum net tangible asset requirement for the United Hydrogen merger.)

Year-Over-Year Comparison

As this is the first 10-K/A filing for Aimei Health Technology Co., Ltd., a blank check company incorporated on April 27, 2023, there is no prior year's filing to compare against. The filing primarily serves to amend disclosures from its initial 10-K, particularly concerning risks related to the People's Republic of China, in response to SEC comments. Key financial metrics such as revenue, net income, and margins are not applicable at this pre-business combination stage, with the focus being on capital raised and the progress towards a merger.

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share AFJK The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per IPO Unit, generating gross proceeds
• $60,000,000 — IPO Unit, generating gross proceeds of $60,000,000. Pursuant to that certain underwriting
• $9,000,000 — n in full, generating total proceeds of $9,000,000. Simultaneously with the closing of t
• $3,320,000 — "Units"), generating total proceeds of $3,320,000. The Private Units are identical to the
• $69,690,000 — nits. On December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Un
• $1,380,000 — our shareholders. We paid a total of $1,380,000 in underwriting discounts (excluding de
• $690,000 — uding deferred underwriting discount of $690,000) and $550,000 for other costs and expen
• $550,000 — underwriting discount of $690,000) and $550,000 for other costs and expenses related to
• $5,000,001 — e Transactions; (vi) we having at least $5,000,001 in net tangible assets as of the Closin

Filing Documents

• form10-ka.htm (10-K/A) — 1120KB
• ex10-10.htm (EX-10.10) — 104KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 13KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-25-012343.txt ( ) — 4435KB
• afjk-20241231.xsd (EX-101.SCH) — 25KB
• afjk-20241231_cal.xml (EX-101.CAL) — 29KB
• afjk-20241231_def.xml (EX-101.DEF) — 148KB
• afjk-20241231_lab.xml (EX-101.LAB) — 277KB
• afjk-20241231_pre.xml (EX-101.PRE) — 231KB
• form10-ka_htm.xml (XML) — 499KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 21 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2.

Properties

Properties 21 Item 3.

Legal Proceedings

Legal Proceedings 21 Item 4. Mine Safety Disclosure 21 PART II 22 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 22 Item 6. [Reserved] 22 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 25 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 25 Item 9A.

Controls and Procedures

Controls and Procedures 25 Item 9B. Other Information 26 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 26 PART III 27 Item 10. Directors, Executive Officers and Corporate Governance 27 Item 11.

Executive Compensation

Executive Compensation 34 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 35 Item 13. Certain Relationships and Related Transactions, and Director Independence 36 Item 14. Principal Accounting Fees and Services 38 PART IV 39 Item 15. Exhibit and Financial Statement Schedules 39 Item 16. Form 10-K Summary

Signatures

Signatures 41 i EXPLANATORY NOTE Aimei Health Technology Co., Ltd (the "Company," "we", "our" or "us") is filing this Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K for the year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 28, 2025 (the "Original Filing," as amended by this Amendment, the "Annual Report"), as a comprehensive amendment to amend and restate its disclosures included in the Original Filing to include risk factor disclosures and related discussions concerning the People's Republic of China ("PRC"), in response to the SEC comment letter dated July 31, 2025. Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and, accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Filing. PART I Item 1. Business. In this Annual Report , references to the "SPAC," "Aimei Health," "Company" and to "we," "us," and "our" refer to Aimei Health Technology Co., Ltd. Overview We are a blank check company incorporated on April 27, 2023 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition stock purchase, reorganization, or similar business combination with one or more businesses. We seek to acquire small cap businesses in the biopharmaceutical, medical technology and device industries, as well as in the diagnostic and other services sector. Our efforts in identifying prospective target businesses will not be limited to a particula

Business

Business Combination Agreement Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) the First Merger Sub will merge with and into United Hydrogen (the "First Merger"), whereby the separate existence of the First Merger Sub will cease, and United Hydrogen will be the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco; and (ii) following confirmation of the effective filing of the First Merger, and as part of the same overall transaction as the First Merger, the Second Merger Sub will merge with and into our Company (the "Second Merger," and together with the First Merger, the "Mergers"), whereby the separate existence of the Second Merger Sub will cease, and we will be the surviving corporation of the Second Merger as a wholly-owned subsidiary of Pubco. As a result of the Mergers, among other things, (i) all outstanding ordinary shares of United Hydrogen, except for the United Hydrogen Specially Designated Ordinary Shares (as defined in the Business Combination Agreement) and the United Hydrogen Dissenting Shares (as defined in the Business Combination Agreement), will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares (as defined in the Business Combination Agreement) as determined in accordance with the exchange ratio provided for in the Business Combination Agreement (the "Exchange Ratio"), (ii) all United Hydrogen Specially Designated Ordinary Shares will be canceled and converted into the right to receive the number of Pubco Class B Ordinary Shares (as defined in the Business Combination Agreement) as determined in accordance with the Exchange Ratio, (iii) each convertible note of United Hydrogen that is issued and outstanding immediately prior to effective time of the First Merger, will be converted into such number of ordinary shares of United Hydrogen pursuant to the terms thereof, which resulting shares will be convert

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