As filed with the U.S. Securities and Exchange Commission on September 11, 2025

Registration No. 333-284430

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 4
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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United Hydrogen Global Inc.
(Exact name of Registrant as specified in its charter)

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3rd Floor, Building 3, No. 715 Yingshun Road
Qingpu District, Shanghai
The People’s Republic of China, 201799
+86-18294434089
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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United Hydrogen Group Inc.
(Exact name of registrant as specified in its charter)

3rd Floor, Building 3, No. 715 Yingshun Road
Qingpu District, Shanghai
The People’s Republic of China, 201799
+86-18294434089
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor,
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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†          The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A — TABLE OF ADDITIONAL REGISTRANTS

The information in this preliminary proxy statement/prospectus is not complete and may be changed. United Hydrogen Global Inc. may not issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Aimei Health Public Shareholders, or 93.53% of the aggregate voting power assuming maximum contractual redemptions by the Aimei Health Public Shareholders of their Aimei Health ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Ms. Ma, Ms. Ma will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions. Immediately following the consummation of the Business Combination, the most significant holders of Pubco Ordinary Shares will be Michael&Jason Limited, Meijin (Beijing) Hydrogen Energy Technology Co., Ltd., and Runqing Holding Limited, which will own 93.15%, 1.78%, and 1.05%, respectively, of the total voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by Aimei Health Public Shareholders, and 93.53%, 1.79%, and 1.05% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming maximum contractual redemptions by the Aimei Health Public Shareholders of their Aimei Health ordinary shares.

The Aimei Health board of directors received and considered a fairness opinion and supporting analysis provided by an independent valuation consultancy, CHFT Advisory and Appraisal Ltd. (“CHFT”). CHFT performed various valuation and financial analyses, including the guideline public company analyses. See “The Business Combination Proposal — Basis for Aimei Health Board of Directors’ Recommendation — Valuation Analysis and Fairness Opinion” and “The Business Combination Proposal — Summary of the Opinion of CHFT.”

There may be actual or potential material conflicts of interest between the Sponsor or its affiliates, or Aimei Health’s officers, directors, or promoters, and the unaffiliated shareholders of Aimei Health. Additionally, there may be an actual or potential material conflict of interest arising from the manner in which Aimei Health compensates the Sponsor or the officer and its directors of Aimei Health. See “Aimei Health’s Directors and Executive Officers — Conflicts of Interest.”

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of Aimei Health scheduled to be held on [•], 2025 (the “Extraordinary General Meeting”).

Aimei Health’s Public Units (as defined below), Public Shares (as defined below), and Public Rights (as defined below) are currently listed on the Nasdaq Global Market under the symbols “AFJKU,” “AFJK,” and “AFJKR,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its Class A Ordinary Shares on the Nasdaq Capital Market (together with Nasdaq Global Market, “Nasdaq”) under the symbol “UHL.” Pubco will not have units or rights traded following consummation of the Business Combination.

Each of Aimei Health and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of shareholders of Aimei Health. Aimei Health encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 49 of this proxy statement/prospectus.

Pubco, with United Hydrogen being its wholly owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Jiaxing, Zhejiang Province, the People’s Republic of China (the “PRC”).    United Hydrogen conducts its operations through its subsidiaries, including Qingyuan Jiachuang (Zhejiang) New Energy Technology Co., Ltd. and Shanghai Yixun Chuangneng New Energy Technology Co., Ltd. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the PRC, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Pubco is a holding company incorporated in the Cayman Islands with no material operations of its own and is not a Chinese operating company. As a result, Pubco will conduct all of its operations through its operating subsidiaries in the PRC following the consummation of the Business Combination. The Pubco Class A Ordinary Shares offered in this proxy statement/prospectus are shares of the Cayman Islands holding company instead of shares of Pubco’s operating entities in the PRC. Holders of Pubco Class A Ordinary Shares do not directly own any equity interests in Pubco’s PRC subsidiaries, but will instead own shares of a Cayman Islands holding company. The Chinese regulatory authorities could disallow Pubco’s corporate structure, which would likely result in a material change in our operations and/or

a material change in the value of Pubco Class A Ordinary Shares, including that it could cause the value of Pubco Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow Pubco’s holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities Pubco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

Pubco faces various risks and uncertainties relating to doing business in the PRC. Pubco conducts its business mostly in the PRC, and it is subject to complex and evolving laws and regulations of the PRC. For example, it faces risks associated with regulatory approvals on overseas offerings, anti-monopoly regulatory actions, and oversight on cybersecurity, data security and data privacy which may impact its ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. Recently, the PRC regulatory authorities have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or involve foreign investment in China-based issuers, and initiated a series of regulatory actions and made a number of public statements, some of which are published with little or no advance notice to the public. The PRC government’s significant authority in regulating operations of Pubco’s operating entities in the PRC and the PRC government’s oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could result in a material adverse change in Pubco’s operations and the value of its securities, significantly limit or completely hinder its ability to continue to offer securities to investors, or cause the value of the securities of Pubco to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. United Hydrogen may also be subject to penalties and sanctions imposed by the PRC regulatory agencies. Please refer to the section entitled “Risk Factors — Risks Relating to Doing Business in the PRC” for a detailed discussion of such risks.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law” (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies, and proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) promulgated the Trial Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”) and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. The Trial Measures specify that the offering and listing of an issuer shall be deemed as an indirect overseas offering and listing of a PRC domestic company if, among other features, the issuer derives over 50% of any of the revenue, net income, total assets, or net assets from the PRC within the most recent completed fiscal year. On February 24, 2023, the CSRC, together with the Ministry of Finance (the “MOF”), National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” (the “Provisions”) and became effective on March 31, 2023. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. As of the date of this proxy statement/prospectus, 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, the offering and listing of Pubco will be considered a PRC domestic company’s indirect overseas offering and listing under the Trial Measures, and thus United Hydrogen is required to complete filing procedures with the CSRC in connection with the consummation of the Business Combination and listing of Pubco Ordinary Shares. United Hydrogen made the required filings under the Overseas Listing Trial Measures with the CSRC. United Hydrogen has submitted a filing with the CSRC with respect to the Business Combination on August 12, 2024.

The CSRC has been reviewing United Hydrogen’s materials since then, and has required United Hydrogen to provide supplementary materials on several occasions. As of the date of this proxy statement/prospectus, United Hydrogen has submitted all of the supplementary materials required by the CSRC, however, the CSRC has not concluded its review process. 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. If United Hydrogen fails to complete the required procedures for the Business Combination and the listing of Pubco Ordinary Shares on Nasdaq on or prior to the Outside Date as defined in the Merger Agreement, the Business Combination Agreement may be terminated in accordance with its terms, and the Business Combination may not be consummated. Aimei Health, Pubco and United Hydrogen will not consummate the Business Combination without first completing the CSRC filing and receiving the CSRC approval under the Overseas Listing Trial Measures. Consequently, if the Business Combination fails to close due to United Hydrogen’s failure to complete the required filings with the CSRC, investors may face the risk of losing both short-term returns and the anticipated long-term value associated with the combined entity. Further, since the Trial Measures are newly published and the legislation, administration and jurisdiction authorities in China have broad discretion, it may not be easy to fully comprehend the applicable CSRC filing requirements, in addition, the Opinions, the Trial Measures, the revised Provisions, and any related implementing rules thereto may evolve and subject Pubco to additional compliance requirements in the future. There is no assurance that Pubco will be able to complete the filings and fully comply with relevant applicable laws or regulations (including those that may arise from the evolving interpretation of the Opinions, the Trial Measures, or any related implementing rules thereto) on a timely basis, or at all, and Pubco’s securities may decline in value significantly or become worthless as a result. See “Summary of the Proxy Statement/Prospectus Summary — License and Approvals Required from the PRC Authorities for Business Operations and Transactions,” “Risk Factors — Risks Relating to Doing Business in the PRC — The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future,” and “Risk Factors — Risks Relating to Doing Business in the PRC — The filing with the CSRC is required in connection with the Business Combination, and United Hydrogen cannot predict whether it will be able to obtain such approval or complete such filing.”

The Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) requires the U.S. Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect its auditors for three consecutive years beginning in 2022 or two consecutive years beginning in 2023. Pubco’s auditor and United Hydrogen’s auditor are headquartered in Singapore, while Aimei Health’s auditor is headquartered in Texas, and each of them is subject to PCAOB inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of Pubco’s auditor and Pubco’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in Pubco Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist Pubco Class A Ordinary Shares and trading in Pubco Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Risk Factors — Risks Relating to Doing Business in the PRC — Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to Pubco’s listing on Nasdaq or future offerings of its securities in the U.S.”

In connection with the Reorganization, Zhejiang United Hydrogen Technology Co., Ltd. (“United Hydrogen WFOE”) paid RMB703,761 (equivalent to $98,867.83, calculated based on the USD-RMB Middle Rate of Bank of China (the “BOC Exchange Rate”) as of September 11, 2024, the date of payment of such amount) to Chuanyan Holdings Limited as consideration for the acquisition of ownership interest of Yixun Chuangneng held by Chuanyan Holdings Limited, and RMB310,815 (equivalent to $43,664.83, calculated based on the BOC Exchange Rate as of September 11, 2024, the date of payment of such amount) to Chuanyan Holdings Limited as consideration for the acquisition of ownership interest of

Zhejiang Qingyuan held by Chuanyan Holdings Limited. On December 31, 2021, Hydrogen Jiachuang (Jiaxing) New Energy Operation Co., Ltd. paid dividends in the amount of RMB830,000 (equivalent to $130,181.78, calculated based on the BOC Exchange rate as of December 31, 2021, the date of payment of such amount) to Zhejiang Qingyuan, its shareholder. On December 31, 2021, Zhejiang Qingyuan paid dividends in the aggregate amount of RMB3,000,000 (equivalent to $470,536.57, calculated based on the BOC Exchange rate as of December 31, 2021, the date of payment of such amount) to Shanghai RunQing Management Consulting Partnership Enterprise (Limited Partnership) and Shanghai Qicai Technology Partnership Enterprise (Limited Partnership), its then shareholders. On February 29, 2024, Hydrogen Jiachuang (Jiaxing) New Energy Operation Co., Ltd. declared to pay dividends in the amount of RMB1,300,000 (equivalent to $183,005.80, calculated based on the BOC Exchange Rate as of February 29, 2024, the date when the dividends were declared) to Zhejiang Qingyuan, its shareholder, which dividends are expected to be paid within the following one-year period. On February 29, 2024, Zhejiang Qingyuan declared to pay dividends in the aggregate amount of RMB7,000,000 (equivalent to $985,415.85 calculated based on the BOC Exchange Rate as of February 29, 2024, the date when the dividends were declared) to Shanghai RunQing Management Consulting Partnership Enterprise (Limited Partnership) and Shanghai Qicai Technology Partnership Enterprise (Limited Partnership), its then shareholders, which dividends are expected to be paid within the following one-year period. As of the date of this proxy statement/prospectus, none of Pubco’s subsidiaries have paid any dividends or made any distributions to Pubco and Pubco has not paid any dividends or made any distributions to its shareholders, other than those described above. As of the date of this proxy statement/prospectus, no dividends, distributions, or any other transfers of cash or other assets have occurred among United Hydrogen, its subsidiaries, or its investors, other than those described above and transactions in the ordinary course of business between and among United Hydrogen and its subsidiaries. See “Summary of the Proxy Statement/Prospectus — Selected Historical Financial Information of United Hydrogen,” and United Hydrogen’s audited consolidated financial statements for the years ended December 31, 2024 and 2023. Following the consummation of the Business Combination, Pubco intends to keep any future earnings to finance the expansion of its business, and it does not anticipate that any cash dividends will be paid in the foreseeable future. If Pubco determines to pay dividends on any of its Class A or Class B Ordinary Shares in the future, as a holding company, it will be dependent on receipt of funds from United Hydrogen, which is dependent on receipt of funds from Unicorn Hydrated Limited, a BVI company and wholly owned subsidiary of United Hydrogen, which will rely on receipt of funds from United Hydrogen Group Holding Limited, a Hong Kong company and wholly owned subsidiary of Unicorn Hydrated Limited, which will then in turn rely on payments made from Zhejiang United Hydrogen Technology Co., Ltd. and Shanghai Hydrogen Mulan New Energy Technology Co., Ltd and in turn their subsidiaries operating in the PRC. However, as the PRC government imposes control over currency conversion, it has the authority to conduct exchange transfer reviews, which may impose certain limitations on Pubco’s ability to transfer cash between Pubco, its subsidiaries, and its investors, primarily reflected in the following aspects: (i) Pubco is restricted from providing capital or loans to its PRC subsidiaries, which may adversely affect the operations of its PRC subsidiaries; (ii) following the consummation of the Business Combination, Pubco’s PRC subsidiaries may be restricted from paying dividends to Pubco; and (iii) if Pubco is unable to obtain dividends from its PRC subsidiaries, it may adversely impact its dividends distribution to investors. See “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC subsidiaries.” Further, to the extent cash or assets are held in the PRC or by a Chinese entity, they may not be readily available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on Pubco’s ability to transfer cash or assets by the PRC government. There is no assurance that the PRC government will not intervene in or impose restrictions on the ability of Pubco or its subsidiaries to transfer cash or assets. See “Risk Factors — Cash or asset held in the PRC may face restrictions on transfer outside the country due to Chinese government regulations, limiting Pubco’s ability to use these funds for operations, dividend distribution, or capital contributions without complying with Chinese laws, including foreign exchange controls, statutory reserve requirements and taxation.” United Hydrogen has established, and Pubco expects to apply the same, controls and procedures for cash flows within its organization based on internal cash management policies established by its finance department, discussed, considered, and reviewed by the relevant departments in United Hydrogen, and approved by its Chairperson of the Board of Directors. Specifically, United Hydrogen’s finance department supervises cash management, following the instructions of its management. United Hydrogen’s finance department is responsible for establishing its cash operation plan and coordinating cash management matters among its subsidiaries and departments. Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to United Hydrogen’s finance department. The finance department reviews the cash demand plan and prepares a summary for the management of United Hydrogen. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, United Hydrogen currently do not have other cash management policies or procedures that dictate how funds are transferred.

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Securities Exchange Act of 1934 (the “Exchange Act”) and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for

U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about Aimei Health.

In addition, as a “foreign private issuer,” Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements Pubco does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.

Following the completion of the Business Combination, Ms. Xia Ma will beneficially own 93.15% of the aggregate voting power of Pubco (assuming no redemptions) or 93.53% of the aggregate voting power of Pubco (assuming maximum contractual redemptions). As a result, Pubco will be a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of its board of directors consist of independent directors, (ii) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (iii) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Following the consummation of the Business Combination, Pubco intends to utilize some of these exemptions. Although Pubco will have a compensation committee and nominating committee, such committees will not be composed entirely of “independent directors.” Upon completion of the Business Combination, Pubco anticipates that the size of its board of directors will be five (5) directors, three of whom will qualify as independent directors as defined within the meaning of the corporate governance standards of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. See “Summary of the Proxy Statement/Prospectus — Controlled Company,” “Risk Factors,” and “Management of Pubco Following the Business Combination — Controlled Company Status.”

