What changed in this filing

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Item 1. Business

2026-05-04 compared with 2025-03-28 · 425 added, 65 removed, 829 unchanged (37% of the section changed)

6 unchanged sentences

Our efforts in identifying prospective target businesses will not be limited to a particular geographic region.

December 6, 2023, we consummated our initial public officer (“IPO”) of 6,000,000 units (the “IPO Units”).

December 6, 2023, we consummated our initial public offering (“IPO”) of 6,000,000 units (the “IPO Units”).

IPO Unit consists of one ordinary share, $0.0001 par value (the “Ordinary Share”), and one right (“Right”) to

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will not be entitled to any interest accrued on the deferred underwriting discount.

currently have till April 6, 2025 to consummate our initial business combination and thereafter, if we require additional time to consummate

our initial business combination, our board of directors may extend the period of time to consummate a business combination up to 12

times, each by an additional one-month period (for a total of up to 24 months to complete a business combination), subject to the authorization

by our board of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates or designees as

described elsewhere in this Annual Report.

In the event we are unable to consummate a business combination within the allotted time period,

we will cease operations and liquidate the Trust Account and distribute the funds included therein to the holders of our securities sold

in the IPO and dissolve.

initially had until December 6, 2024 to consummate our initial business combination (namely, within 12 months of the closing date of

our IPO), with the option to extend up to 12 times, each by an additional one-month period (for a total of up to 24 months from the closing

date of our IPO), if we require additional time to consummate our initial business combination, subject to the authorization by our board

of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates or designees as described elsewhere

in this Annual Report.

On February 6, 2025, the Company executed an amendment to the Trust Agreement (as defined below), which revised

the extension terms to allow up to 24 one-month extensions (for a total of up to 36 months from the closing date of our IPO to complete

a business combination).

In the event we are unable to consummate a business combination within the allotted time period, we will cease

operations and liquidate the Trust Account and distribute the funds included therein to the holders of our securities sold in the IPO

and dissolve.

Business Combination with United Hydrogen

June 19, 2024, we entered into a definitive business combination agreement (the “Business Combination 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 (the “First Merger Sub”);

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

limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”) ;

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 Business Combination Agreement (the “Closing”), the representative for our Company and our shareholders.

June 19, 2024, we entered into a definitive business combination agreement (as amended, the “Business Combination 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 (the “First Merger Sub”);

(iv) United Hydrogen Worldwide Limited,

an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “Second

Merger Sub”) ;

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 Business Combination Agreement (the “Closing”),

the representative for our Company and our shareholders.

Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the U.S.

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(iii) by either us or United Hydrogen if any

of the conditions to Closing have not been satisfied or waived by March 31, 2025 or such other date as may be extended pursuant to the

Business Combination Agreement (the “Termination Date”);

(iv) by either us 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 us or United Hydrogen

if our shareholder approval is not obtained at our shareholder meeting;

(vi) by us if the United Hydrogen shareholder approval is not

obtained within ten (10) business days after the Registration Statement becomes effective;

or (vii) by us, if the Reorganization is not

completed by December 31, 2024.

of the conditions to Closing have not been satisfied or waived by September 30, 2025, or such other date as may be extended

pursuant to the Business Combination Agreement (the “Termination Date”);

(iv) by either us 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 us or

United Hydrogen if our shareholder approval is not obtained at our shareholder meeting;

(vi) by us if the United Hydrogen shareholder

approval is not obtained within ten (10) business days after the Registration Statement becomes effective;

or (vii) by us, if the Reorganization

is not completed by December 31, 2024.

Extraordinary

General Meeting Approving the Business Combination

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.

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.

of Deadline to Complete Initial Business Combination

amended and restated memorandum and articles of association provides that we have 12 months from the closing of our IPO to consummate

our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business combination within

12 months, we may, by resolution of our board of directors if requested by the Sponsor, extend the period of time to consummate a business

combination up to 12 times, each by an additional one month, for a total of up to 24 months to complete a business combination, subject

to the sponsor depositing additional funds into the Trust Account as set out below.

Pursuant to the terms of our amended and restated

memorandum and articles of association and the trust agreement dated December 1, 2023 entered into between us and Continental Stock Transfer

& Trust Company (the “Trust Agreement”), in order for the time available for us to consummate our initial business combination

to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the Trust Account an monthly extension fee of $227,700 (or $0.033 per Public Share in either case) each month on or prior to the

date of the applicable deadline for each extension.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account

to extend the time for us to complete our initial business combination.

