AFJK Aimei Health Technology Co., Ltd. - 10-K

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item. However, the following is a partial list of material risks, uncertainties, and other factors that could have a material effect on us and our operations:

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.

The heightened military conflict involving the United States, Israel, and Iran, as well as broader instability in the Middle East, has contributed to significant volatility in global financial and energy markets. Disruptions to strategic airspaces and critical maritime routes, including the Strait of Hormuz and the Red Sea, have increased uncertainty in global trade and led to fluctuations in commodity prices, including oil and gas. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate.

Furthermore, the continuing war in Ukraine and the resulting sanctions levied by the United States, the European Union, and other nations against Russia continue to impact global financial markets. The extent and duration of these military actions in the Middle East and Eastern Europe, as well as the resulting sanctions and market disruptions, are impossible to predict but are expected to remain substantial.

Geopolitical instability may also increase regulatory scrutiny, disrupt cross-border transactions, delay governmental approvals, or negatively affect investor sentiment toward transactions involving foreign operations, including those with connections to Asia. Because we are a special purpose acquisition company with no operating business, our ability to consummate an initial business combination depends significantly on market conditions, regulatory approvals, the availability of financing, and overall investor sentiment. Such developments could delay or impede the consummation of our proposed Business Combination or any alternative transaction.

Such geopolitical instability often leads to broad sell-offs in the equity markets and heightened investor sensitivity to risk. Consequently, these developments may materially and adversely affect the market price of our ordinary shares, regardless of our actual operating performance. As we do not currently operate a revenue-generating business, the trading price of our ordinary shares is particularly sensitive to external market developments and transaction-related uncertainties. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest or intensified military activities could have a material adverse effect on the global economy, which in turn could negatively impact our financial condition and the value of our securities.

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.

We are required to consummate our initial business combination within the time period provided in our amended and restated memorandum and articles of association. As of the date of this Annual Report, the deadline for completing our initial business combination has been extended to May 6, 2026, and may be further extended, up to a maximum of 36 months from the closing of our initial public offering (or December 6, 2026), subject to the Sponsor depositing the required monthly extension fees into the Trust Account.

Although our shareholders have approved the proposed Business Combination with United Hydrogen and the Registration Statement on Form F-4 (File No. 333-284430) filed with the SEC in connection therewith has been declared effective, the closing of the Business Combination remains subject to certain conditions, including the receipt of the required filing notice from the CSRC by United Hydrogen, which receipt remains pending as of the date of this Annual Report. There can be no assurance that such filing notice will be obtained on a timely basis, or at all, or that all other closing conditions will be satisfied before the applicable deadline. If we fail to complete our initial business combination within the required time period, we will be required to cease operations except for the purpose of winding up, redeem the Public Shares, and liquidate the Trust Account. In such event, the rights included in our Units would expire worthless, and holders of our ordinary shares would receive only their pro rata portion of the funds held in the Trust Account, which may be less than the market price at which such securities are then trading.

As we approach the deadline for consummating a business combination, we may also face increased risk that Nasdaq determines that continued listing of our securities is no longer appropriate. If Nasdaq were to suspend or delist our securities, whether due to our failure to complete a business combination within the permitted timeframe, failure to meet continued listing standards, prolonged uncertainty regarding our business combination, or otherwise, our securities could become quoted on the OTC market. Trading on the OTC market is often characterized by significantly reduced liquidity, limited analyst coverage, reduced market maker participation, wider bid-ask spreads, and greater price volatility. Many institutional investors are restricted from investing in OTC securities, which could further reduce demand for our securities. As a result, the market price of our securities could decline significantly, and shareholders may find it more difficult to sell their securities. Any suspension, delisting, or transition to OTC trading could also impair our ability to raise additional capital, complete a business combination, or otherwise execute our business strategy, and could materially and adversely affect the value of our securities.

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.

The consummation of the proposed Business Combination with United Hydrogen is conditioned upon, among other things, the completion of filing procedures with, and receipt of the required filing notice from, the CSRC pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”). United Hydrogen submitted the required filing materials to the CSRC on August 12, 2024. Since that time, the CSRC has requested supplementary materials on multiple occasions, and United Hydrogen has responded accordingly. As of the date of this Annual Report, the CSRC review remains ongoing. There is no statutory deadline by which the CSRC must complete its review or issue a filing notice, and the timing and outcome of such review remain uncertain. The CSRC may require additional supplementary materials, impose conditions, delay its review, or ultimately decline to issue the required filing notice. The review process is outside our control, and we cannot predict whether or when the required filing notice will be obtained.