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [•], 2025, and is first being mailed to Aimei Health’s security holders on or about [•], 2025.

AIMEI HEALTH TECHNOLOGY CO., LTD
10 East 53rd Street, Suite 3001
New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [•], 2025

TO THE SHAREHOLDERS OF AIMEI HEALTH TECHNOLOGY CO., LTD:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Aimei Health Technology Co., Ltd (“Aimei Health”), a company incorporated in the Cayman Islands, will be held at 10:00 a.m. Eastern Time, on [•], 2025, at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022 and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned. You are cordially invited to attend the meeting, which will be held for the following purposes:

(i)     to consider and vote upon a proposal to approve, subject to the approval of the Merger Proposal and the Share Issuance Proposal, by ordinary resolution the Business Combination Agreement, dated as of June 19, 2024 (and as may be further amended and/or amended and restated, the “Business Combination Agreement”), by and among Aimei Health, Aimei Investment Ltd, a Cayman Islands exempted company, in its capacity as, from and after the Closing, the representative of Aimei Health and the shareholders of Aimei Health immediately prior to the Effective Time (the “Purchaser Representative”), United Hydrogen Global Inc., an exempted company with limited liability incorporated in the Cayman Islands (“Pubco”), United Hydrogen Victor Limited, an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “First Merger Sub”), United Hydrogen Worldwide Limited, an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Second Merger Sub”), and United Hydrogen Group Inc., an exempted company with limited liability incorporated in the Cayman Islands (“United Hydrogen”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (i) the First Merger Sub will merge with and into United Hydrogen (the “First Merger”), with United Hydrogen surviving the First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive shares of Pubco, and Pubco, First Merger Sub, and United Hydrogen shall cause the First Merger to be consummated by executing a plan of merger (the “First Merger Plan of Merger”); and (ii) the Second Merger Sub will merge with and into Aimei Health (the “Second Merger,” and together with the First Merger, the “Mergers”), with Aimei Health surviving the Second Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares of Pubco (the Mergers and together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”), and Pubco, Second Merger Sub, and Aimei Health shall cause the Second Merger to be consummated by executing a plan of merger (the “Second Merger Plan of Merger,” and together with the First Merger Plan of Merger, the “Plans of Merger”). Aimei Health refers to this proposal as the “Business Combination Proposal”; the Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal” and a copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

(ii)    to consider and vote upon a proposal to approve by special resolution, subject to the approval of the Business Combination Proposal and the Share Issuance Proposal, the Second Merger and Second Merger Plan of Merger and annexes thereto in compliance with the Companies Act (Revised) of the Cayman Islands and in substantially in the form and substance of Annex D to the accompanying proxy statement/prospectus and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring in connection with the Second Merger. Aimei Health refers to this proposal as the “Merger Proposal.” The Merger proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal”; for the purposes of the laws of the Cayman Islands, the full text of the special resolution is as follows: RESOLVED, as a special resolution, that, subject to the approval of the Business Combination Proposal: (i) the merger of Aimei Health Technology Co., Ltd (“Aimei Health”), with and into United Hydrogen Worldwide Limited, with Aimei Health surviving the merger as a wholly-owned subsidiary of United Hydrogen Global Inc. (the “Second Merger”), and the

plan of merger and annexures thereto substantially in the form and substance of Annex D to the proxy statement (the “Second Merger Plan of Merger”) and all other transactions contemplated by the Business Combination Agreement occurring in connection with the Second Merger, be and are hereby authorized, approved, adopted and confirmed in all respects; (ii) Aimei Health be and is hereby authorized to enter into the Second Merger Plan of Merger; and (iii) as of, and contingent upon, the Effective Time (as that term is defined in the Second Plan of Merger), the amended and restated memorandum and articles of association attached to the Second Plan of Merger be adopted in substitution for, and to the exclusion of Aimei Health’s existing amended and restated memorandum and articles of association.

(iii)   to approve by ordinary resolution, for purposes of complying with applicable Nasdaq listing rules and subject to the approval of the Business Combination Proposal and the Merger Proposal, the issuance of approximately 157,568,133 newly issued ordinary shares in the Business Combination, and which amount will be determined as described in more detail in the accompanying proxy statement/prospectus. Aimei Health refers to this proposal as the “Share Issuance Proposal.” See the section entitled “The Share Issuance Proposal”; and

(iv)   to consider and vote upon a proposal by ordinary resolution to direct the chairman of the meeting to adjourn the meeting to a later date or dates, if necessary or appropriate in the determination of Aimei Health, (i) to permit, among other things, further solicitation and vote of proxies, including if, based upon the tabulated vote at the time of the meeting, Aimei Health is not authorized to consummate the Business Combination, and (ii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the accompanying proxy statement/prospectus or (iii) if the holders of the Public Shares have elected to redeem such number of shares such that the Pubco Ordinary Shares would not be approved for listing on a U.S. stock exchange. Aimei Health refers to this proposal as the “Adjournment Proposal”; the Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which Aimei Health encourages you to read in its entirety before voting. Only holders of record of Aimei Health ordinary shares at the close of business on the Record Date are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

Pursuant to the Aimei Health’s amended and restated articles of association, a holder of Aimei Health’s public shares (a “Aimei Health Public Shareholder” or “Public Shareholder”) may request that Aimei Health redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of Units must elect to separate the Units into the underlying public shares and rights prior to exercising redemption rights with respect to the public shares. If holders hold their Aimei Health Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying public shares and rights, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), Aimei Health’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Aimei Health Public Shareholders may elect to redeem their public shares regardless of whether or not they vote on any of the Proposals and whether they vote “For” or “Against” any of the Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if an Aimei Health Public Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Aimei Health will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Aimei Health for tax purposes. For illustrative purposes, as of June 30, 2025, this would have amounted to approximately $11.14 per issued and outstanding ordinary share. If an Aimei Health Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares (but will continue to own rights). See the section entitled “Extraordinary General Meeting of Shareholders of Aimei Health — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, an Aimei Health Public Shareholder, together with any affiliate of such Aimei Health Public Shareholder or any other person with whom such Aimei Health Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act, will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if an Aimei Health Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In addition, in no event will Aimei Health redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after taking into account holders that have properly demanded redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement.

The Sponsor holds an aggregate of 1,905,000 Aimei Health ordinary shares as of the date of this proxy statement/prospectus. The Sponsor has invested an aggregate of $3,345,000 in Aimei Health in connection with the IPO of Aimei Health, comprised of (i) $25,000 for 1,725,000 Founder Shares (approximately $0.014 per share), of which 152,000 Founder Shares were transferred to the then officers and directors of Aimei Health on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Placement Units, which consist of 332,000 Private Shares and 332,000 Private Rights. Each Private Right grants the holder thereof the right to receive one-fifth (1/5) of an ordinary share of Aimei Health upon the consummation of an initial business combination. See “Summary of the Proxy Statement/Prospectus — Aimei Health Initial Shareholders — Founder Shares,” “Summary of the Proxy Statement/Prospectus — Aimei Health Initial Shareholders — Private Placement Units,” and “The Business Combination Proposal — Background of the Business Combination.” The Sponsor may realize a positive rate of return so long as the market price of Pubco Class A Ordinary Shares is at least $[1.76] per share, even if Aimei Health public shareholders experience a negative rate of return following the Business Combination. The Sponsor, its affiliates and promoters are not receiving compensation or any additional securities of Aimei Health or Pubco in connection with the Business Combination, except for the Pubco Class A Ordinary Shares expected to be received based on the share exchange provision stipulated in the Business Combination Agreement and based upon the conversion of the Private Rights. Upon the completion of the Business Combination, the Sponsor is expected to hold a total of 1,971,400 Pubco Class A Ordinary Shares (including 66,400 Pubco Class A Ordinary Shares issuable upon conversion of the Private Rights), representing approximately 1.25% of the equity interests in the combined company upon the consummation of the Business Combination.

The Initial Shareholders of Aimei Health, including the Sponsor and its directors and officers, have agreed to waive their redemption rights with respect to their Founder Shares and Private Shares, and any Public Shares they may hold in connection with the completion of our initial business combination. The Initial Shareholders received no additional consideration in exchange for the agreement to waive their redemption rights. As of the date of this proxy statement/prospectus, the Initial Shareholders collectively own an aggregate of 33.6% of the issued and outstanding ordinary shares of Aimei Health. The Sponsor and the directors and officers of Aimei Health have agreed to vote their shares in favor of the Business Combination, regardless of how Aimei Health’s Public Shareholders vote.

Aimei Health is providing the accompanying proxy statement/prospectus and accompanying proxy card to Aimei Health Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, and other related business to be considered by Aimei Health Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Aimei Health Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus.

After careful consideration, the Aimei Health board of directors has unanimously determined that (i) the Business Combination Proposal, (ii) the Merger Proposal, (iii) the Share Issuance Proposal, and (iv) the Adjournment Proposal are fair to and in the best interests of Aimei Health and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. The approval of the Second Plan of Merger is a requirement under the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”). If the Business Combination Proposal, including the Second Plan of Merger, is not approved by the shareholders of Aimei Health, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of each of the Merger Proposal and the Share Issuance Proposal. If the shareholders of Aimei Health do not approve the Merger Proposal or the Share Issuance Proposal, the Business Combination may not be consummated.

The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The approval of each of the Business Combination Proposal, the Share Issuance Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by the Aimei Health shareholders as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. The approval of the Merger requires the affirmative vote of holders of at least two-thirds of the votes cast by the Aimei Health shareholders as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. The Business Combination is not structured to require the approval of at least a majority of unaffiliated shareholders of Aimei Health.

The holders of the Founder Shares (as defined below) and Private Shares (as defined below), including Aimei Health’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 1,725,000 Founder Shares issued and outstanding, which constitute approximately 28.2% of the outstanding ordinary shares of Aimei Health. Additionally, an aggregate of 332,000 ordinary shares (the “Private Shares”) underlying the Private Placement Units (as defined below) were issued to Aimei Investment Ltd in connection with a private placement that closed simultaneously with the initial public offering of Aimei Health (the “Initial Public Offering”). The Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date. The Founder Shares and Private Shares in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date.

All Aimei Health shareholders are cordially invited to attend the meeting. To ensure your representation at the meeting, however, you are urged to complete, sign, date, and return the enclosed proxy card as soon as possible. Your proxy card must be received by Aimei Health not less than 48 hours before the scheduled time of the meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

As an Aimei Health shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf, and such proxyholder(s) need not hold shares in Aimei Health.

A complete list of Aimei Health shareholders of record entitled to vote at the Extraordinary General Meeting will be available for 10 days before the meeting at the principal executive offices of Aimei Health for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date, and return the enclosed proxy card as soon as possible in the envelope provided. Your proxy card must be received by Aimei Health not less than 48 hours before the scheduled time of the meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. Aimei Health looks forward to your continued support.

By Order of the Board of Directors

The accompanying proxy statement/prospectus is dated [•], 2025, and is first being mailed to shareholders on or about [•], 2025.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT AIMEI HEALTH CONVERT YOUR SHARES INTO CASH NO LATER THAN [] P.M. EASTERN TIME ON [•], 2025 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A CONVERSION NOTICE TO AIMEI HEALTH’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO AIMEI HEALTH’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AIMEI HEALTH — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about Aimei Health and United Hydrogen from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov or by requesting them in writing, by e-mail, or by telephone at the appropriate address below:

Aimei Health Technology Co., Ltd
10 East 53rd Street, Suite 3001
New York, NY 10022
Attn: Junheng Xie
Telephone No.: +34 678 035200

or

[Proxy Solicitor Name]
[            ]

You will not be charged for any of these documents that you request. To ensure timely delivery, investors must request this information no later than five business days before the date of the Extraordinary General Meeting, or no later than [        ], 2025.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-284430), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Class A Ordinary Shares, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of shareholders of Aimei Health at which Aimei Health shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, United Hydrogen relies on and refers to industry data, information, and statistics regarding the markets in which it competes from publicly available information, industry, and general publications and research and studies conducted by third parties, including the industry report of Frost & Sullivan commissioned by United Hydrogen. This information appears under the section of this proxy statement/prospectus entitled “Industry Overview of United Hydrogen.” United Hydrogen has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. However, United Hydrogen acknowledges its responsibility for all disclosures in this proxy statement/prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

Pubco, United Hydrogen, and Aimei Health and their respective subsidiaries own or have rights to trademarks, trade names, and service marks that they use in connection with the operation of their businesses. In addition, their names, logos, and website names and addresses are their trademarks or service marks. Other trademarks, trade names, and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names, and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names, and service marks.

DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “United Hydrogen” refers to United Hydrogen Group Inc., a Cayman Islands exempted company, the term “Aimei Health” refers to Aimei Health Technology Co., Ltd, a Cayman Islands exempted company, and the term “Pubco” refers to United Hydrogen Global Inc., a Cayman Islands exempted company.

In this document:

•        “$” and “U.S. dollar” means the United States dollar;

•        “Adjournment Proposal” means a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates, if Aimei Health deems it necessary or appropriate, including, if necessary, to (i) permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal, and (ii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the accompanying proxy statement/prospectus or (iii) if the holders of the Public Shares have elected to redeem such number of shares such that the Pubco Ordinary Shares would not be approved for listing on a U.S. stock exchange;

•        “Aggregate Merger Consideration Amount” means $1,500,000,000;

•        “Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Pubco to be adopted prior to consummation of the Business Combination;

•        “Broker non-vote” means the failure of an Aimei Health shareholder, who holds his, her, or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee;

•        “Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions;

•        “Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands;

•        “Change of Control” means subsequent to the Closing, the occurrence of a transaction or a series of related transactions pursuant to which Pubco completes a liquidation, merger, share exchange, reorganization, or other similar transaction that results in all of its shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities, or other property;

•        “Code” means the Internal Revenue Code of 1986, as amended;

•        “Completion Date” means the date on which the Reorganization shall be completed, which shall be no later than July 31, 2024 or anther date as agreed upon by United Hydrogen and Aimei Health;

•        “Deferred Underwriting Commission” means the deferred fees owed to the underwriters in connection with Aimei Health’s IPO which is in the amount of $690,000 and payable upon consummation of the Business Combination;

•        “Employment Agreements” means the employment agreements between Pubco or a subsidiary of Pubco, as applicable, on one hand, and the key personnel of Target Companies, as mutually agreed by United Hydrogen and Aimei Health, on the other hand, which shall contain customary confidentiality, non-compete, and assignment of inventions provisions and other customary restrictive covenant provisions;

•        “Expenses” means all reasonable and documented out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a party to the Business Combination Agreement) incurred by a party to the Business Combination Agreement or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement or any ancillary document related thereto and all other matters directly related to the consummation of the Business Combination Agreement;

•        “Extension” means one or more extensions made by Aimei Health to extend the deadline by which Aimei Health is required to complete its initial Business Combination in accordance with Aimei Health’s charter documents and IPO prospectus;

•        “First Merger Effective Time” means the time when the plan of merger to effectuate the First Merger, in such form as is required by, and executed in accordance with, the Cayman Companies Act, is registered by the Registrar of Companies in the Cayman Islands in accordance with the Cayman Companies Act;

•        “Founder Shares” means 1,725,000 outstanding ordinary shares of Aimei Health issued to Aimei Investment Ltd prior to the Initial Public Offering of Aimei Health;

•        “Frost & Sullivan” means Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.