Shareholders will not be granted any right to approve or disapprove

any such monthly extension, or redeem their securities in connection with any decision by us to extend the time frame to complete a business

combination from 12 months to up to 24 months.

currently effective amended and restated memorandum and articles of association provides that we have 12 months from the closing of our

IPO to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business

combination within 12 months, we may, by resolution of our board of directors if requested by the Sponsor, extend the period of time

to consummate a business combination up to 24 times, each by an additional one month, for a total of up to 36 months to complete a business

combination, subject to the sponsor depositing additional funds into the Trust Account as set out below.

Pursuant to the terms of our

amended and restated memorandum and articles of association and the trust agreement dated December 1, 2023 entered into between us and

Continental Stock Transfer & Trust Company (the “Trust Agreement”), in order for the time available for us to consummate

our initial business combination to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the

applicable deadline, must deposit into the Trust Account an monthly extension fee of an amount equal to an amount equal to the lesser

of (i) $80,000 for all outstanding Public Shares and (ii) $0.033 for each outstanding Public Share (for each monthly extension), on or

prior to the date of the applicable deadline for each extension.

The Sponsor and its affiliates or designees are not obligated to fund

the Trust Account to extend the time for us to complete our initial business combination.

Shareholders will not be granted any right

to approve or disapprove any such monthly extension, or redeem their securities in connection with any decision by us to extend the time

frame to complete a business combination from 12 months to up to 36 months.

such payments would be made in the form of a loan.

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You will not be able to vote on or redeem your shares in connection with any such extension.

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700

(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account in accordance with the terms set forth

in the Trust Agreement, to extend the date by which the Company has to consummate a business combination from December 6, 2024 to February

On February 5, 2024, we held an extraordinary general meeting of shareholders, which approved the proposal by our board of directors

to amend the monthly fee payable by the Sponsor and/or its designee into the Trust Account to extend the date by which we must consummate

our initial business combination, from $0.033 per Public Share (for each monthly extension) to an amount equal to $150,000 for all outstanding

Public Shares (for each monthly extension).

On February 6, 2025 and March 6, 2025, the Sponsor and United Hydrogen caused the third and

fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further extend the deadline from February

6, 2024 to April 6, 2025.

As of the date of this Annual Report, the deadline for completing of an initial business combination was extended

to April 6, 2025 and the Sponsor currently intends to continue to deposit additional funds as described herein to further extend such

deadline to up to 24 months from the closing of the IPO, to complete the initial business combination.

However, there is no guarantee

that the Sponsor or United Hydrogen will make such deposit timely or at all as described above.

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second then-applicable monthly extension

fee of $227,700 (equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account in accordance with the

terms set forth in the Trust Agreement, to extend the date by which the Company has to consummate a business combination from December

6, 2024 to February 6, 2025.

On February 5, 2025, we held an extraordinary general meeting of shareholders, which approved the proposal

by our board of directors to amend the monthly fee payable by the Sponsor and/or its designee into the Trust Account to extend the date

by which we must consummate our initial business combination, from $0.033 per Public Share (for each monthly extension) to an amount

equal to $150,000 for all outstanding Public Shares (for each monthly extension).

On February 6, 2025, March 6, 2025, April 4, 2025,

May 6, 2025, June 6, 2025, July 6, 2025, August 6, 2025, September 5, 2025, October 8, 2025, and November 4, 2025, the Sponsor and United

Hydrogen caused the third through twelfth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to

further extend the deadline from February 6, 2025 to December 6, 2025.

On November 26, 2025, we held an extraordinary general meeting

of shareholders, which approved the proposal by our board of directors to amend the monthly fee payable by the Sponsor and/or its designee

into the Trust Account to extend the date by which we must consummate our initial business combination, from $150,000 for all outstanding

Public Shares (for each monthly extension) to an amount equal to an amount equal to the lesser of (i) $80,000 for all outstanding Public

Shares and (ii) $0.033 for each outstanding Public Share (for each monthly extension).

