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Item 2. Management’s Discussion and Analysis

2024-11-13 compared with 2024-08-09 · 49 added, 48 removed, 99 unchanged (49% of the section changed)

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business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

Proposed United Hydrogen Business Combination

On June 19, 2024, Aimei Health entered into

a definitive Business Combination Agreement (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 with limited liability in the Cayman Islands and a wholly-owned

United Hydrogen Business Combination

June 19, 2024, Aimei Health entered into a definitive Business Combination Agreement (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

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(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 Merger Agreement;

(iii) by either Aimei Health or United Hydrogen if any of the conditions to Closing have not been satisfied or

waived by March 31, 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 Merger 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 Merger Agreement)

is not completed by December 31, 2024.

The Merger Agreement and related agreements are further described in our Current Report on Form

8-K filed with the SEC on June 20, 2024.

order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits the mergers and the other transactions

contemplated by the Merger Agreement;

(iii) by either Aimei Health or United Hydrogen if any of the conditions to Closing have not been

satisfied or waived by March 31, 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 Merger 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 Merger Agreement) is not completed by December 31, 2024.

The Merger Agreement and related agreements are further described

in our Current Report on Form 8-K filed with the SEC on June 20, 2024.

of Operations

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

Our only activities from inception to June 30, 2024 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 investments 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 six months ended June 30, 2024, we had a 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 and operational costs of $462,746.

the three months ended June 30, 2024, we had a net income of $609,092, which consisted of dividend income earned on investments held

in the Trust Account of $918,206 offset by formation and operational costs of $309,114.

the period from April 27, 2023 (inception) to June 30, 2024, we had a net loss of $3,618, which consisted of formation and operational

Our only activities from inception to September 30, 2024 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 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, 2024, we had a net income of $2,108,102, which consisted of dividend income earned on investments

held in the Trust Account of $2,770,867 offset by formation and operational costs of $662,765.

the three months ended September 30, 2024, we had a net income of $743,510, which consisted of dividend income earned on investments

held in the Trust Account of $943,529 offset by formation and operational costs of $200,019.

the period from April 27, 2023 (inception) to September 30, 2023, we had a net loss of $3,618, which consisted of formation and operational

costs of $3,618.

and Capital Resources

of June 30, 2024, we had $157,505 in our operating bank account, $71,717,186 in our Trust Account, and working capital of approximately

of September 30, 2024, we had $103,559 in our operating bank account, $72,660,715 in our Trust Account, and working capital deficit of

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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Capital Loans (as defined in “Note 5—Related Party Transactions” in the notes to our unaudited financial statements).

As of June 30, 2024, there were no amounts outstanding under the Working Capital Loans.

As of September 30, 2024, 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, 2024.

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, 2024.

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, 2024, there were no critical accounting policies or estimates.

As of September 30, 2024, 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