•        “Initial Public Offering” or “IPO” means the initial public offering of Units of Aimei Health, which was consummated on December 6, 2023;

•        “Initial Shareholders” means the Sponsor, Aimei Investment Ltd, an exempted company incorporated with limited liability in the Cayman Islands, of which Mr. Huang Han is the sole shareholder and director, and Juan Fernandez Pascual, Julianne Huh, Robin H. Karlsen, Lin Bao, Heung Ming Wong, and any other officers or directors of Aimei Health that hold Founder Shares;

•        “Interim Period” means the period from the execution date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement in accordance with the terms thereof or the closing of the Business Combination;

•        “Meeting” or “Extraordinary General Meeting” means the extraordinary general meeting of shareholders of Aimei Health, to be held on [•], 2025 at 10:00 a.m. Eastern Time at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned;

•        “Merger Proposal” means a proposal to approve the Second Merger and the Second Merger Plan of Merger;

•        “OEM” or “Original Equipment Manufacturer” means an entity that manufactures equipment that are subsequently marketed and sold by another entity under its own name.

•        “Ordinary Shares” or “Pubco Ordinary Shares” means, collectively, the Pubco Class A Ordinary Shares and the Pubco Class B Ordinary Shares, each with par value $0.0001 per share;

•        “PIPE Investment” means private equity investments in Aimei Health or Pubco to purchase shares of Aimei Health or Pubco, as the case may be, backstop or other alternative financing arrangements, in each case entered into and consummated by Aimei Health or Pubco, as the case may be, and certain potential investors during the Interim Period;

•        “PIPE Investors” means the investors in the PIPE Investment;

•        “PIPE Subscription Agreements” means the fully executed subscription agreements entered into by Pubco and/or Aimei Health with the applicable investors in the PIPE Investment;

•        “Private Placement Units” means the 332,000 units issued to the Sponsor in a private placement simultaneously with the closing of the Initial Public Offering;

•        “Proxy statement/prospectus” means the proxy statement/prospectus included in this registration statement on Form F-4 (Registration No. 333-284430) filed by Pubco with the SEC;

•        “PRC” or “China” refers to the People’s Republic of China;

•        “Pubco” means United Hydrogen Global Inc., a Cayman Islands exempted company;

•        “Pubco Class A Ordinary Shares” means the class A Ordinary Shares, par value $0.0001 per share, of Pubco, entitling the holder thereof to one vote per share, as provided for and fully described in the Amended and Restated Memorandum and Articles of Association;

•        “Pubco Class B Ordinary Shares” means the class B Ordinary Shares, par value $0.0001 per share, of Pubco, entitling the holder thereof to ten (10) votes per share, as provided for and fully described in the Amended and Restated Memorandum and Articles of Association;

•        “Public Right” means the right included in each Public Unit entitling the holder to receive one-fifth of one ordinary share of Aimei Health;

•        “Public Shareholders” means the holders of Public Shares of Aimei Health;

•        “Public Shares” means ordinary shares of Aimei Health issued as part of the Units sold in the Initial Public Offering;

•        “Public Unit” means units issued in the Initial Public Offering, each consisting of one Public ordinary share and one Public Right;

•        “Redemption” means the right of the holders of Aimei Health ordinary shares to have their shares redeemed in accordance with the provisions of Aimei Health’s amended and restated articles of association and the procedures set forth in this proxy statement/prospectus;

•        “Reorganization” means the reorganization as contemplated under the Reorganization Documents;

•        “Reorganization Documents” means those certain agreements, together with all agreements, deeds, instruments or other documents as may be necessary or appropriate, entered into by and among United Hydrogen, Zhejiang Qingyuan, Yixun Chuangneng and other relevant parties, to implement and effect the Reorganization in accordance with the reorganization plan provided to Aimei Health;

•        “RMB” refers to the legal currency of China;

•        “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended;

•        “Sellers” means the holders of United Hydrogen’s capital shares;

•        “Senior Management” and “Senior Managers” refer to those persons named as officers of United Hydrogen and, following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following the Business Combination”;

•        “Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of up to approximately 157,568,133 newly issued ordinary shares in the Business Combination;

•        “special resolution” means, in respect of Pubco or Aimei Health (as the case may be), a resolution passed by the shareholders of Pubco or Aimei Health (as the case may be), by the affirmative vote of at least two-thirds of the votes cast by the shareholders of Pubco or Aimei Health (as the case may be) as, being entitled to do so, vote in person or by proxy at a validly called and quorate general meeting of Pubco or Aimei Health (as the case may be);

•        “specially designated ordinary shares of United Hydrogen” or “United Hydrogen Specially Designated Ordinary Shares” means 181,617,775 ordinary shares of United Hydrogen, $0.0001 par value per share, held by Michael&Jason Limited;

•        “Sponsor” means Aimei Investment Ltd;

•        “Sponsor Loan” means the outstanding amount due under loans made by the Sponsor or any of its affiliates to Aimei Health, as set forth in that certain purchaser financing certificate to be provided by Aimei Health to United Hydrogen in accordance with the Business Combination Agreement;

•        “Target Companies” means United Hydrogen, Zhejiang Qingyuan and Yixun Chuangneng, and their respective direct and indirect subsidiaries (excluding Pubco, First Merger Sub and Second Merger Sub), as set forth in the Business Combination Agreement;

•        “Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the sale of the Private Placement Units;

•        “United Hydrogen Dissenting Shares” means the ordinary shares of United Hydrogen that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by the shareholders of United Hydrogen who have not voted in favor of the First Merger and who have given a notice of election to dissent pursuant to section 238 of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights;

•        “U.S.” means the United States of America;

•        “U.S. GAAP” means generally accepted accounting principles in the United States of America;

•        “Yixun Chuangneng” means Shanghai Yixun Chuangneng New Energy Technology Co., Ltd., a company organized under the applicable Laws of the People’s Republic of China; and

•        “Zhejiang Qingyuan” means Qingyuan Jiachuang (Zhejiang) New Energy Technology Co., Ltd., a company organized under the applicable Laws of the People’s Republic of China.

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A and incorporated by reference herein. Aimei Health’s shareholders, rights holders, and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

Aimei Health is a blank check company incorporated as a Cayman Islands exempted company on April 27, 2023, for the purpose of effecting a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar business combination with one or more businesses. On December 6, 2023, Aimei Health consummated its IPO. Prior to the consummation of the IPO, neither Aimei Health, nor anyone acting on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with Aimei Health. Since the completion of the IPO, Aimei Health considered numerous potential target businesses with the objective of consummating its initial business combination. Aimei Health reviewed and evaluated the potential targets based on its investment criteria and guidelines.

During this search process, Aimei Health reviewed three potential business combination opportunities. These potential targets were in the medical or healthcare industries. Aimei Health ultimately determined not to proceed with any of them. On March 12, 2024, Chain Stone Capital Limited, the financial advisor for United Hydrogen, introduced United Hydrogen to Aimei Health. Seeking a potential business combination, United Hydrogen expressed interest in exploring a transaction with Aimei Health.

Although Aimei Health believes the business combination with United Hydrogen is attractive and in the best interests of Aimei Health’s shareholders, Aimei Health Board did consider the risks that may lead to certain potential negative impacts including general economic conditions, decrease of attention of hydrogen energy in different countries, unreachable revenue or profit expectations, potential safety accident, market acceptance by end users, development of alternative green energy sources, changing customer demands, dependence on key person, United Hydrogen’s capability to obtain continues financing and United Hydrogen’s compliance with governmental and other regulations.

United Hydrogen’s decision to engage in a de-SPAC transaction was driven by several strategic considerations. From the outset, United Hydrogen aimed to secure additional funding and increase its international exposure, especially in key markets like the United States. To achieve this, listing on a major exchange like Nasdaq became a primary objective. United Hydrogen’s management, along with its financial advisor, conducted a thorough analysis of various potential listing pathways, which included a comprehensive review of traditional IPOs as compared to de-SPAC mergers, with a focus on factors such as feasibility, cost, valuation and comparable companies.

Several critical analyses were performed to inform the decision-making process. A listing path analysis identified the pros and cons of each option, while a feasibility study ensured the viability of a Nasdaq listing given United Hydrogen’s financial and operational readiness. The cost budget was carefully examined, especially given the fluctuating costs associated with IPOs and market conditions. Additionally, a valuation analysis and comparisons with similar companies provided insights into how United Hydrogen could be valued in the public market and the expectations of potential investors.

After multiple discussions and evaluations, United Hydrogen’s management concluded that the current capital market environment, the cost implications, and the company’s need for a swift and efficient listing made a de-SPAC merger the optimal route. Unlike a traditional IPO, which can be time-consuming and expensive, the de-SPAC route is expected to offer a more streamlined and cost-effective process with greater certainty around valuation and timing.

Through the introduction of its financial advisor, United Hydrogen began discussions with Aimei Health, a potential SPAC partner. These discussions explored the business synergies between the two companies, ultimately leading to a mutual understanding. After careful consideration, Aimei Health emerged as the most suitable partner to facilitate United Hydrogen’s public listing through the de-SPAC transaction. On April 18, 2024, Aimei Health and United Hydrogen entered into a non-disclosure agreement, allowing Aimei Health to receive and evaluate detailed information about United Hydrogen. From April 23, 2024 to April 26, 2024, several emails and conference calls occurred between the management teams of Aimei Health and United Hydrogen. They discussed commercial and capital-raising plans,

the prospects of a business combination, and the terms of a letter of intent (the “LOI”). On April 26, 2024, Aimei Health submitted a draft LOI to United Hydrogen for review. Thereafter, a series of emails and conference calls took place, leading to the execution of the LOI on April 29, 2024. The LOI provided an exclusivity period commencing from its execution and ending 30 days thereafter, during which neither party shall enter into any discussions, negotiations, or agreements, or make any filing with governmental authority, that would reasonably be expected to prohibit or materially impair the transaction proposed under the LOI. The LOI outlines several material terms regarding the proposed business combination, including:

(i)     The structure of the deal will be finalized based on the parties’ due diligence findings and other considerations.

(ii)    The total value of the business combination is based on a pre-money equity valuation of $1.5 billion, with consideration to be paid in shares of common stock of the surviving company, each valued at $10 per share.

(iii)   Major shareholders of United Hydrogen will be subject to a six-month lock-up period for their shares following the closing.

(iv)   The surviving company will have a dual-class structure, with Class A shares having one (1) vote per share and Class B shares having ten (10) votes per share. Class B shares will be held by the key management of United Hydrogen.

(v)    The initial board of the surviving company will have five (5) directors, all appointed by United Hydrogen prior to the closing, three of whom must be independent.

Following the LOI execution, Aimei Health conducted additional due diligence and reviewed United Hydrogen’s materials. A series of internal and joint conference calls were held to clarify business model, strategy, technology, and intellectual property issues. On May 23, 2024, Aimei Health’s legal counsel provided a draft Business Combination Agreement to United Hydrogen for review. Since then, a series of discussions between Aimei Health and United Hydrogen regarding the terms of the Business Combination Agreement took place and ongoing revisions to the Business Combination Agreement were made by Aimei Health, United Hydrogen, and their respective counsels. On June 19, 2024, the Business Combination Agreement was signed by all parties thereto, with the signing publicly announced on June 20, 2024.

The parties to the Business Combination Agreement are Aimei Health, the Purchaser Representative, Pubco, the First Merger Sub, the Second Merger Sub, and United Hydrogen. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (i) the First Merger Sub will merge with and into United Hydrogen, with United Hydrogen surviving the First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive shares of Pubco; and (ii) the Second Merger Sub will merge with and into Aimei Health, with Aimei Health surviving the Second Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares of Pubco.

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of United Hydrogen is $1,500,000,000 and will be paid entirely in shares, comprised of newly issued Ordinary Shares of Pubco, with each share valued at the Per Share Price.

As a result of the Mergers, among other things, (i) each of the ordinary shares of United Hydrogen (except for the United Hydrogen Specially Designated Ordinary Shares and the United Hydrogen Dissenting Shares) that are issued and outstanding immediately prior to the First Merger Effective Time, will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio pursuant to the terms and conditions of the Business Combination Agreement; (ii) each United Hydrogen Specially Designated Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (iii) each convertible note of United Hydrogen that is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into such number of ordinary shares of United Hydrogen pursuant to the terms thereof, which resulting shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange

Ratio; (iv) at the Effective Time, each issued and outstanding Aimei Health Unit shall be automatically detached and the holder thereof shall be deemed to hold one Aimei Health ordinary share and one right to receive one-fifth (1/5) of an Aimei Health ordinary share (“Aimei Health Right”), (v) at the Effective Time, each Aimei Health ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share, and (vi) at the Effective Time, each issued and outstanding Aimei Health Rights shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share.

The newly issued Pubco Class A Ordinary Shares will have the same economic terms as the newly issued Pubco Class B Ordinary Shares, but each Pubco Class B Ordinary Share will be entitled to ten (10) votes per share compared with one vote per share for Pubco Class A Ordinary Shares with all Pubco Ordinary Shares voting together as a single class on most matters. See “Description of Pubco Securities.” Michael&Jason Limited will beneficially own all of the issued Pubco Class B Ordinary Shares immediately following the consummation of the Business Combination. The newly issued Pubco Class A Ordinary Shares to be received by Aimei Health’s Public Shareholders and affiliates in connection with Transactions will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Holders of Pubco Class A Ordinary Shares will not have any conversion, pre-emptive, or other subscription rights and there will be no sinking fund or redemption provisions applicable to Pubco Class A Ordinary Shares.

For the purposes of the Business Combination Agreement, the following terms have the meanings set forth below:

“Exchange Ratio” means the quotient determined by dividing (i) the aggregate number of United Hydrogen Merger Shares as of the First Merger Effective Time by (ii) United Hydrogen Fully Diluted Shares.

“United Hydrogen Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) the Per Share Price.

“United Hydrogen Fully Diluted Shares” means the sum of (i) the aggregate number of ordinary shares of United Hydrogen that are issued and outstanding as of immediately prior to the Effective Time, and (ii) the maximum number of ordinary shares of United Hydrogen issuable upon full exercise, exchange, or conversion of all the preferred shares of United Hydrogen, outstanding as of the Effective Time.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge, and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change, or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

In the Business Combination Agreement, United Hydrogen made certain customary representations and warranties to Aimei Health, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) capitalization; (4) subsidiaries and investments; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top vendors; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) books and records; (28) takeover statues and charter provisions; (29) powers of attorney; (30) information supplied; (31) board approval; (32) independent investigation; and (33) exclusivity of representations and warranties.

In the Business Combination Agreement, Aimei Health made certain customary representations and warranties to United Hydrogen and Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the SEC filings, Aimei Health financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; (23) termination of prior merger agreements; (24) PIPE investment; and (25) exclusivity of representations and warranties.

In the Business Combination Agreement, Pubco, the First Merger Sub, and the Second Merger Sub made customary representations and warranties to Aimei Health, including among others, related to the following: (1) organization, incorporation, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which they are parties; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub, and the Second Merger Sub; (7) actions; (8) finders and brokers; (9) Investment Company Act; (10) intended tax treatment; (11) information supplied; (12) independent investigation; and (13) exclusivity of representations and warranties.

None of the representations and warranties of the parties shall survive the Closing.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books, and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision of audited and interim financial statements of Target Companies; (4) Aimei Health’s public filings; (5) “no shop” obligations (which will commence from the date of the Business Combination Agreement); (6) no insider trading; (7) notifications of certain breaches, consent requirements, or other matters; (8) efforts to consummate the Closing and obtain necessary or advisable regulatory approvals; (9) further assurance and support; (10) public announcements; (11) confidentiality; (12) indemnification of directors and officers and provision of tail insurance; (13) use of trust proceeds after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) intended tax treatment of the Mergers; (16) anti-takeover matters; (17) retention of proxy solicitation agent; (18) delisting Aimei Health’s Public Units, Public Shares, and Public Rights; (19) employment agreements for certain individuals; and (20) completion of the Reorganization.

The parties also agreed to take all necessary actions to cause the Pubco board of directors (“Pubco Board”) immediately after the Closing to consist of five (5) directors comprised of: Xia Ma, Jia Zhao, Junxia Ren, Xinrong Zhang and Yi Chen.

Aimei Health and Pubco also agreed to jointly prepare, and Pubco agreed to file with the SEC, a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of securities of Pubco to the holders of the ordinary shares and rights of Aimei Health and United Hydrogen, and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Aimei Health for the matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Aimei Health and providing such shareholders an opportunity to participate in the redemption of their public shares of Aimei Health upon the Closing (the “Redemption”).

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Aimei Health’s shareholders; (ii) the approval of the Transactions by the requisite vote of United Hydrogen’s shareholders; (iii) obtaining material regulatory approvals; (iv) the expiration or termination of any waiting period applicable to the consummation of the Transactions under

any antitrust laws; (v) no law or order preventing or prohibiting the Transactions; (vi) Aimei Health having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE Investment that has been funded at or prior to Closing; (vii) the adoption by the shareholder of Pubco of Pubco’s amended memorandum and articles of association; (viii) the effectiveness of the Registration Statement; (ix) appointment of the post-closing directors of Pubco; (x) satisfaction of Nasdaq listing requirements for Pubco’s ordinary shares; (xi) United Hydrogen and Aimei Health each receiving evidence reasonably satisfactory to them that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing; and (xii) to the extent applicable, the Target Companies’ receipt of all necessary approvals from the CSRC.

In addition, unless waived by United Hydrogen, the obligations of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Aimei Health being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) Aimei Health having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any Material Adverse Effect with respect to Aimei Health since the date of the Business Combination Agreement which is continuing and uncured; (iv) the paid-off of all Expenses incurred by Aimei Health and unpaid fees in connection with IPO (other than the Deferred Underwriting Commission) and all Sponsor Loan on or prior to the Closing; (v) receipt by United Hydrogen and Pubco of an amended and restated founder registration rights agreement (the “Founder Amended and Restated Registration Rights Agreement”); (vi) receipt by each of the Sellers of a registration rights agreement covering the merger consideration shares received by the Sellers, duly executed by Pubco (the “Seller Registration Rights Agreement”); and (vii) Aimei Health having delivered copies of the written resignations of all its directors and officers prior to the Second Merger, effective as of the Effective Time.

Unless waived by Aimei Health, the obligations of Aimei Health to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) each Employment Agreement and each Seller Lock-Up Agreement being in full force and effect from the Closing; (v) as of or prior to the Closing, the board of directors and shareholders of Pubco having adopted and approved an equity incentive plan which will provide that the total pool of awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Business Combination and shall include a customary evergreen provision; (vi) receipt by Aimei Health of the Founder Amended and Restated Registration Rights Agreement, duly executed by Pubco; (vii) completion of the Reorganization pursuant to the Reorganization Documents by the Completion Date; and (viii) United Hydrogen’s timely payments for any Extension pursuant to the terms of the Business Combination Agreement.

Termination

Per the First Amendment to the Business Combination Agreement on June 6, 2025, the Business Combination Agreement may be terminated at any time prior to the Closing by either Aimei Health or United Hydrogen if the Closing does not occur by September 30, 2025 or such other date as may be extended pursuant to the Business Combination Agreement.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of Aimei Health and United Hydrogen; (ii) by either Aimei Health or United Hydrogen if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining, or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by United Hydrogen for Aimei Health’s uncured material breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by Aimei Health for the uncured material breach of the Business Combination Agreement by

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q:     Why am I receiving this proxy statement/prospectus?

A:     Aimei Health and United Hydrogen have agreed to engage in a business combination pursuant to the terms of the Business Combination Agreement as described in this proxy statement/prospectus. Aimei Health’s shareholders are being asked to vote to approve the Business Combination Agreement and the transactions contemplated thereby. The Business Combination Agreement provides for, among other things, (a) that the First Merger Sub will merge with and into United Hydrogen (the “First Merger”), with United Hydrogen surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive shares of Pubco; and (b) that the Second Merger Sub will merge with and into Aimei Health (the “Second Merger,” and together with the First Merger, the “Mergers”), with Aimei Health surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares of the Pubco, (c) the adoption of Pubco’s Amended and Restated Memorandum and Articles of Association, and (d) appointment of the members of the Pubco board of directors after the closing of the Mergers. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q:     When and where is the Meeting?

A:     The Meeting will be held on [•], 2025, at 10:00 a.m., Eastern Time at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the Meeting may be adjourned.

Q:     Can I attend the Meeting in person?

A:     Yes. The Meeting will be held on [•], 2025, at 10:00 a.m., Eastern Time at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the Meeting may be adjourned.

Q:     What is being voted on at the Meeting?

A:     The shareholders of Aimei Health are being asked to vote to approve the Business Combination Proposal, which includes, among other things, the approval of the Business Combination Agreement and transactions contemplated thereby, including the Mergers. See the section entitled “The Business Combination Proposal.” The Business Combination Proposal is conditioned on the approval of each of the Merger Proposal and the Share Issuance Proposal described below. If Aimei Health’s shareholders do not approve any of the Merger Proposal or the Share Issuance Proposal, the Business Combination may not be consummated.

In accordance with the Cayman Companies Act, Aimei Health’ shareholders are also being asked to separately vote to approve the Merger Proposal, which specifically seeks the approval of its shareholders to approve the Second Merger and Second Merger Plan of Merger. See the section entitled “The Merger Proposal.” The Merger Proposal is conditioned on the approval of the Business Combination Proposal and the Share Issuance Proposal described below. Therefore, if Aimei Health’s shareholders do not approve any of the Merger Proposal or Share Issuance Proposal, the Business Combination may not be consummated.

In addition to the foregoing proposals, the shareholders are also asked to consider and vote upon a proposal to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of up to approximately 157,568,133 newly issued ordinary shares by Pubco in the Business Combination. See the section entitled “The Share Issuance Proposal.” The Share Issuance Proposal is conditioned on the approval of each of the Business Combination Proposal and the Merger Proposal. Therefore, if the Business Combination Proposal or the Merger Proposal is not approved, then the Share Issuance Proposal will not be presented to shareholders at the Meeting. The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal and the Merger Proposal.

The Adjournment Proposal to approve the adjournment of the Meeting (i) for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event Aimei Health does not receive the requisite shareholder vote to approve the Business Combination (ii) for the purpose of allowing reasonable

additional time for filing or mailing of any legally required supplement or amendment to the accompanying proxy statement/prospectus, or (iii) if the holders of the Public Shares have elected to redeem such number of shares such that the Pubco Ordinary Shares would not be approved for listing on a U.S. stock exchange. The Adjournment Proposal is not conditioned on the approval of any other Proposal. If the board of directors of Aimei Health so determines, the shareholders may also be asked to consider and vote upon a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates to, among other things, permit further solicitation and vote of proxies if based upon the tabulated vote at the time of the Meeting, Aimei Health would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”

Aimei Health will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     Why is Aimei Health proposing the Business Combination?

A:     Aimei Health was incorporated to effect a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar business combination with one or more businesses or entities.

Aimei Health completed its IPO on December 6, 2023, with each Public Unit consisting of one ordinary share and one Public Right, each entitling the holder thereof to receive one-fifth (1/5) of one ordinary share of Aimei Health upon Aimei Health’s completion of its initial business combination. The sale of the Public Units, which raised total gross proceeds of $69,000,000, as well as a private placement of Private Placement Units on December 6, 2023, which raised total gross proceeds of $3,320,000, totaling $72,320,000 in gross proceeds. Since the IPO, Aimei Health’s activity has been limited to the evaluation of business combination candidates.

Aimei Health management analyzed investment opportunities in various sectors and geographic regions in an effort to locate the best potential business combination opportunity for its shareholders.

United Hydrogen is a hydrogen solution provider committed to providing customers with decarbonization solutions tailored to their energy decarbonization goals. Driven by the mission of “Living in Harmony with Nature,” United Hydrogen operates its business in China through its subsidiaries, including without limitation, Zhejiang Qingyuan and Yixun Chuangneng. Currently, United Hydrogen, through its subsidiaries, has been in the business of providing (i) hydrogen energy solutions, specializing in the evaluation, design, and construction (through third-party construction contractors) of hydrogen production plants and hydrogen refueling stations, and post-delivery operation and management of these facilities, and (ii) hydrogen commercial applications, focusing on selling fuel cell systems for hydrogen trucks and forklifts, and designing, selling and leasing fuel cell forklifts.

Aimei Health believes that a business combination with United Hydrogen will provide Aimei Health shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal — Reasons for Aimei Health Board of Directors’ Approval of the Business Combination.”

Q:     Why is Aimei Health providing shareholders with the opportunity to vote on the Business Combination?

A:     Under its amended and restated memorandum and articles of association, Aimei Health must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Aimei Health’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Aimei Health has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Aimei Health is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q:     Are the proposals conditioned on one another?

A:     Each of the Business Combination Proposal, the Merger Proposal, and the Share Issuance Proposal are conditioned upon each other. If the shareholders of Aimei Health do not approve any of the Business Combination Proposal, the Merger Proposal, or the Share Issuance Proposal, the Business Combination may not be consummated. Unless the Business Combination Proposal and the Merger Proposal are approved, the Share Issuance Proposal will not be presented to the shareholders of Aimei Health at the Meeting. In addition, the Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If Aimei Health does not consummate the Business Combination and fails to complete an initial business combination by December 6, 2025 (or such later date as may be approved by Aimei Health’s shareholders in an amendment to the Aimei Health amended and restated articles of association), then Aimei Health will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Shareholders.

Q:     What will happen in the Business Combination?

A:     At the Closing, (a) the First Merger Sub will merge with and into United Hydrogen, with United Hydrogen surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into Aimei Health, with Aimei Health surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”). In particular, (i) each Aimei Health ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share, and (ii) each issued and outstanding Aimei Health rights shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share. The cash held in the Trust Account and the proceeds from any financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Pubco’s organizational structure chart upon consummation of the Business Combination, please see “Summary of the Proxy Statement/Prospectus — Organizational Structures.”

Q:     What are the U.S. federal income tax consequences of the Business Combination to me?

A:     It is intended that the Second Merger qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368(a) of the Code. Assuming such qualification, a U.S. holder that receives Class A Ordinary Shares in exchange for ordinary shares of Aimei Health in the Second Merger generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Class A Ordinary Shares received in the Second Merger by a U.S. holder should be equal to the adjusted tax basis of the ordinary shares of Aimei Health exchanged therefor. The holding period of the Class A Ordinary Shares should include the holding period during which the ordinary shares of Aimei Health exchanged therefor were held by such U.S. holder.

Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368(a) of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination to U.S. Holders of Aimei Health Securities — Application of the Passive Foreign Investment Company Rules to the Business Combination.”

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination to U.S. Holders of Aimei Health Securities.”

Q:     What conditions must be satisfied or waived to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination, including, but not limited to, the following: (i) the representations and warranties of each of Aimei Health and United Hydrogen being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement);

(ii) each of Aimei Health and United Hydrogen having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any effect, development, circumstance, fact, change or event since the date of the Business Combination Agreement that, individually or in the aggregate, has had, or would reasonably be expected to prevent or materially delay or materially impair the ability of Aimei Health and/or United Hydrogen to consummate the Transactions or otherwise have a material adverse effect on the Transactions; (iv) receipt by United Hydrogen and the Pubco of the Founder Amended and Restated Registration Rights Agreement; (v) receipt by Aimei Health of the Seller Lock-Up Agreement entered into by and among the Pubco, United Hydrogen, Aimei Health, and certain United Hydrogen shareholders being in full force and effect as of the Closing; (vi) receipt by Sellers from Pubco of a registration rights agreement covering the merger consideration shares received by certain Sellers duly executed by the Pubco; (vii) completion of the Reorganization pursuant to the Reorganization Documents by the Completion Date; and (viii) United Hydrogen’s timely payments for any Extension pursuant to the terms of the Business Combination Agreement.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement.”

Q:    Did the Aimei Health board of directors obtain a fairness opinion in determining whether to proceed with the Business Combination?

A:    Yes. The Aimei Health board of directors received the fairness opinion from CHFT Advisory and Appraisal Ltd. (“CHFT”), as to the fairness, from a financial point of view, to United Hydrogen, of the consideration to be paid by Aimei Health (in the form of Pubco Ordinary Shares) pursuant to the Business Combination Agreement. For additional information, please see the section titled “The Business Combination Proposal — Summary of Financial Analysis of CHFT.” and the opinion of CHFT attached hereto as Annex F.

Q:     What equity stake will current Public Shareholders, the Sponsor, the Initial Shareholders and the Sellers and their affiliates hold in Pubco immediately after the completion of the Business Combination?

A:     Upon the completion of the Business Combination, assuming, among other things, that except for 2,904,267 Public Shares of Aimei Health were redeemed in February 2025, no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination (assuming automatic conversion of rights into ordinary shares), the Public Shareholders, the Sponsor and the other Initial Shareholders, and the Sellers will own approximately 2.53%, 1.30%, and 95.20% of the outstanding shares of Pubco, respectively, such percentages have been calculated assuming that the Sellers receive approximately 150,000,000 Ordinary Shares of Pubco.

If any of the Public Shareholders exercise their redemption rights, the percentage of the Pubco’s outstanding Ordinary Shares held by the Public Shareholders will decrease and the percentages of Pubco’s outstanding Ordinary Shares held by the by the Sellers and their affiliates will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

The following table illustrates varying beneficial ownership levels in Pubco, based on the assumption of (i) no redemptions, (ii) redemption of 50% of the Public Shares, and (iii) maximum contractual redemptions that may occur and would allow Aimei Health to have standalone and consolidated net tangible assets of at least $5,000,001, by Public Shareholders. If the actual facts are different from the foregoing assumptions, the share amounts and percentage ownership numbers set forth below will be different.

Potential Pubco Ordinary Shares outstanding and percentage ownership interest in total outstanding Pubco Ordinary Shares upon consummation of the Business Combination (including (x) the issuance of Pubco Class A Ordinary Shares with respect to the conversion of the rights held by Aimei Health shareholders, and (y) Pubco Ordinary Shares issuable to shareholders of United Hydrogen):

____________

(1)      On February 6, 2025, 2,904,267 Public Shares of Aimei Health were redeemed. As of the date of this proxy statement/prospectus, there were 3,995,733 Public Shares of Aimei Health remaining.

(2)      Assumes that in addition to 2,904,267 Public Shares of Aimei Health were redeemed in February 2025, an additional 3,724,216 Public Shares of Aimei Health are redeemed from the proceeds available in the Trust Account. The maximum contractual redemptions scenario represents the maximum contractual redemptions that may occur, which would still allow Aimei Health to have standalone and consolidated net tangible assets of at least $5,000,001.

Q:     What are the effective underwriting fees under the various redemption scenarios?

A:     Spartan Capital Securities, LLC (“Spartan”), the representative of the underwriters in the IPO, is entitled to deferred underwriting commissions upon the closing of the Business Combination of 1% of the gross proceeds of the IPO, or $690,000, which amount is not subject to change, regardless of the number of Public Shares redeemed. The following table illustrates the effective deferred underwriting commissions on a percentage basis for outstanding Public Shares allocable to the Public Shareholders at each assumed redemption scenario:

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     The approval of each of the Business Combination Proposal, the Share Issuance Proposal, and the Adjournment Proposal (the “Ordinary Resolution Proposals”) requires the affirmative vote of a majority of the votes cast by the Aimei Health shareholders as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. Assuming a quorum exists, a shareholder’s failure to vote by proxy or in person at the Meeting will have no effect on the affirmative vote required to adopt the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the affirmative vote required to adopt any of the proposals. As of [•], 2025, the record date for the Meeting (the “Record Date”), there were 1,725,000 Founder Shares and 332,000 Private Shares issued and outstanding, which constitute approximately 33.6% of the outstanding ordinary shares of Aimei Health. As of the Record Date, the affirmative vote of [•] of the ordinary shares owned by the Public Shareholders is required to approve the Ordinary Resolution Proposals, assuming that the number of ordinary shares present in person or by proxy at the Meeting equals the quorum requirement of [•] ordinary shares, and all such [•] ordinary shares are voted on each Ordinary Resolution Proposal at the Meeting.

The approval of the Merger Proposal will require a special resolution, being a resolution passed at the Meeting by the affirmative vote of at least two-thirds (2/3) of the votes cast by holders of the ordinary shares of Aimei Health as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the affirmative vote required to adopt the Merger Proposal. The holders of the Founder Shares and Private Shares have agreed to vote their shares in favor of the Merger Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 1,725,000 Founder Shares and 332,000 Private Shares issued and outstanding, which constitute approximately 33.6% of the outstanding ordinary shares of Aimei Health. As of the Record Date, the affirmative vote of [•] ordinary shares owned by the Public Shareholders or approximately [•]% of the ordinary shares owned by the Public Shareholders, are required to approve the Merger Proposal, assuming that the number of ordinary shares present in person or by proxy at the Meeting equals the quorum requirement of [•] ordinary shares, and all such [•] ordinary shares are voted on the Merger Proposal at the Meeting.

Q:     What constitutes a quorum at the Meeting?

A:     For a quorum to exist, no less than a majority in voting power of Aimei Health’s issued and outstanding ordinary shares entitled to attend and vote at the Meeting are required to be present in person or by proxy. In the absence of a quorum within 15 minutes of the time appointed for the Meeting, the Meeting will stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. As of the Record Date, [•] ordinary shares of Aimei Health would be required to achieve a quorum. Considering the Initial Shareholders hold an aggregate of 2,057,000 ordinary shares, which constitute approximately 33.6% of the outstanding ordinary shares of Aimei Health, Public Shareholders holding at least [•] ordinary shares, or approximately [•]% of the outstanding ordinary shares of Aimei Health, will be required to be present at the Meeting in order to constitute a quorum.

Q:     How do the insiders of Aimei Health intend to vote on the proposals?

A:     Aimei Health’s holders of Founder Shares and Private Shares beneficially own and are entitled to vote an aggregate of approximately 33.6% of the outstanding ordinary shares of Aimei Health. The holders of Founder Shares and Private Shares have agreed to vote their securities in favor of the Business Combination Proposal, and have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.

Q:     Do I have Redemption rights?

A:     Pursuant to Aimei Health’s amended and restated memorandum and articles of association, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with Aimei Health’s amended and restated memorandum and articles of association. As of [•], 2025, the Record Date, based on funds in the Trust Account of approximately $[•] million, this would have amounted to approximately $[•] per share. If a holder exercises its Redemption rights, then such holder will be exchanging its ordinary shares of Aimei Health for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its shares (either physically or electronically) to Aimei Health’s transfer agent prior to the Meeting.

Q:     Will how I vote affect my ability to exercise Redemption rights?

A:     No. You may exercise your Redemption rights whether or not you are a holder of Aimei Health ordinary shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your ordinary shares of Aimei Health on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq Global Market.

Q:     How do I exercise my Redemption rights?

A:     If you are a holder of Public Shares and wish to exercise your Redemption rights, you must demand that Aimei Health convert your shares into cash no later than [    ] p.m. Eastern Time on [•], 2025 (two (2) business days prior to the vote on the Business Combination Proposal) by (i) submitting your request in writing to Continental at the address listed at the end of this section and (ii) delivering your share certificate to Aimei Health’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his, her, or its shares be redeemed for a full pro rata portion of the amount then in the Trust Account. As of the Record Date, based on funds in the Trust Account of approximately $[•] million, this would have amounted to approximately $[•] per share. Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your Redemption rights.

Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your shares for Redemption to Aimei Health’s transfer agent and later decide prior to the Meeting not to elect redemption, you may request that Aimei Health’s transfer agent return the shares (physically or electronically). You may make such request by contacting Aimei Health’s transfer agent at the phone number or address listed herein.

Any corrected or changed proxy card or written demand of Redemption rights must be received by Aimei Health prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Aimei Health’s transfer agent at least two (2) business days prior to the vote at the Meeting.

If a holder of Public Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, Aimei Health will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption rights, then you will be exchanging your ordinary shares of Aimei Health for cash and will not be entitled to Pubco Class A Ordinary Shares with respect to your ordinary shares of Aimei Health upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their Redemption rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account. In such case, Aimei Health will promptly return any shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Aimei Health. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised Redemption rights in connection therewith due to potential claims of creditors against the Trust Account.

If you are a holder of Public Shares and you exercise your Redemption rights, it will not result in the loss of any Aimei Health rights that you may hold. Your Public Rights will automatically be converted into one-fifth (1/5) of an ordinary share of Aimei Health upon the consummation of the Business Combination. If holders redeem their Public Shares at Closing but continue to hold Public Rights after the Closing, the aggregate value of the Public Rights that may be retained by them, based on the closing trading price Public Right as of the Record Date, would be $[•] million regardless of the amount of redemptions by the Public Shareholders.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Holders of Aimei Health ordinary shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis in their investment in the tendered shares,

or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “Material U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination to U.S. Holders of Aimei Health Securities.”

Q:     If I am a Unit holder, can I exercise Redemption rights with respect to my Units?

A:     Holders of outstanding Public Units must separate the underlying ordinary share and Public Rights prior to exercising Redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Aimei Health’s transfer agent, with written instructions to separate such Units into Public Shares and Public Rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my Redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your Public Units, you must instruct such nominee to separate your Public Units. Your nominee must send written instructions by facsimile to Continental, Aimei Health’s transfer agent. Such written instructions must include the number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Public Units and a deposit of an equal number of Public Shares and Public Rights. As detailed in the following sentence, this must be completed far enough in advance to permit your nominee to exercise your Redemption rights upon the separation of the Public Shares from the Public Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     Under the Cayman Companies Act, a member of a constituent company incorporated under the Cayman Companies Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation. However, no dissenter rights will be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under the Cayman Companies Act, but this shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to the relevant sections of the Cayman Companies Act to accept for such shares anything except (i) shares of a surviving or consolidated company, or depository receipts in respect thereof, (ii) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders, (iii) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (i) and (ii), or (iv) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (i), (ii) and (iii).

Aimei Health Public Shareholders may have appraisal rights in connection with the Second Merger, on the basis that Aimei Health Public Shareholders will, pursuant to the Second Merger Plan of Merger and upon the Second Merger, have the right to receive Pubco Class A Ordinary Shares in exchange for the securities held in Aimei Health, and such Pubco Class A Ordinary Shares will be listed on an exchange that falls within the definition of (ii) above.

Q:     What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A:     Of the net proceeds of Aimei Health’s IPO and simultaneous private placements, a total of $69,690,000 was placed in the Trust Account immediately following the IPO. As of the Record Date, the amount held in the Trust Account was approximately $[•] million. After the consummation of the Business Combination, the funds in the Trust Account will be used by Aimei Health to pay holders of the Public Shares who exercise Redemption

rights, to pay the Deferred Underwriting Commission of $690,000, any unpaid Extension Fees payable by United Hydrogen pursuant to the Business Combination Agreement, any unpaid fees and expenses incurred in connection with the Business Combination by United Hydrogen, and to make the premium payment for the D&O tail insurance and the premium payment for the directors and officers of Pubco for one year after the Closing. Any remaining funds will be paid to United Hydrogen (or as otherwise designated in writing by United Hydrogen to Aimei Health prior to the Closing) and used for working capital and general corporate purposes of Pubco and its subsidiaries.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption rights?

A:     Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Aimei Health’s Public Shareholders may vote in favor of the Business Combination and exercise their Redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemption by Public Shareholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, Aimei Health does not have at least $5,000,001 in net tangible assets after giving effect to payment of amounts that Aimei Health will be required to pay to redeeming shareholders upon consummation of the Business Combination and the proceeds from any private placement investment.

With fewer public shares and public shareholders, the trading market for Pubco Class A Ordinary Shares may be less liquid than the market for Aimei Health’s ordinary shares was prior to the closing of the Business Combination, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into United Hydrogen’s business will be reduced.

Q:     What happens to the ownership and voting control of the combined company after the Business Combination and what is the effect on the voting power of Public Shareholders under the combined company’s new dual-class structure?

A:     The dual-class structure of Pubco Ordinary Shares has the effect of concentrating voting control in Ms. Xia Ma, Pubco’s Chairperson, Director, Chief Executive Officer and ultimate controlling shareholder, because following the consummation of the Business Combination, she will beneficially own 93.15% of the aggregate voting power of Pubco (assuming no redemptions) or 93.53% of the aggregate voting power of Pubco (assuming maximum contractual redemptions). This presents certain risks since her interests may not be aligned with the interests of Pubco’s other shareholders in all circumstances.

Pubco has a dual-class voting structure, consisting of Pubco Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Pubco Class A Ordinary Shares are entitled to one vote per share, and holders of Pubco Class B Ordinary Shares are entitled to ten (10) votes per share. This unbalanced and disparate allocation of voting power, will cause Ms. Ma, as the sole beneficial owner of Pubco Class B Ordinary Shares, to have a disparately higher concentration of voting power, representing approximately 93.15% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Aimei Health Public Shareholders, or 93.53% of the aggregate voting power assuming maximum contractual redemptions by the Aimei Health Public Shareholders, of their Aimei Health ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Ms. Ma, she will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions.

Ms. Ma, in her capacity as the ultimate controlling shareholder of Pubco, may take actions that are not in the best interests of Pubco or its other shareholders. These corporate actions may be taken even if they are opposed by Pubco’s other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that shareholders may consider favorable, including ones in which shareholders might otherwise receive a premium for their shares. Future issuances of Pubco Class B Ordinary Shares may also be dilutive to the holders of Pubco Class A Ordinary Shares. As a result, the market price of Pubco Class A Ordinary Shares could be adversely affected.

Q:     What happens if the Business Combination is not consummated?

A:     Under its amended and restated memorandum and articles of association, Aimei Health has a period of 12 months from the completion of its IPO to complete its initial business combination. In addition, the amended and restated memorandum and articles of association provide that the Sponsor and Aimei Health’s board of directors may extend the date by which Aimei Health must complete its initial business combination by a total of 12 months. Specifically, Aimei Health may, by resolution of its 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, subject to the Sponsor depositing additional funds into the Trust Account with a monthly extension fee of $227,700 (or $0.033 per Public Share). Accordingly, if Aimei Health does not complete the Business Combination with United Hydrogen or another business combination by December 6, 2025 (if extended to the maximum 24 months following closing of the IPO or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association), Aimei Health must: (i) redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account, which was approximately $[•] million as of the Record Date, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. In such event, Aimei Health’s Rights will expire worthless, and the 1,725,000 Founder Shares and 332,000 shares underlying the Private Placement Units would also be worthless. For more information about the liquidation process, see “Other Information Related to Aimei Health — Summary Information Related to Our Securities, Redemption Rights, and Liquidation.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for [•], 2025; however, the Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Q:     What do I need to do now?

A:     Aimei Health urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder of Aimei Health. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of ordinary shares of Aimei Health on the Record Date, you may vote in person at the Extraordinary General Meeting or by submitting your proxy by completing, signing, dating, and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Your proxy card must be received by Aimei Health not less than 48 hours before the scheduled time of the meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted.

You Can Vote by Internet.    Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxyvote.com and entering the voter control number included on your proxy card. You may vote by Internet until the polls are closed on the date of the Meeting.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

In addition, you may attend the meeting and vote your shares using the voter control number included on your proxy card.

Q:   If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     As disclosed in this proxy statement/prospectus, your broker, bank, or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may (i) enter a new vote by Internet, or (ii) send a later dated, signed proxy card to Aimei Health at the address set forth below so that it is received by Aimei Health not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. Shareholders also may revoke their proxy by sending a notice of revocation to Aimei Health at 10 East 53rd Street, Suite 3001, New York, NY 10022, which notice must be received by Aimei Health’s Chief Executive Officer prior to the vote at the Meeting.

Q:     What happens if I fail to take any action with respect to the Meeting?

A:     If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder holder of Aimei Health.

Q:     What should I do with my share certificates?

A:     After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Aimei Health security holders regarding the exchange of their Aimei Health securities for Pubco securities. Aimei Health shareholders who exercise their Redemption rights must deliver their share certificates to Aimei Health’s transfer agent (either physically or electronically) at least two (2) business days prior to the Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Aimei Health shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Aimei Health shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Aimei Health Technology Co., Ltd

10 East 53rd Street, Suite 3001

New York, New York 10022

Attn: Junheng Xie

+34 678 035200

or

[Proxy Solicitor Name]

[    ]

You may also obtain additional information about Aimei Health from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your share certificate (either physically or electronically) to Aimei Health’s transfer agent at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your share certificate, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

RISK FACTORS

The following risk factors will apply to the business and operations of Pubco following the Closing. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition, and operating results of United Hydrogen’s and Pubco’s business, prospects, financial condition, and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this proxy statement/prospectus, including matters addressed in the section entitled “Forward-Looking Statements,” before deciding how to vote your Aimei Health ordinary shares. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. Pubco and Aimei Health may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair Pubco’s business, prospects, financial condition, or operating results. The following discussion should be read in conjunction with the consolidated financial statements of United Hydrogen and the financial statement of Aimei Health and notes thereto included elsewhere in this proxy statement/prospectus.

Risks Relating to United Hydrogen’s Business and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “United Hydrogen,” “we,” “us,” or “our” refer to United Hydrogen and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Pubco and its subsidiaries following the consummation of the Business Combination.

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.

We currently operate in two primary business sectors in key regions of China, hydrogen energy solutions and hydrogen commercial applications. Our hydrogen energy solutions focus on the evaluation, design, and construction (through third-party construction contractors) of hydrogen production plants and hydrogen refueling stations, and the provision of post-delivery operation and management services. Our hydrogen commercial applications focus on the sale of fuel cell systems for hydrogen trucks and forklifts and the design, sale and leasing of fuel cell forklifts. Our ultimate goal is to expand our business in the hydrogen industry to encompass hydrogen production, storage, transportation, refueling, equipment supply, and commercial applications. By covering the entire hydrogen value chain, we aim to ensure seamless and cost-effective integration and delivery of hydrogen solutions, which is expected to enhance our market presence and provide us with significant competitive strength. Specifically, we plan to participate in the construction of more hydrogen production plants, enter into more areas of the hydrogen supply chain, establish a giga plant (the “Giga Plant”) in Jiaxing, Zhejiang Province, China, and develop a new generation of hydrogen fuel cell forklifts. Additionally, we plan to upgrade the digital platforms used in our operation and management services. We are also committed to explore green hydrogen technology by launching demonstration projects and offering hydrogen derivative products, such as green methanol and ammonia, in regions with viable photovoltaic, wind power, and hydropower resources.

However, our ability to successfully manage our growth and execute our business initiatives and strategies is not guaranteed. The timing and cost to complete the construction of these plants or facilities are subject to a number of factors beyond our control, which may result in delays and higher expenses than anticipated or may fail to generate the expected level of return on investment or none at all. We may also encounter unexpected challenges, technically or otherwise, in developing new generation of fuel cell forklifts or green hydrogen technology. We might decide against continuing to pursue certain growth initiatives or may be forced to reduce our efforts in response to changes in market conditions, regulatory environments or for other reasons. Our failure to successfully execute our growth initiatives and strategies would materially and adversely affect our business, operations and growth prospects.

To achieve our goals, we must allocate more resources to marketing, business development, and customer or supplier relationship management. We also need to invest heavily in technology research and development, and continue to hire, train and effectively manage new employees. To manage the expected growth of our business and operational scale, we will need to continue improving our transaction processing, technological, operational and financial systems, policies, procedures and controls. This will increase the complexity of our operations and may strain our managerial, operational and financial resources. We cannot assure you that we will be able to effectively manage our growth or successfully implement our strategies. If we fail to manage our growth effectively, or at all, our business and prospects may be materially and adversely affected.

Changes of policies and regulatory frameworks by the Chinese government supporting the hydrogen energy industry may have a significant impact on our industry and business operations.

Our business operations and growth and the viability and competitiveness of our hydrogen ecosystem strategy will depend, in part, upon favorable laws, regulations, and policies related to hydrogen industry.

We operate in China. In order to boost hydrogen energy capacity, the central government of China is formulating various policies and initiatives. We believe the impact of these steps will influence the market over the medium-term and could impact our financial condition and results of operations. For example, the Chinese government introduced the Hydrogen Energy Industry Development Plan (2021-2035) and Development Plan for the New Energy Vehicle Industry (2021-2035), aiming to enhance the development of hydrogen production, storage, and utilization technologies. On July 19, 2023, the Standardization Administration of China, the National Development and Reform Commission (NDRC), the Ministry of Industry and Information Technology, the Ministry of Ecology and Environment, the Ministry of Emergency Management, and the National Energy Administration issued the “Guidelines for the Construction of the Hydrogen Energy Industry Standard System (2023 Edition).” The National Energy Administration (NEA) issued guidelines in 2024 to promote the use of hydrogen in industrial and transportation sectors. These guidelines provide a framework for the deployment of hydrogen production plants and hydrogen refueling stations and the integration of hydrogen fuel cell vehicles. Moreover, the local governments have implemented safety and regulatory standards for hydrogen production, storage, and transportation to ensure the safe development of the hydrogen industry. The standards include stringent requirements for the construction and operation of hydrogen production plants and hydrogen refueling stations.

These policies and standards are expected to provide a stable regulatory environment and promote technological advancements, thus encouraging investment in hydrogen infrastructure and equipment in China. However, the regulatory framework and government policies related to hydrogen energy industry in China are relatively new and continuously evolving, these government policies may be subject to restrictions and uncertainties beyond our control, and the Chinese government may continually adjust and change these policies. Reductions or cancellations of incentives or other economic benefits related to favorable industry policies announced by the government, due to policy changes, fiscal tightening, or other reasons, or any government guidelines that reduce the demand for hydrogen fuel cell vehicles, may weaken the overall competitiveness of the hydrogen energy industry. In such a case, our business, financial condition, and operating results could be materially and adversely affected.

If demand for our hydrogen services and products does not develop as we expect, our revenue will suffer, and our business will be harmed.

The demand for our services and products depends on the overall market demand for hydrogen energy in China, especially the hydrogen fuel cell vehicle market. The hydrogen fuel cell vehicle industry in China is still in the early stages of development, characterized by continuously changing technology, immature infrastructure, evolving government regulations and industry standards, and fluctuating market demand. The viability and demand for our services and products may be affected by many factors outside of our control, including, but not limited to:

•        cost competitiveness, reliability and performance of hydrogen production plants and hydrogen refueling stations and supply chains compared to conventional and non-hydrogen renewable energy sources and products;

•        competing new technologies at more competitive prices than those we offer for our products;

•        availability and amount of government subsidies and incentives to support the deployment of hydrogen energy solutions;

•        the extent to which the electric power industry and broader energy industries are deregulated to permit broader adoption of hydrogen electricity generation;

•        prices of traditional carbon-based energy sources;

•        levels of investment by end-users of hydrogen energy products, which tend to decrease when economic growth slows;

•        the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products; and

•        regional, national or global macroeconomic trends, which could affect the demand for new energy resources.

Powered by an alternative greenhouse energy, the electric vehicles (“EV”) industry is growing significantly and rapidly in China. The EV industry has gained a lot of popularity in China. The EV industry is a significant competitor to the hydrogen fuel cell vehicle industry for reasons including: the Chinese government has been a strong proponent of EVs, providing subsidies and policy support; China has built a vast network of public and private charging stations, making EVs more convenient for consumers; the mass production capabilities and economies of scale achieved by major Chinese automakers have driven down costs, making EVs more affordable and accessible to the average consumer; and advancements in battery technology have significantly improved the range, efficiency, and cost of EVs. The competitiveness of EVs may reduce market demand for hydrogen products and services.

If our expectations regarding the market size, our ability to effectively sell services and products, competitive pricing pressures, or revenue generation levels do not materialize as anticipated, our business could be adversely affected.

The rapidly evolving and competitive nature of the hydrogen industry makes it difficult to evaluate our future prospects.

The hydrogen energy industry is in a stage of rapid development, with emerging technologies continuously appearing in all aspects of the industrial chain, including production, storage, transportation, refueling, and usage. Existing technologies are also constantly iterating and upgrading. To provide customers with more efficient, advanced, and cost-effective solutions, we need to deeply understand the customer application environments and provide dynamic and flexible solutions to meet their changing needs and to quickly learn, verify, adopt, and implement new technologies. This involves rapidly responding to customer usage environments to help them use the most suitable technological solutions. Through a rapid response mechanism, we aim to work with our suppliers to deliver new product and service combinations to customers in the shortest time, with controllable costs and excellent quality, thereby helping customers achieve their zero-carbon business goals. We will continue to invest in technology research and development, collaborate with more technology partners, train employees to familiarize themselves with and test various new technologies, and continually work with our suppliers to innovate in products and services using new technologies. In particular, we are planning to develop a new generation of hydrogen fuel cell forklifts, upgraded digital platforms used in our operation and management services, and green hydrogen technology.

However, we cannot guarantee that the research and development efforts of ours or our suppliers’ will be completed within the expected timeframe or that they will lead to commercially successful new products. If we experience delays in production development and technology integration, fail to meet changing market demands, fail to keep up with the latest technological developments, or fail to successfully launch competitive new products to the market, and if our competitors respond more swiftly than we do, our business, financial condition, and operating results may be materially and adversely affected.

Any significant product defects, failures, or negative publicity related to the hydrogen fuel cell vehicle industry could damage our reputation and adversely affect our business, financial condition, and operating results.

Currently, the hydrogen fuel cell vehicle industry in China is still in the early stages of commercialization, and the emerging technologies used in hydrogen fuel cell systems and vehicles may be immature. Design flaws, defects in raw materials or components, or manufacturing difficulties may result in errors, defects, or poor performance, which could affect the quality and performance of our products. Newly developed or newly launched next-generation products or upgraded technologies may have potential technical errors or safety issues. Any actual or anticipated errors, defects, or poor performance of our products could lead to product replacement, repairs or rejections, transportation delays, revenue losses, increased customer service and support costs, and damage to our reputation, all of which could materially and adversely affect our business.

Furthermore, product liability claims, injuries, defects, or other issues faced by other companies in the hydrogen fuel cell vehicle industry, as well as any negative publicity or events related to hydrogen fuel cell systems, hydrogen transportation vehicles, hydrogen production plants, and hydrogen refueling stations, could negatively impact the market reputation of the entire industry. This could adversely affect market demand and our ability to attract new customers, thereby harming our business growth and financial performance.

Our negative net operating cash flows in the past may expose us to certain liquidity risks and could constrain our operational flexibility.

We had negative net operating cash flows in the years 2024 and 2023. Our cash flows were affected by a general mismatch of cash inflow and outlay at the operational level, resulting from our longer accounts receivable turnover days compared to our accounts payable turnover days, as our customers’ payment processes are generally longer than our payment process. Additionally, the decrease in contract liabilities negatively impacted cash flow by reducing the upfront cash we received before services were rendered.

We cannot assure you that we will not experience net current liabilities or negative net operating cash flows in the future. Our future liquidity, ability to make necessary capital expenditures, the payment of accounts payable and other payables, as and when they become due, will primarily depend on our ability to maintain adequate cash inflows from our operating activities and adequate equity financing. Our ability to generate adequate cash inflows from operating activities may be affected by our future operating performance, prevailing economic conditions, our financial, business and other factors, many of which are beyond our control. Also, we may not be able to seek for external financing in the near future on a timely basis or on acceptable terms, or at all. The occurrence of any of the foregoing may cause us not to have sufficient cash flow to fund our operating costs and constrain our operational flexibility and, in that event, our business, financial condition and results of operations could be adversely affected.

We are subject to customer concentration risk. Our growth and revenue could be materially and adversely affected if we lose any significant customer, or if any significant customer fails to cooperate with us at anticipated levels.

For the year ended December 31, 2024, we had (i) four significant customers, Ningbo Jingling Gongmao Co., Ltd. (宁波京翎工贸有限公司), Feichi Auto Technology Co., Ltd. (佛山市飞驰汽车科技有限公司), Jiaxing China East United Hydrogen Technology Co., Ltd. (嘉兴华东联和氢能科技有限公司) and Shanxi Meijin Huasheng Chemical New Material Co., Ltd. (山西美锦华盛化工新材料有限公司), which accounted for 20.0%, 19.3%, 12.7% and 11.9%, respectively, of our total accounts receivable balance, and (ii) three significant customers, Ningbo Jingling Gongmao Co., Ltd. (宁波京翎工贸有限公司), Feichi Auto Technology Co., Ltd. (佛山市飞驰汽车科技有限公司), and Shanxi Meijin Huasheng Chemical New Material Co., Ltd. (山西美锦华盛化工新材料有限公司), which accounted for 14.6%, 14.2%, and 11.1% of our total revenues, respectively.

For the year ended December 31, 2023, we had (i) four significant customers, Ordos Yuechi New Energy Vehicle Co., Ltd. (鄂尔多斯市悦驰新能源汽车有限公司), Jiaocheng Wanghui Energy Co., Ltd. (交城旺辉能源有限公司), Jiangsu Linyang Yiwei Energy Storage Technology Co., Ltd. (江苏林洋亿纬储能科技有限公司) and Lüliang Huitong Energy Co., Ltd. (吕梁市汇通能源有限公司), which accounted for 24.5%, 19.2%, 17.2% and 16.7%, respectively, of our total accounts receivable balance, and (ii) five significant customers, Shanxi Meijin Luhe Gas Co., Ltd. (山西美锦陆合气体有限公司), Ordos Yuechi New Energy Vehicle Co., Ltd. (鄂尔多斯市悦驰新能源汽车有限公司), Jiangsu Linyang Yiwei Energy Storage Technology Co., Ltd. (江苏林洋亿纬储能科技有限公司), Jiaocheng Wanghui Energy Co., Ltd. (交城旺辉能源有限公司), and Lüliang Huitong Energy Co., Ltd. (吕梁市汇通能源有限公司), which accounted for 19.1%, 15.2%, 14.3%, 11.5%, and 10.0% of our total revenues, respectively.

There are a number of factors, other than our performance, that could cause loss of, or decrease in the volume of business from, a significant customer, including without limitation:

•        Changes in economy: economic downturns or recessions can impact a customer’s ability to maintain business with us.

•        Shifts in market demand: fluctuations in market trends or customer needs can drive our existing customers to seek alternative solutions.

•        Competitive offers: competitors providing better pricing, superior products or more attractive terms may lure our existing customers away.

•        Customer complaints and after-sale support: our inability to resolve customer complaints or provide adequate after-sale service support can result in customer dissatisfaction and loss of business.

We cannot assure you that we will continue to maintain the business cooperation with these significant customers at the same level, or at all. The loss of business from any of these significant customers, or any downward adjustment of the products/services price paid to us, could materially and adversely affect our revenue and profit. Furthermore, if any significant customer terminates its relationship with us, we cannot assure you that we will be able to secure an alternative arrangement with comparable customers in a timely manner, or at all.

We face additional challenges in retaining long-term relationship with as well as seeking legal remedies against significant customers who are government agencies, or state-owned enterprises, or large conglomerates.

Many of our significant customers are government agencies, state-owned enterprises, or large conglomerates. The timelines, procedures and considerations for these customers to make a decision are beyond our control, which makes it more difficult and unmanageable to retain long-term relationship with such customers.