On December 5, 2025, January 5, 2026, February

12, 2026, March 4, 2026, and April 7, 2026, the Sponsor and United Hydrogen caused the thirteenth through seventeenth monthly extension

fee of $34,330.96, respectively, to be deposited into the Trust Account, to further extend the deadline from December 6, 2025 to May

As of the date of this Annual Report, the deadline for completing an initial business combination was extended to May 6, 2026

and the Sponsor currently intends to continue to deposit additional funds as described herein to further extend such deadline to up to

36 months from the closing of the IPO, to complete the initial business combination.

However, there is no guarantee that the Sponsor

or United Hydrogen will make such deposit timely or at all as described above.

and Operational Risks Related to Potential Business Combinations with PRC-Based Companies

Chief Financial Officer is a citizen of Hong Kong.

Additionally, one of our three independent directors, resides in China.

date of this Annual Report, we are seeking to consummate the Business Combination with United Hydrogen, which is a Cayman Islands exempted

company that conducts substantially all of its operations through its PRC operating subsidiaries.

If we do not consummate the Business

Combination with United Hydrogen, we may consider a business combination with another entity or business with a physical presence or

other significant ties to China, including Hong Kong and Macau, which may subject the post-business combination business to the laws,

regulations and policies of China.

Any alternative target we may consider for a business combination may conduct operations through subsidiaries

The legal and regulatory risks associated with doing business in China discussed in this report may make us a less attractive

partner in an initial business combination than other special purpose acquisition companies that do not have any ties to China.

our ties to China may make it harder for us to complete an initial business combination with a target company without any such ties.

In addition, we will not conduct a business combination with any target company that conducts operations through variable interest entities

(“VIEs”), which are a series of contractual arrangements used to provide the economic benefits of foreign investment in Chinese-based

companies where Chinese law prohibits direct foreign investment in the operating companies.

As a result, this may limit the pool of acquisition

candidates we may acquire in the PRC, in particular, relative to other special purpose acquisition companies that are not subject to

such restrictions, which could make it more difficult and costly for us to consummate a business combination with a target business operating

in the PRC relative to such other companies.

we consummate the proposed Business Combination with United Hydrogen, or if we consummate our initial business combination with another

target business based in and primarily operating in the PRC, the combined company could be subject to certain legal and operational risks

associated with or having the majority of post-business combination operations in China.

PRC laws and regulations governing PRC based

business operations are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of

any post-business combination subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of

our ability to offer, or continue to offer, our securities to investors, including investors in the United States.

Over the past few

years, the PRC government has adopted a series of regulatory actions and issued statements to regulate business operations in China with

little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope

of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

These enacted measures, and new measures which may

be implemented, could materially and adversely affect the operations of any post-business combination company which we may acquire as

our initial business combination.

addition, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new

laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact

such modified or new laws and regulations will have on a China-based target company’s daily business operation, the ability to

accept foreign investments and list on a U.S.

or other foreign exchange.

Additionally, if we effect our initial business combination

with a business located in the PRC, the laws applicable to such business will likely govern all of our material agreements and we may

not be able to enforce our legal rights.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and

regulations which may have a material adverse impact on the value of our securities.

If we enter into a business combination with a target

business operating in China, cash proceeds raised from overseas financing activities, including the IPO, may be transferred by us to

any future PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

All these risks could result in a material

change in our or the target company’s post-combination operations and/or the value of our ordinary shares or could significantly

limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to

significantly decline or become worthless.

the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make

or accept foreign investments or list on a U.S.

stock exchange.

For example, if we enter into a business combination with a target business

operating in China, the combined company may face risks associated with regulatory approvals of the proposed business combination between

us and the target, offshore offerings, anti-monopoly regulatory actions, cybersecurity and data privacy.

The PRC government may also

intervene with or influence the combined company’s operations at any time as the government deems appropriate to further regulatory,

political and societal goals.

the past few years, the PRC government has recently published new policies that significantly affected certain industries such as the

education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies

regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business,

financial condition and results of operations of the combined company.

Any such action, once taken by the PRC government, could make

it more difficult and costly for us to consummate a business combination with a target business operating in the PRC, result in material

changes in the combined company’s post-combination operations and cause the value of the combined company’s securities to

significantly decline, or in extreme cases, become worthless or completely hinder the combined company’s ability to offer or continue

to offer securities to investors.

Please see those factors described under the heading “ Risk Factors ” in our filings

with the SEC from time to time and the Registration Statement on Form F-4 (File Number 333-284430) filed by United Hydrogen Group Inc.

with the SEC.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies

(the “Trial Measures”), which took effect on March 31, 2023.

The Trial Measures supersede the prior rules and clarified and

emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect overseas offering

and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly,

an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited

consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main parts of the

issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or

the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed in foreign

securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform the

regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas securities

offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures

as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

(3) a negative list

of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized

by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted

of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering

to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change

of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders

between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing

fraud and misrepresentation.

believe we are not required to obtain approvals from any PRC government authorities, including the CSRC or the Cyberspace Administration

of China (“CAC”), or any other government entity, to issue our securities to foreign investors and to list on a U.S.

or to search for a target company.

As of the date of this report, we have not received any inquiry, notice, warning, sanctions or regulatory

objection to the IPO from the CSRC or any other PRC governmental authorities.

However, applicable laws, regulations, or interpretations

of the PRC may change or we could be mistaken about these rules applicability, and the relevant PRC government agencies could reach a

different conclusion and may subject us to a stringent approval process from the relevant government entities in connection with the

IPO, continued listing on a U.S.

exchange, the potential business combination, the issuance of shares or the maintenance of our status

as a publicly listed company outside China, and the post business combination entity’s PRC operations if our business combination

target is a PRC Target Company.

If the CSRC or the CAC, or any other governmental or regulatory body subsequently determines that its

approval is needed for the IPO, a business combination, the issuance of our ordinary shares upon exercise of the rights, or maintaining

our status as a publicly listed company outside China, we may face approval delays, adverse actions or sanctions by the CSRC, CAC and/or

other PRC regulatory agencies.

It is uncertain whether we will be required to obtain permission from the PRC government to continue to

list on a U.S.

exchange in the future and offer our securities to foreign investors.

If approval is required in the future, including

pursuant to the Trial Measures, and we are denied permission from Chinese authorities to list on U.S.

exchanges or offer our securities

to foreign investors, we may not be able to continue listing on a U.S.

exchange or be subject to other severe consequences, which would

materially affect our ability to complete a business combination in which case we may have to liquidate which would be adverse to the

interests of the investors.

In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations after

The use of the term “operate” and “operations” includes the process of searching for a target business

and conducting related activities.

To that extent, we may not be able to conduct the process of searching for a potential target company

are numerous risks and uncertainties related to doing business in China including:

changes in political and economic policies or political or social conditions of the PRC government could have a material adverse

effect on the overall economic growth of China;

Uncertainties

with respect to the PRC legal system could limit legal protections available to you and us;

may be difficult for overseas regulators to conduct investigations or collect evidence within China

companies in certain business sectors are required to undergo national security review or obtain clearance from relevant authorities

if necessary before making any filings with the CSRC.

companies must comply with national secrecy and data security laws with respect to any data disclosure.

has the authority to and may block offshore listings that:

(1) are explicitly prohibited by law;

(2) may endanger national security;

(3) involve criminal offenses such as corruption, bribery, embezzlement, misappropriation of property by the issuer, its controlling

persons (with a three-year lookback);

(4) involve the issuer under investigations for suspicion of criminal offenses or major violations

of laws and regulations;

or (5) involve material ownership disputes.

see those factors described under the heading “ Risk Factors ” in our filings with the SEC from time to time and the

Registration Statement on Form F-4 (File Number 333-284430) filed by United Hydrogen Group Inc.

with the SEC.

of our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities

intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into

a definitive agreement regarding our initial business combination.

For more information, see the section of this report entitled “ Item

Directors, Executive Officers and Corporate Governance — Conflicts of Interest.

there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that

96 unchanged sentences

shareholders) from a financial point of view.

of Cash to and from our Post Business Combination Subsidiaries

of the date of this Annual Report, we are seeking to consummate the Business Combination with United Hydrogen, which is a Cayman Islands

exempted company that conducts substantially all of its operations through its PRC operating subsidiaries.

There have not been any capital

contributions or shareholder loans by us to any PRC entities, we do not yet have any subsidiaries, and we have not received, declared

or made any dividends or distributions.

