Business Context and Reporting Period
Company: Aimei Health Technology Co., Ltd. (AFJK)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Aimei Health is a Cayman Islands exempted company operating as a Special Purpose Acquisition Company (SPAC). It was formed to effect a business combination with one or more businesses, primarily targeting small-cap companies in the biopharmaceutical, medical technology, and diagnostic sectors. The Company has not yet commenced operations and generates no operating revenue.
Current Status: The Company is in the process of consummating a proposed business combination with United Hydrogen Group Inc. ("United Hydrogen"). Shareholders approved the transaction on November 6, 2025. The closing is currently pending regulatory approval from the China Securities Regulatory Commission (CSRC).
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Net Income | $1,059,768 | $2,552,215 |
| Interest Income (Trust Account) | $1,895,527 | $3,617,001 |
| General & Administrative Costs | $(835,759) | $(1,064,786) |
| Cash in Operating Account | $2,929 | $28,208 |
| Cash in Trust Account | $12,100,110 | $73,784,549 |
| Working Capital Deficit | $(3,368,731) | $(786,610) |
| Extension Loans (Related Party) | $2,024,062 | $227,700 |
| Deferred Underwriting Fee | $690,000 | $690,000 |
Note: The significant decrease in Trust Account balance from 2024 to 2025 is primarily due to the redemption of approximately 5.86 million ordinary shares during 2025.
Material Changes vs. Prior Period
- Share Redemptions: During 2025, the Company redeemed 5,859,668 ordinary shares for approximately $65.33 million. This significantly reduced the number of public shares outstanding and the balance in the Trust Account.
- Extension Fees: To extend the deadline for consummating a business combination, the Sponsor and United Hydrogen deposited extension fees into the Trust Account. Total extension loans outstanding increased from $227,700 in 2024 to $2,024,062 in 2025.
- Net Income Decline: Net income decreased by approximately 58% year-over-year, driven by lower interest income earned on the reduced Trust Account balance.
- Related Party Payables: Amounts due to related parties increased from $289,780 in 2024 to $899,601 in 2025, reflecting accrued administrative and transaction costs.
Guidance, Outlook, Risks, and Contingencies
Outlook and Timeline: The Company currently expects to close the business combination with United Hydrogen by May 2026. The deadline to complete the combination has been extended to May 6, 2026, with the option to extend further up to 36 months from the IPO closing date (December 6, 2026) subject to monthly extension payments.
Material Risks and Contingencies:
- CSRC Approval: The transaction is contingent upon receiving a filing notice from the China Securities Regulatory Commission (CSRC). United Hydrogen submitted materials in August 2024, and the review is ongoing. There is no statutory deadline for the CSRC to complete its review, creating uncertainty regarding the closing date.
- Liquidity and Going Concern: The Company has a working capital deficit and relies on extension loans from the Sponsor and United Hydrogen to maintain operations and extend the combination deadline. Management has determined that the requirement to liquidate if a combination is not consummated raises substantial doubt about the Company's ability to continue as a going concern.
- Internal Controls: Management identified a material weakness in internal control over financial reporting due to inadequate segregation of duties and insufficient written policies. Remediation steps are planned.
- Geopolitical Risks: The Company faces risks related to geopolitical instability in the Middle East and Ukraine, as well as regulatory uncertainties associated with doing business in China.
Key Facts for Investor Verification
- CSRC Status: Verify the current status of the CSRC review and whether any new supplementary materials have been requested or approved since the filing date.
- Extension Funding: Confirm that the Sponsor and United Hydrogen continue to deposit the required monthly extension fees ($34,330.96 per month as of the latest amendment) to avoid liquidation.
- Redemption Activity: Monitor for any further shareholder redemptions that could reduce the Trust Account balance below the $5,000,001 net tangible asset threshold required for closing.
- Internal Control Remediation: Review subsequent filings to assess progress in remediating the material weakness in internal controls over financial reporting.
- Related Party Loans: Track the balance of extension loans and related party payables, as these represent significant obligations contingent on the successful closing of the merger.