In addition, in the event of any legal disputes with government agencies or state-owned enterprises, we may face challenges in bringing legal actions and seeking remedies against such customers. Under Chinese law, it is possible to sue government agencies, including for breach of contract. The Civil Code of the People’s Republic of China and the Civil Procedure Law of the People’s Republic of China provide the legal framework for such cases. However, there may be specific procedural requirements, such as first seeking administrative reconsideration before going to court, and there may also be political challenges when suing a government agency. It may also be difficult for us to conduct investigations or collect evidence from government agencies or state-owned enterprises. Even if a court rules in favor of us, enforcing the ruling against government agencies or state-owned enterprises may also be complex. These practical obstacles in enforcing our contractual rights and seeking remedies against government agencies or state-owned enterprises may render us insufficient legal protections, which can materially and adversely affect our business.

Our failure to secure new customers or maintain existing customers may adversely affect our business operations and financial results.

Our current customer base is highly concentrated among a few significant customers, making our ability to win new customers key for our business growth. Project proposals and deal negotiations in connection with securing a new customer are complex. They could involve a lengthy bidding and selection process. Additionally, various factors such as market conditions, financing arrangements, and required governmental approvals frequently influence these negotiations.

Our engagements often involve complex projects with heightened standards for performance, such as the evaluation, design, and construction of hydrogen production plants or hydrogen refueling stations. The success of these projects relied heavily on our ability to manage customer relationships, effectively oversee the project and deploy appropriate resources, including third-party suppliers, in a timely manner. If a project is not completed on schedule or fails to meet required performance standards, we may not be able to retain the customers.

Our business will continue to be dependent on third-party suppliers. The failure of a supplier to deliver us the expected products and services in a timely manner or at all, or our inability to obtain substitute sources of supply on a timely basis or on terms acceptable to us, could impair our ability to deliver products and services to our customers, which would in turn materially and adversely affect our business.

Operating under a “light asset” business model, we rely on third-party suppliers to deliver our products and services to customers. For example, our hydrogen energy solutions rely on equipment manufacturers and construction contractors to build and operate hydrogen plants and hydrogen fuel stations, our hydrogen commercial applications rely on developers and manufacturers of fuel cell systems and forklifts, and we also rely on IT suppliers to provide the digital management platforms. See “Business of United Hydrogen — Business Model — Hydrogen Energy Solutions,” and “Business of United Hydrogen — Business Model — Hydrogen Commercial Applications”.

We believe such “light asset” business model enhances our agility and refocuses resources on core capabilities. However, it may also create risks if any of our key suppliers fail to deliver us in a timely manner or at all the products and services that meet our quality, quantity, safety and cost requirements, or technical specifications. The complexity of our projects, such as constructing hydrogen plants and fuel stations, which demands a high standard of profession, skill, safety management and quality control, highlights such risks. Additionally, if we are unable to pass on the increased costs to our customers in a timely manner or at all, any significant increase in the prices charged by our suppliers will increase our costs and may adversely affect our operating performance. We cannot guarantee that we will not face shortages or significant price increases for our supplies in the future. If a supplier fails to deliver the products or services to us for any reason or terminates the business relationship with us, we cannot guarantee that we will be able to identify and obtain substitute sources of supply on a timely basis or on terms acceptable to us. If any of these occurs, our business and operating performance will be materially and adversely affected.

We are subject to supplier concentration risk. Our operation could be materially and adversely affected if we lose any significant supplier, or if we fail to cooperate with any significant supplier at anticipated levels.

For the year ended December 31, 2024, we had (i) two significant suppliers, Foshan Feichi Auto Technology Co., Ltd., and Shanghai Jieqing Technology Co., Ltd., which accounted for 22.8% and 22.2% of our total accounts payable balance, respectively, and (ii) two significant suppliers, Foshan Feichi Auto Technology Co., Ltd., and Hainan Yingjie Energy Co., Ltd, which accounted for 19.1% and 12.1% of our total purchase, respectively.

For the year ended December 31, 2023, we had (i) three significant suppliers, Hydrosys (Beijing) Technology Co., Ltd, Guohong Hydrogen Technology (Jiaxing) Holding Co., Ltd. and Beijing Soaring Electrical Technology Co., Ltd, which accounted for 18.3%, 12.3% and 10.5% of our total accounts payable balance, respectively, and (ii) two significant suppliers, Shanghai Hydrogen Propulsion Technology Co., Ltd and Hydrosys (Beijing) Technology Co., Ltd, which accounted for 68.5% and 11.1% of our total purchase, respectively.

The agreements with our significant suppliers typically last one to three years and our significant suppliers are not exclusively providing products or services to us.

We cannot assure you that we will continue to maintain the business cooperation with these significant suppliers at the same level, or at all. If any significant supplier terminates its relationship with us, we cannot assure you that we will be able to obtain alternative products or services from comparable suppliers in a timely manner or on acceptable terms. Our provision of products and services to our customers may therefore be compromised, which could materially and adversely affect our revenue and profit.

Our reliance on third-party suppliers exposes us to several significant risks:

•        Quality control issues:    third-party suppliers may fail to meet our quality standards, which can negatively impact our hydrogen projects and damages our reputation. Inconsistent or subpar quality can lead to project delays, increased costs, and the potential for customer dissatisfaction.

•        Supply chain interruption:    any termination or interruption in the supply of necessary equipment and products can delay our projects and increase costs. This includes disruptions due to supplier bankruptcy, labor strikes, natural disasters, geopolitical issues, or logistical challenges, all of which can halt production and affect our timelines.

•        Increased costs:    fluctuations in supplier pricing, the imposition of new tariffs, or increased transportation costs can raise our operational expenses, which can, in turn, reduce our profit margins and make our pricing less competitive.

•        Difficulty in securing alternatives:    if our current suppliers fail to meet our needs, finding new, reliable alternatives can be challenging and time-consuming. The process of qualifying new suppliers, negotiating terms and integrating them into our supply chain can disrupt our operations and lead to additional costs.

•        Dependence on supplier performance:    our projects’ success often depends on the timely and efficient performance of our suppliers. Delays or failures on their part can have a cascading effect on our project schedules and budgets, potentially leading to contractual penalties and loss of customer trust.

These risks could adversely affect our ability to deliver projects on time and within budget, potentially harming our business, results of operations and financial condition.

If we fail to maintain an effective quality and safety control system, it could have a significant adverse impact on our business, reputation, financial condition, and operating performance.

For hydrogen energy products and services, such as our hydrogen energy solutions to construct (through third-party construction contractors) and operate hydrogen production plants and hydrogen refueling stations, quality and safety are particularly important. Quality determines the benefits customers receive from using our solutions, impacting customer satisfaction, subsequent order renewals, and the expansion of new business. Safety is paramount, as the protection of property and personal safety in the customer’s application environment is the most crucial aspect of our operations. The effectiveness of the quality and safety control system depends on multiple factors, including system design, the machinery used, employee quality, related training programs, and our ability to ensure employees comply with quality control policies and guidelines. We must adhere to specific guidelines established by international product safety laws and regulations applicable to restricted and hazardous materials in the jurisdictions where our products are sold to customers.

We provide regular training or education on safe work practices, emergency response procedures, and the proper use of personal protective equipment. We have developed safety protocols to follow industry standards and regulatory requirements for the operation and maintenance of hydrogen infrastructure and fuel cell forklifts, including the following major aspects:

•        Training on the operation of fuel cell forklifts

•        Periodic inspection, calibration, and maintenance of key equipment used in hydrogen facilities and key components used in fuel cell forklifts to ensure their safety and performance

•        Daily monitoring of the operation of the hydrogen facilities and fuel cell forklifts

•        Regular safety inspection by suppliers of key equipment and components

•        Incident responses plan in anticipation of equipment fault, vehicle accident, hydrogen leakage, fire or explosion hazards, and other applicable emergencies

However, we cannot guarantee that our quality and safety control system will continue to be effective and comply with relevant laws, regulations, and standards. Any significant failure or decline in the effectiveness of our quality and safety control system could result in the loss of recognition and necessary certifications or qualifications, which could have a significant adverse impact on our business, reputation, financial condition, and operating performance.

The nature of our products and services may expose our business to product safety issues, product liability, or other claims.

Our business involves the construction (through third-party construction contractors) and operations of hydrogen production plants and hydrogen refueling stations, the sale of fuel cell systems, and the sale and maintenance of hydrogen fuel cell forklifts, which exposes us to the inherent potential product safety, product liability, and similar claims associated with electrical products and products using hydrogen or hydrogen-enriched reformed fuels. Certain material safety risks include:

•        Hydrogen has a broad flammability range in air, making it more likely to ignite compared to many other gases.

•        Hydrogen is often stored under high pressure, high-pressure systems can pose risks of mechanical failure or rupture, potentially leading to catastrophic accidents.

•        In liquid form, hydrogen is stored at cryogenic temperatures, which can cause severe freeze burns if the liquid comes into contact with the skin.

•        Hydrogen can cause embrittlement in certain metals, particularly those used in pipelines, storage tanks, and other infrastructure, which weakens the material, increasing the risk of cracks and leaks.

•        Hydrogen is odorless, colorless, and invisible in its natural state, making it difficult to detect without specialized sensors, which further increases the risks listed above.

•        Other general product safety risks in operating the fuel cell forklifts.

•        The location selection of hydrogen facilities does not use scientific analysis to determine the safety distance, which may lead to noise and vibration during the construction and operation of hydrogen facilities, which may have an impact on the physical and mental health of surrounding communities.

•        Hydrogen business operation may increase nearby traffic pressure, leading to traffic congestion and an increased risk of traffic accidents.

•        The irrational layout of the hydrogen production system may lead to safety risks in ineffective event control, personnel evacuation or emergency response in case of emergencies.

•        The failure of the detection and alarm system, emergency stop system, emergency cut-off device and their interlocking of the hydrogen production system may lead to physical explosions or fires, chemical explosions and other risks in the hydrogen production system.

•        The production equipment, special equipment and safety accessories, as well as instruments and meters, may not work properly, fail, or experience performance degradation due to lack of regular inspection and maintenance or other external forces, resulting in equipment and facility damage, hydrogen leakage, combustion and explosion risks.

•        Hydrogen vehicles safety risks may be caused by internal hydrogen supply pipeline leaks, which may lead to fire or explosion.

•        Safety risks may be caused by irregular annual inspections of pressure gauges, safety valves, and hydrogen cylinders which may lead to failure of hydrogen vehicle function.

Any incidents involving our products or other hydrogen-based products could severely hinder market acceptance and demand for our hydrogen fuel cell products. Involvement in litigation could lead to significant expenses, adversely affecting our product development and sales, and diverting the attention of our technical and management personnel, regardless of the litigation outcome. Additionally, we may be liable for damages that exceed our insurance coverage. We also cannot predict whether we will be able to procure insurance on acceptable terms.

Our business and anticipated business are capital-intensive, and our future sources of financing are uncertain.

In conducting our current business, we incur large amount of expenses in procuring equipment for building hydrogen production plants and hydrogen refueling stations, and OEM services for producing fuel cell systems and fuel cell forklifts. In addition, as we plan to expand our business, we anticipate the need for significant capital, especially for building and operating the Giga Plant.

Currently, we largely rely on capital injections from our shareholders to fund our business. There can be no assurance that we will be able to secure sufficient and timely capital injections from our shareholders in the future, and any continued reliance on shareholder capital injections may expose us to several risks. Reliance on shareholder capital injections may be perceived negatively by the market as a sign of financial instability or insufficient operational cash flow, leading to decreased investor confidence and adversely impacting our ability to raise funds through other means. Frequent or significant capital injections may strain our relationships with existing shareholders, especially if they are burdened by continuous funding requests, which could lead to dissatisfaction among shareholders and affect their willingness to support future funding needs. We also cannot guarantee that we will be able to generate sufficient cash from operations or secure alternative financing with terms commercially reasonable or meet our expectations.

Any inability to obtain necessary funding from our shareholders or through our operations or alternative financing sources could materially and adversely affect our business, financial condition, results of operations, and prospects.

If we are unable to obtain or renew certain approvals, licenses, permits, or certifications required for our business, it could have a significant adverse impact on our operations.

We are subject to various laws and regulations that require us to obtain and maintain multiple approvals, licenses, permits, or certifications from different authorities to operate our business, including without limitation, hazardous chemicals business license, gas business license, and gas cylinder filling license. If we fail to obtain the necessary approvals, licenses, permits, or certifications for our operations, we may face sanctions or other enforcement actions. Relevant regulatory authorities could order us to suspend our operations, or we might need to undertake capital expenditures for corrective measures or other remedial actions, which could have a significant adverse impact on our business, financial condition, and operating performance.

In addition, some of these approvals, licenses, permits, and certifications may be subject to periodic renewals and/or re-evaluations by the relevant authorities, and the standards for such renewals and/or re-evaluations may change from time to time. While we are committed to applying for renewals and/or re-evaluations of these approvals, licenses, permits, and certifications as required by applicable laws and regulations, we cannot guarantee that we will be successful in obtaining such renewals and/or re-evaluations. If we are unable to obtain the required renewals and/or re-evaluations or to maintain all necessary approvals, licenses, permits, or certifications for our business operations, it could severely hinder our business and impede our ability to continue operating, which may have a significant adverse impact on our business, financial condition, and operating performance.

We may also be required to obtain additional approvals, permits, licenses, or certifications for our existing business due to the enactment of new regulations, changes in the interpretation or enforcement of existing laws and regulations. We cannot guarantee that we will successfully obtain these additional approvals, permits, licenses, or certifications. If we are unable to obtain the necessary additional approvals, permits, licenses, or certifications, it may restrict our business operations, reduce our revenue, and/or increase our costs, which could materially diminish our profitability and prospects.

Failure to obtain, or the reduction or cancellation of the government subsidies may adversely affect our business, financial condition, operating results, and prospects.

For the years ended December 31, 2024 and 2023, we received financial subsidies from certain PRC government agencies in the amount of $101,071 and $142,312, respectively. Government subsidies are important to fund our operations and meet our capital expenditure needs. Provision of the government subsidies may be discretionary and subject to selection criteria and on-going requirements set by local governments, which we may not meet in the future. Additionally, local governments may shift their focus over time from supporting the hydrogen industry to other sectors. We cannot assure you that we will be able to obtain any government subsidies in the future. The failure to obtain or the reduction or cancellation of government subsidies may adversely affect our business, financial condition, operating results, and prospects.

Global inflationary pressures could negatively impact our results of operations and cash flows.

We face two types of inflationary pressures: a general pressure from inflation-related economic slowdowns and a specific pressure from the inflation of fuel prices. First, while inflation could slow down the global economy and economic activity in China, thus potentially decreasing the demand for hydrogen energy solutions, this risk has not materialized so far. Economic activity in China continues to show resilience, supporting the growth of the hydrogen industry. Second, the inflation episode of 2022, triggered by the conflict in Ukraine and the resulting increase in fossil fuel prices, has indirectly impacted the hydrogen industry. As fossil fuel prices rise, industries and consumers increasingly seek alternative energy sources like hydrogen. While this shift could drive up the demand for our hydrogen products, it also increases our operational costs, such as production costs and supply chain expenses, due to higher energy prices. Our efforts to develop and expand our hydrogen business line are ongoing, but inflationary pressures in the energy market could affect our cost structures and pricing strategies, thereby impacting our profitability.

