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Item 2. Management’s Discussion and Analysis

2025-11-18 compared with 2025-08-13 · 40 added, 33 removed, 114 unchanged (39% of the section changed)

42 unchanged sentences

United Hydrogen Business Combination

June 19, 2024, Aimei Health entered into a definitive Business Combination Agreement (as amended on June 6, 2025, the “Merger Agreement”)

for a business combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman

Islands (“United Hydrogen”), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in

the Cayman Islands (“Pubco”), (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability

in the Cayman Islands and a wholly-owned subsidiary of Pubco;

(iv) United Hydrogen Worldwide Limited, an exempted company incorporated

June 19, 2024, Aimei Health entered into a definitive Business Combination Agreement (as amended on June 6, 2025,

the “Merger Agreement”) for a business combination with (i) United Hydrogen Group Inc., an exempted company incorporated

with limited liability in the Cayman Islands (“United Hydrogen”), (ii) United Hydrogen Global Inc., an exempted company incorporated

with limited liability in the Cayman Islands (“Pubco”), (iii) United Hydrogen Victor Limited, an exempted company incorporated

with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco;

and (v) Aimei

Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions contemplated

by the Merger Agreement (the “Closing”), the representative for Aimei Health and its shareholders (the “Sponsor”).

(iv) United Hydrogen Worldwide Limited, an exempted

company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco ;

and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions

contemplated by the Merger Agreement (the “Closing”), the representative for Aimei Health and its shareholders (the “Sponsor”).

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing, including:

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and related agreements are further described in our Current Report on Form 8-K filed with the SEC on June 20, 2024.

As previously disclosed, on

November 6, 2025, the Company convened an extraordinary general meeting of shareholders, at which Aimei Health’s

shareholders approved the proposed business combination with United Hydrogen.

As of the date of this Quarterly Report, the Company expects

to close the business combination in early 2026, subject to various conditions, including shareholder approvals and regulatory clearances.

of Operations

have neither engaged in any operations nor generated any revenue to date.

Our only activities from inception to June 30, 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

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 cash held in

a trust account established for the benefit of our public shareholders (the “Trust Account”), from the proceeds derived from

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.

the six months ended June 30, 2025, we had net income of $609,632, which consisted of interest income earned on assets held in the Trust

Account of $1,064,650, offset by formation and operational costs of $455,018.

For the six months ended June 30, 2024, we had net income

of $1,364,592, which consisted of dividend income earned on investments held in the Trust Account of $1,827,338, offset by formation

Our only activities from inception to September 30, 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 cash held in a trust account established for the benefit of our public shareholders (the “Trust Account”), 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.

the nine months ended September 30, 2025, we had net income of $961,651, which consisted of interest income earned on cash held in the

Trust Account of $1,546,821, offset by formation and operational costs of $585,170.

For the nine months ended September 30, 2024, we

had net income of $2,108,102, which consisted of dividend income earned on cash held in the Trust Account of $2,770,867, offset by formation

and operational costs of $662,765.

For the three months ended June 30, 2025, we had net income of $424,970, which consisted of interest

income earned on assets held in the Trust Account of $466,574, offset by formation and operational costs of $41,604.

For the three months ended September 30, 2025, we had net income of $352,019, which consisted of interest

income earned on cash held in the Trust Account of $482,171, offset by formation and operational costs of $130,152.

For the three months

ended June 30, 2024, we had net income of $609,092, which consisted of dividend income earned on investments held in the Trust Account

ended September 30, 2024, we had net income of $743,510, which consisted of dividend income earned on cash held in the Trust Account

of $943,529, offset by formation and operational costs of $200,019.

and Capital Resources

of June 30, 2025, we had $2,138 in our operating bank account, $44,511,399 in our Trust Account, and working capital deficit of approximately

of September 30, 2025, we had $2,979 in our operating bank account, $45,443,570 in our Trust Account, and working capital deficit of

approximately $2,749,480.

liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain

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defined in “Note 5—Related Party Transactions” in the notes to our financial statements).

As of June 30, 2025, there

were no amounts outstanding under the Working Capital Loans.

As of September 30, 2025,

there were no amounts outstanding under the Working Capital Loans.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our anticipated cash

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Sheet Financing Arrangements

have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

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.

have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

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.

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.

do not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities.

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results could materially differ from those estimates.

As of June 30, 2025, there were no critical accounting policies or estimates.

As of September 30, 2025, there were no critical accounting policies or estimates.

Accounting Standards

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis