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Item 2. Management’s Discussion and Analysis

2026-06-16 compared with 2025-11-18 · 74 added, 86 removed, 68 unchanged (70% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Aimei

Health Technology Co., Ltd.

References to our “management” or our “management team” refer to our officers and

directors, and references to our “Sponsor” refer to Aimei Investment Ltd., a Cayman

in this report (the “Quarterly Report”) to “we,” “us,” “Aimei Health,” or the “Company”

refer to Aimei Health Technology Co., Ltd.

References to our “management” or our “management team” refer to our

officers and directors, and references to our “Sponsor” refer to Aimei Investment Ltd., a Cayman

Islands exempted company with limited liability.

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Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of Securities Act of 1933, as amended

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and

involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements,

other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy,

and the plans and objectives of management for future operations, are forward-looking statements.

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position,

business strategy, and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

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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 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”).

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

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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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;

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.

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.

(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.

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.

In addition, on January 23, 2025, 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 the Company continues to use its best efforts to complete the proposed business combination as soon as practicable,

the completion of the business combination remains subject, among other conditions, to United Hydrogen obtaining required approvals from

the China Securities Regulatory Commission (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.

As of the date of this Quarterly Report, the Company expects to close the business combination in late 2026, subject to the satisfaction

of customary closing conditions.

of Operations

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

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 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 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.

Our only activities from inception to March 31, 2026 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 the Trust Account established for the benefit of our public shareholders, 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

the three months ended March 31, 2026, we had net income of $45,440, which consisted of interest income earned on assets held in the

Trust Account of $107,424, partially offset by formation and operational costs of $61,984.

the three months ended March 31, 2025, we had net income of $184,662, which consisted of interest income earned on assets held in the

Trust Account of $598,076, partially offset by formation and operational costs of $413,414.

and Capital Resources

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

offering costs on our behalf in exchange for issuance of founder shares.

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 March 31, 2026, we had $18,516 in our operating bank account, $12,276,196 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 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

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 March 31, 2026, 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 within one year after the date that the financial statements are issued.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited financial

statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate

the continuation of our Company as a going concern.

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

There is no assurance that the Company’s plans to consummate a business combination will be successful by the Combination Deadline.

The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying

unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of

America, which contemplate the continuation of our Company as a going concern.

Sheet Financing Arrangements

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.

have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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.

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

As of March 31, 2026, 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