If we consummate the proposed Business Combination with United Hydrogen, or if we consummate

our initial business combination with another target business based in and primarily operating in the PRC, the combined company, whose

securities will be listed on a U.S.

stock exchange, may make capital contributions or extend loans to its PRC subsidiaries through intermediate

holding companies subject to compliance with relevant PRC foreign exchange control regulations.

the initial business combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any

debt it may incur will depend upon dividends paid by its PRC subsidiaries.

Under PRC laws and regulations, PRC companies are subject

to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities.

In particular,

under the current PRC laws and regulations, dividends may be paid only out of distributable profits.

Distributable profits are the net

profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to

statutory and other reserves required to be made.

PRC regulations permit a potential PRC target company’s indirect PRC subsidiaries to pay dividends to an overseas subsidiary, for

example, a subsidiary located in Hong Kong, only out of their accumulated profits, if any, determined in accordance with Chinese accounting

standards and regulations.

In addition, each of the target’s subsidiaries in China is required to set aside at least 10% of its

after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

Furthermore, each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee

welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.

Although the statutory

reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings

of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

PRC government also imposes controls on the conversion of the Renminbi (“RMB”), the legal currency of the PRC, into foreign

currencies and the remittance of currencies out of the PRC.

Our initial business combination target may be a PRC company with substantially

all of its revenues in RMB.

Shortages in the availability of foreign currency may restrict the ability of the PRC subsidiaries to remit

sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments

and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with

certain procedural requirements.

However, approval from appropriate government authorities is required where RMB is to be converted into

foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

The PRC government may also, at its discretion, restrict access in the future to foreign currencies for current account transactions.

If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands post business

combination, we may not be able to pay dividends in foreign currencies to our security-holders.

Furthermore, if our target’s subsidiaries

in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make

other payments.

dividends, if any, on our ordinary shares will be paid in U.S.

If we are considered a PRC tax resident enterprise for tax purposes,

any dividends we pay to our overseas shareholders may be regarded as China-sourced income and, as a result, may be subject to PRC withholding

tax at a rate of up to 10.0%.

PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or

capital account transactions.

If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining

sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able

to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined

We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the

remittance of RMB into or out of the PRC.

We cannot assure you, in light of the restrictions in place, or any amendment to be made from

time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are

denominated in foreign currencies, including the remittance of dividends outside of the PRC.

Please see those factors described under

the heading “ Risk Factors ” in our filings from time to time with the SEC and the Registration Statement on Form F-4

(File Number 333-284430) filed by United Hydrogen Group Inc.

with the SEC.

Business Combination

currently have until April 6, 2025 (or up to 24 months from the closing of the IPO if we extend the period of time to consummate a business

currently have until May 6, 2026 (or up to 36 months from the closing of the IPO if we extend the period of time to consummate a business

combination by the full amount of time, as described in more detail in this report) to consummate our initial business combination.

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such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

is a summary of potential PRC laws and regulations that could be interpreted by the in-charge PRC government authorities, namely, the

CSRC, the CAC and their enforcement agencies, to require us to obtain permission or approval in order to issue securities to foreign

investors in connection with a business combination or offer securities to foreign investors.

We do not believe that any permission or

approval is required under the PRC laws or regulations to offer securities to non-PRC investors.

However, there is no assurance that

such approval or permission will not be required under the PRC laws, regulations or policies if the relevant governmental authorities

take a contrary position, nor can we predict whether or how long it will take to obtain such approval if so required.

Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors adopted by six PRC regulatory agencies, including

the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration

for Industry and Commerce (the “SAMR”), the CSRC, and the SAFE in 2006 and amended in 2009, as well as some other regulations

and rules concerning mergers and acquisitions (collectively, the “M&A Rules”) include provisions that purport to require

that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the

purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC

prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

On September 21, 2006,

the CSRC published its approval procedures for overseas listings by special purpose vehicles.

