What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-04 compared with 2025-03-28 · 40 added, 48 removed, 84 unchanged (51% of the section changed)

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(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;

United Hydrogen if any of the conditions to Closing have not been satisfied or waived by September 30, 2025;

(iv) by either Aimei Health

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

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 Operations

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well as for due diligence expenses.

the year ended December 31, 2024, we had a net income of $2,552,215, which consisted of interest income earned on investments held in

the Trust Account of $3,617,001, offset by formation and operational costs of $1,064,786.

the period from April 27, 2023 (inception) to December 31, 2023, we had a net income of $171,389, which consisted of interest income

earned on investments held in the Trust Account of $199,848, offset by formation and operational costs of $28,459.

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.

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.

and Capital Resources

of December 31, 2024, we had $28,208 in our operating bank account, $73,784,549 in our Trust Account, and working capital deficit of

approximately $786,610.

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

offering costs on our behalf in exchange for issuance of Founder Shares, and the borrowing of approximately $210,151 from the Sponsor

under an unsecured promissory note (see “Note 5—Related Party Transactions” in the notes to our financial statements).

We have repaid the unsecured promissory note in full on December 7, 2023.

Subsequent to the consummation of the IPO, our liquidity has

been satisfied through the net proceeds from the consummation of the IPO and the Private Placement (as defined below) held outside of

the Trust Account.

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

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 the Company Working Capital Loans (as

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

As of December 31, 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

needs prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our business

combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

However, we cannot provide

any assurance that new financing will be available.

Over the time period prior to our initial 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.

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.

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.

Concern Consideration

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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.

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.

doubt about the ability to continue as a going concern within one year after the date that the financial statements are issued.

is no assurance that our plans to consummate a business combination will be successful by the applicable deadline to complete a business

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.

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Accounting Standards

November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses

that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other

segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and

position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance

and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic

280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

7 unchanged sentences

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 7. Management’s Discussion and Analysis