We are required to consummate our initial business combination within the time period provided in our amended and restated memorandum and articles of association, which may be extended up to a maximum of 36 months from the closing of our initial public offering, subject to the Sponsor depositing the required monthly extension fees into the Trust Account. If the required CSRC filing notice is not obtained in a timely manner, the proposed Business Combination may not be completed before our deadline for consummating a business combination. If the proposed Business Combination is not consummated, we would need to identify, negotiate, and complete an alternative initial business combination within the remaining time available to us, if any. Given the time required to source and evaluate potential targets, conduct due diligence, negotiate definitive agreements, prepare and file required disclosure documents with the SEC, obtain shareholder approval, and satisfy applicable regulatory and closing conditions, it may be impracticable to complete an alternative transaction before the applicable deadline, particularly if significant time has already elapsed due to regulatory review of the current transaction. If we are unable to consummate an initial business combination within the permitted time period, we will be required to cease operations except for the purpose of winding up, redeem the Public Shares, and liquidate the Trust Account. In such event, our public rights would expire worthless, and our Founder Shares and private placement securities would also become worthless. Accordingly, delay or failure in obtaining the required CSRC filing notice could materially and adversely affect our ability to complete a business combination and may ultimately result in our liquidation.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “ Item 8. Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “ Special Note Regarding Forward-Looking Statements ,” “ Item 1A. Risk Factors ” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

Proposed United Hydrogen Business Combination

On June 19, 2024, Aimei Health entered into the Business Combination Agreement for a business combination with (i) United Hydrogen, (ii) Pubco, (iii) the First Merger Sub; (iv) the Second Merger Sub ; and (v) the Sponsor. The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing, including: (i) by mutual written consent of Aimei Health and United Hydrogen; (ii) by either Aimei Health or United Hydrogen if any law or governmental order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits the mergers and the other transactions contemplated by the Business Combination Agreement; (iii) by either Aimei Health or United Hydrogen if any of the conditions to Closing have not been satisfied or waived by September 30, 2025; (iv) by either Aimei Health or United Hydrogen upon a material breach of any representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured within the earlier of 20 days’ following the receipt of notice from the non-breaching party and the Termination Date; (v) by either Aimei Health or United Hydrogen if the Aimei Health shareholder approval is not obtained at its shareholder meeting; (vi) by Aimei Health if the United Hydrogen shareholder approval is not obtained within ten (10) business days after the Registration Statement becomes effective; or (vii) by Aimei Health, if the Reorganization (as defined in the Business Combination Agreement) is not completed by December 31, 2024. The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on June 20, 2024.

On November 6, 2025, we held an extraordinary general meeting of shareholders, at which the shareholders approved the Board’s proposal to enter into the Business Combination with United Hydrogen, together with certain related proposals. In addition, on January 23, 2024, United Hydrogen initially filed a Registration Statement on Form F-4 (File No. 333-284430) with the SEC in connection with the proposed Business Combination, which was declared effective on September 26, 2025. While we continue to use our best efforts to complete the Business Combination as soon as practicable, the Board determined that completion of the Business Combination remains subject, among other conditions, to United Hydrogen obtaining required approvals from the CSRC, which are currently pending. The CSRC has been reviewing United Hydrogen’s materials since August 12, 2024, and has required United Hydrogen to provide supplementary materials on several occasions. See “ Item 1. Business – Initial Business Combination – CSRC Approval. ” As of the date of this Annual Report, United Hydrogen has submitted supplementary materials in accordance with the CSRC’s requirements and is awaiting further review. As of the date of this Annual Report, we currently expect to close the Business Combination by May 2026, subject to the satisfaction of customary closing conditions. See “ Item 1. Business – Proposed Business Combination with United Hydrogen – Conditions to Closing. ”

Results of Operations

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception to December 31, 2025 were organizational activities, those necessary to prepare for and conduct the IPO, and those required to identify and evaluate a target company for a business combination. We will not generate any operating revenue until after the completion of our initial business combination, at the earliest. We have generated and will continue to generate non-operating income in the form of interest income on cash in bank and investments held in the Trust Account established for the benefit of our public shareholders, from the proceeds derived from the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2025, we had a net income of $1,059,768, which consisted of interest earned on cash held in the Trust Account of $1,895,527, offset by general, administrative and operational costs of $835,759.

For the year ended December 31, 2024, we had a net income of $2,552,215, which consisted of interest earned on cash held in the Trust Account of $3,617,001, offset by general, administrative and operational costs of $1,064,786.

Liquidity and Capital Resources

As of December 31, 2025, we had $2,929 in our operating bank account, $12,100,110 in our Trust Account, and working capital deficit of approximately $3,368,731.

Our liquidity has been satisfied through the net proceeds from the consummation of our IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans (as defined in “Note 5—Related Party Transactions” in the notes to our financial statements). As of December 31, 2025, there were no amounts outstanding under the Working Capital Loans.

Over the period of time to complete a business combination, we will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Going Concern Consideration

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of our IPO, the requirement that we cease all operations, redeem the Public Shares, and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that our plans to consummate a business combination will be successful by the applicable deadline to complete a business combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which contemplate the continuation of our Company as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriter is entitled to a deferred fee of one percent (1.0%) of the gross proceeds of the IPO upon closing of the Business Combination, or $690,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of December 31, 2025, there were no critical accounting policies or estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our audited financial statements.