However, substantial uncertainty remains

regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A

Rules remains unclear, we believe that the CSRC approval would not be required in the context of a business combination because (1) the

M&A Rules provide that the acquisition of the equity held by the shareholders of a “domestic company” (i.e., a non-foreign

investment company) or the subscription for the new shares issued by a “domestic company” by the shareholders of an offshore

special purpose vehicle with the equity of such offshore special purpose vehicle, or by the offshore special purpose vehicle with its

new shares for the purpose of the overseas listing of such offshore special purpose vehicle, shall be subject to the approval of the

while we currently are a foreign-invested enterprise rather than a “domestic company” as defined under the M&A

Rules, and (2) the CSRC currently has not issued any definitive rule or interpretation concerning whether a transaction of the kind contemplated

herein is subject to the M&A Rules.

However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented.

February 17, 2023, the CSRC promulgated the Trial Measures, which took effect on March 31, 2023.

The Trial Measures supersede the prior

rules and clarified and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect

overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form”

and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are

met at the same time:

(a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented

in its audited consolidated financial statements for the most recent accounting year comes from PRC domestic companies, and (b) the main

parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland

China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland

(2) exemptions from immediate filing requirements for issuers that (a) have already been listed or registered but not yet listed

in foreign securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, (b) are not required to re-perform

the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and (c) whose such overseas

securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing

procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

(3) a negative

list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas has been recognized

by the State Council of the PRC as a possible threat to national security, (b) issuers whose affiliates have been recently convicted

of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for initial public offering

to overseas regulators, and the obligation after offering or listing overseas to report to the CSRC material events including a change

of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders

between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing

fraud and misrepresentation.

believe we are not required to obtain approvals from any PRC government authorities, including the CSRC or the CAC, or any other government

entity, to issue our securities to foreign investors and to list on a U.S.

exchange or to search for a target company.

As of the date

of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to the IPO from the CSRC

or any other PRC governmental authorities.

However, applicable laws, regulations, or interpretations of the PRC may change or we could

be mistaken about these rules applicability, and the relevant PRC government agencies could reach a different conclusion and may subject

us to a stringent approval process from the relevant government entities in connection with the IPO, continued listing on a U.S.

the potential business combination, the issuance of shares or the maintenance of our status as a publicly listed company outside China,

and the post business combination entity’s PRC operations if our business combination target is a PRC company.

If the CSRC or the

CAC, or any other governmental or regulatory body subsequently determines that its approval is needed for the IPO, a business combination,

the issuance of our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China,

we may face approval delays, adverse actions or sanctions by the CSRC, CAC and/or other PRC regulatory agencies.

It is uncertain whether

we will be required to obtain permission from the PRC government to continue to list on a U.S.

exchange in the future and offer our securities

to foreign investors.

If approval is required in the future, including pursuant to the Trial Measures, and we are denied permission from

Chinese authorities to list on U.S.

exchanges or offer our securities to foreign investors, we may not be able to continue listing on

exchange or be subject to other severe consequences, which would materially affect our ability to complete a business combination

in which case we may have to liquidate which would be adverse to the interests of the investors.

In addition, any changes in PRC law,

regulations, or interpretations may severely affect our operations after the IPO.

The use of the term “operate” and “operations”

includes the process of searching for a target business and conducting related activities.

To that extent, we may not be able to conduct

the process of searching for a potential target company in China.

the other hand, although we are not required to obtain approvals from any PRC government authorities to issue our securities to foreign

investors and to list on a U.S.

exchange or to search for a target company, United Hydrogen, our current target in the proposed Business

Combination, is required to complete filing procedures with the CSRC in connection with the consummation of the Business Combination

and listing of Pubco’s ordinary shares, since United Hydrogen and its subsidiaries generated over 50% of each of their revenue,

net income, total assets, and net assets from the PRC within the most recent completed fiscal year.

United Hydrogen made the required

filings under the Trial Measures with the CSRC on August 12, 2024.

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.

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

Due to the uncertainties surrounding the timing and content of the CSRC’s review, United Hydrogen cannot predict the exact

timing and the outcome of obtaining the CSRC filing notice.

For more details, please refer to the Registration Statement on Form F-4,

as amended (File Number 333-284430), which was initially filed with the SEC by United Hydrogen Group Inc.

on January 23, 2024.

Sponsor is Aimei Investment Ltd, a Cayman Islands exempted company whose ultimate beneficial owner is Ms.

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additional discussion of the general development of our business, see our final prospectus on Form 424B4 filed with the SEC on December

Risk Factors.

a smaller reporting company, we are not required to provide the information required by this item.

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-K

Item 1. Business