Increases in labor costs and employee benefits may adversely affect our business and profitability.

Labor costs in China have risen in recent years as a result of social and economic development including the increasing inflation. Average wages in China are expected to continue increasing. We may also need to increase our total compensation packages to attract and retain experienced personnel to achieve our business objectives. In addition, we are required by the PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, and insurance, to designated government authorities for the benefits of our employees. We expect that our labor costs, including wages and employee benefits, will continue to increase. Our financial condition and results of operations may be adversely affected as a result of any material increase in our labor costs.

We face intense competition in the markets we operate in, and some of our competitors may have greater resources or brand recognition than us.

We face intense competition in the hydrogen industry in China. The competition can take place in various aspects including quality of product and service, comprehensiveness of product and service offerings, brand recognition and reputation, technology proficiency, internal operational efficiency, customer service and retention, safety management and control, and knowledge of governmental policies and regulations.

Some of our current and potential competitors, including large state-owned enterprises and international corporations, may have greater financial, technological, and marketing resources than we do, and may be able to offer services that we do not currently have and may not offer in the future. The disruption of business cooperation with major partners or technological lag could cause us to lose our competitive edge. If we are unable to compete effectively against and stay ahead of our competitors, we may lose customers and our financial results may be materially and negatively affected.

We are subject to credit risks from our customers.

We typically grant our customers certain period of payment days for goods sold and services rendered, which is typically not secured. While we assess customers’ creditworthiness and monitor their outstanding balances on a going basis, there is no assurance that income receivable by us will not be defaulted or not be subject to disputes with our

clients and partners. Given the scale of our clients and the negotiating positions they enjoy, in case of dispute we are typically in a less favorable position to succeed in recovering the account receivables and our financial position and results of operations may be negatively impacted as a result.

We may face general risks associated with maintaining large balances of accounts receivable and accounts payable.

As of December 31, 2024, our total accounts receivable (including accounts receivable due from related parties) amounted to approximately $41.0 million, representing 85.6% of our total assets, while our total accounts payable (including accounts payable due from related parties) totaled approximately $34.6 million, accounting for 85.1% of our total liabilities. As of December 31, 2023, our total accounts receivable (including accounts receivable due from related parties) was approximately $7.6 million, representing 34.7% of our total assets, while our total accounts payable (including accounts payable due from related parties) totaled $15.8 million, accounting for 89.6% of our total liabilities. Our accounts receivable mainly include payments to be made by our customers, and our accounts payable mainly include payments to be made to our suppliers.

A substantial portion of our accounts receivable is concentrated among a limited number of customers. Any deterioration in the financial condition of these customers or delays in payment could result in significant bad debt expenses, adversely impacting our financial results. Delayed collections of receivables can strain our cash flow, limiting our ability to invest in growth opportunities or meet our own financial obligations. This could necessitate additional borrowing, potentially increasing our interest expenses and leverage. A high level of accounts payable can also strain our cash flow. Adverse changes in payment terms from suppliers or our failure to make payments timely could lead to disruptions in the supply chain and affect our ability to procure necessary products and services, impacting operational efficiency. Delays in payment or disputes with suppliers can also harm our reputation or relationships with suppliers, affecting future business opportunities.

These risks, if not managed effectively, could have a material adverse effect on our financial condition, results of operations, and cash flow.

We are subject to risks in managing inventory.

As of December 31, 2024 and 2023, our inventory was approximately $0.7 million and $7.3 million, representing 1.22% and 33.3% of our total assets, respectively. Our inventory mainly includes fuel cell systems, and fuel cell forklifts. These products are manufactured by our suppliers and are typically transported directly from our suppliers to our customers. Prior to the transportation, these products may be temporarily stored at the suppliers’ warehouse and during such transition period, will be recorded as our inventory. We may also keep certain inventory of fuel cell forklifts to satisfy urgent sales and leasing needs.

We cannot guarantee that our inventory will not be damaged or impaired, as our storage may encounter unforeseen events. Therefore, ineffective inventory management could adversely affect our financial condition and operating results. Additionally, if the net realizable value of our inventory declines before we sell it, we will need to recognize an impairment on our inventory. These could have an adverse impact on our financial condition and operating results.

We may fail to attract or retain an experienced management team and qualified personnel.

Our continued success depends on our ability to attract and retain an experienced management team and other employees with the requisite expertise and skills. Our ability to do so is influenced by a variety of factors, including the structure of the compensation package that we formulate and the competitive market position of our overall compensation package. Our management team and skilled employees may leave us or we may terminate their employment at any time. We cannot assure you that we will be able to retain our management team and skilled employees or find suitable or comparable replacements on a timely basis. Moreover, if any of our management team or skilled employees leaves us or joins a competitor, we may lose customers. In addition, former employees may request certain compensation arising from their resignation or retirement, which we typically negotiate on a case-by-case basis. However, if we are unable to reach a mutually acceptable resolution with such employees, they may take other actions including, but not limited to, initiating legal proceedings. Such legal proceedings may require us to pay damages, divert our management’s attention, cause us to incur costs and harm our reputation. Each of these foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

We are highly dependent on the services of Ms. Xia Ma, Pubco’s Chairperson, Director, Chief Executive Officer and controlling shareholder.

We are highly dependent on the performance, expertise and continuity of Ms. Xia Ma, Pubco’s Chairperson, Director, Chief Executive Officer and controlling shareholder. Any adverse personal situation affecting Ms. Xia Ma, such as changes in marital status, health issues, or other personal circumstances, could significantly impact her ability to effectively manage and lead us. Any of such situations or the loss or departure of Ms. Xia Ma could have a material adverse effect on our business, financial condition and results of operations.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company” (1) we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements, (3) we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (4) we will not be required to hold nonbinding advisory votes on executive compensation or shareholder approval of any golden parachute payments not previously approved. We currently intend to take advantage of the reduced disclosure requirements regarding executive compensation, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank Wall Street Reform and Customer Protection Act, or the Dodd-Frank Act, and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We may remain an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of the Business Combination, though we may cease to be an “emerging growth company” earlier under certain circumstances, including (1) if we become a large accelerated filer, as defined in Exchange Act Rule 12b-2, (2) if our gross revenue exceeds $1.235 billion in any fiscal year, or (3) if we issue more than $1.0 billion in non-convertible notes in any three year period. The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find the Pubco Ordinary Shares less attractive if we rely on the exemptions and relief granted by the JOBS Act. If some investors find the Pubco Ordinary Shares less attractive as a result, there may be a less active trading market for the Pubco Ordinary Shares and our stock price may decline and/or become more volatile.

If we fail to protect our intellectual property rights and proprietary information, we may lose our competitive edge and our brand, reputation and operations may be materially and adversely affected.

Our corporate name, trademarks, patents, copyrights, and other intellectual properties are important to our business. We believe our reputation and brand are associated with our corporate name, and our trademarks, and that this association has contributed to the success of our business. Our corporate name may be damaged if it is used by third parties whose reputation or brand is not associated with quality, or if such third parties are otherwise the subject of any adverse publicity. In addition, other parties may use or register trademarks that look similar to our registered trademarks under certain circumstances, and may cause confusion among consumers. Policing unauthorized use of our corporate name and trademarks can be difficult and expensive. If any of the foregoing happens, the value of our trademarks and customer recognition of our brand may be adversely affected.

In addition, litigation may be necessary to protect and enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others. Such litigation may be costly and may divert management’s attention away from our business. In addition, we may be required, or we may decide to temporarily stop utilizing the underlying technology covered by our intellectual property rights regardless of the outcome of the litigations. An adverse determination in

any such litigation would impair our intellectual property rights and may harm our business, prospects and reputation. Enforcement of judgments in China is uncertain, and even if we are successful in litigation, it may not provide us with an effective remedy. In addition, we have no insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Our business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our or third parties’ cybersecurity.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. We use “Hydrogen Energy Network Data Operations Center”, a digital platform developed by certain third-party supplier for us, to manage and monitor the operation of the hydrogen production plants, hydrogen refueling stations, and hydrogen fuel cell forklifts. See “Business of United Hydrogen — Business Model — Hydrogen Energy Solutions,” and “Business of United Hydrogen — Business Model — Hydrogen Commercial Applications.” In the ordinary course of business, we may collect, store and transmit confidential information, including, but not limited to, information related to our intellectual property and proprietary business information, and personal information of our personnel or our customers’ personnel. Although we implement certain internal security and business continuity measures (such as firewall and data backup), our information technology and other internal infrastructure systems may breakdown, incur damage or be interrupted by system malfunctions, natural disasters, terrorism, war or telecommunication and electrical failures, as well as by inadvertent or intentional security breaches, any of which may result in civil legal proceedings brought by data subject or enforcement actions initiated by regulatory agencies.

Our limited insurance coverage could expose us to significant costs and business disruption.

Our business or anticipated business may face various operational risks, including (i) production interruptions caused by operational errors, power outages, equipment failures, and other risks; (ii) operational restrictions imposed by environmental or other regulatory requirements; (iii) social, political, and labor unrest; (iv) environmental or industrial accidents; and (v) catastrophic events such as fires, earthquakes, explosions, floods, or other natural disasters. These risks can lead to, among other things, damage and destruction of property or production facilities, personal injury or death, environmental damage, financial losses, and legal liabilities. The occurrence of any of these events may result in operational disruptions and cause significant losses or substantial liabilities.

We may not have sufficient insurance coverage for the aforementioned operational risks. We purchase insurances for our personnel, motor vehicles, equipment, and machinery, but there is no guarantee that our insurance will be adequate to cover such major incidents. If we incur significant losses or liabilities and our insurance does not cover or is insufficient to cover such losses or liabilities, our business, financial condition, and operating results may be materially and adversely affected.

We historically experienced operating losses or profit and there is no guarantee that we may maintain its profitability and will not experience losses again.

For the year ended December 31, 2023, we achieved a net profit of $0.1 million, primarily due to an increase of revenues from providing refueling station solutions, and sales of hydrogen fuel cell systems. For the year ended December 31, 2024, we achieved a net profit of $0.9 million, primarily due to an increase of revenues from provision of hydrogen gas to hydrogen production plants and refueling stations, and sales of hydrogen fuel cell systems. We had experienced an operating loss prior to 2023.

Despite this improvement, we cannot guarantee that we will maintain our profitability. We may face challenges in increasing our revenue by securing new customers or launching new products or services. Additionally, certain expenses, such as expenses in connection with the research and development of new technology and the acquisition of key resources in hydrogen value chain, may continue to increase. We may also encounter higher costs associated with growth, the launch of new products, and operating as a public company.

Our efforts to expand our business and introduce new products have been, and may continue to be, more costly than anticipated. We may not be able to increase our revenue sufficiently to offset these increased operating expenses and necessary investments. New products may not succeed as expected. As a result, we may incur significant losses in the future again due to various reasons, including the other risks described herein, as well as unforeseen expenses, difficulties, complications, delays, and other presently unknown events or risks. If we continue to struggle to achieve and maintain consistent profitability, this would materially and adversely affect the value of our business and securities.

Our business was adversely affected by the outbreak of COVID-19 and a COVID-19 resurgence or occurrence of a similar pandemic may once again adversely affect our business and result of operations.

The COVID-19 pandemic had a significant impact on the global economy. To curb the spread of the pandemic since late July 2021, the Chinese government implemented various measures such as lockdowns, travel restrictions, quarantines, and business shutdowns. Meanwhile, governments outside of China suspended or significantly reduced the movement of people, goods, and services to and from China. The COVID-19 pandemic has already had, and may continue to have, long-term adverse effects on China’s economic and social conditions, which could indirectly affect our industry, leading to project delays and shortages of labor and raw materials. The COVID-19 pandemic materially and adversely affected our business during the period from March 2022 to March 2023. During such period, we reduced the business travel and business development activities of our sales personnel in most parts of China and confined most business communication to remote online platforms, which negatively affected our business communication efficiency; some of our customers’ projects were delayed or suspended to a certain extent, which negatively affected our project delivery timeline; and some of our suppliers delayed or cancelled their shipments, which in turn negatively affected our delivery of projects to customers.

We cannot determine when the global COVID-19 pandemic might suddenly resurge. We cannot assure you that a similar pandemic will not occur again. If such a COVID-19 resurgence or a similar pandemic occurs, it could have a significant adverse impact on our business, financial condition, and operating results.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, health epidemics or other public safety concerns affecting China. Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate our platform and provide services and solutions. In recent years, there have been outbreaks of epidemics in China and globally, such as H1N1 flu, avian flu or another epidemic. Our business operations could be disrupted by any of these epidemics. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Chinese economy in general. A prolonged outbreak of any of these illnesses or other adverse public health developments in China or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could significantly impact the insurance industry, which could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our primary office locations are in Beijing, Jiaxing (Zhejiang Province), Shanghai, Taiyuan (Shanxi Province), and Yinchuan (Ningxia Province). The majority of the Company’s directors, supervisors, and core technical personnel are based in Beijing, Jiaxing, and Shanghai, while the offices in other regions primarily employ middle management and junior staff. Additionally, we engage in the construction and operation management of hydrogen refueling stations across Shanxi, Zhejiang, Guangdong, Hebei, Shandong, and Inner Mongolia, with the workforce in these regions primarily composed of middle management and junior employees. We also conduct fuel cell system sales, hydrogen vehicle sales, and leasing activities in Shanghai and Ningxia, where the personnel include directors, supervisors, middle managers, and junior employees. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect those areas in China, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

We face risks associated with our plans to market, distribute, and service our products and services internationally.

We plan to market, distribute, and sell our product and service offerings internationally in the future. We have limited experience operating internationally. Our success in international markets will depend, in part, on our abilities to (i) understand the local market and customer needs, (ii) obtain required approvals, licenses, permits, or certifications from local authorities and furnish products or services that meet foreign regulatory and commercial requirements, and (iii) effectively recruit and manage local personnel. Additionally, our planned international operations are subject to other inherent risks, including potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries, and could be adversely affected due to, among other things, fluctuations in currency exchange rates, political tensions between China and the target international markets, economic instability, acts or threats of terrorism, changes in governmental policies or policies of financial institutions, price controls, fund transfer restrictions, capital controls, taxes, changes in legislation or regulations and other additional developments or

restrictive actions over which we will have no control. It may be more difficult and costly than we expect to navigate the different legal, regulatory, economic, social, and political environments. Any of these factors could adversely affect our results of operations and financial condition.

Risks Relating to Doing Business in the PRC

Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the business of United Hydrogen and its PRC subsidiaries and following the Business Combination, Pubco, results of operations, financial condition, and the value of Pubco’s securities.

We primarily operate in China, and as a result face significant legal and operational risks and uncertainties in connection with operating business in China. Specifically, our primary offices and operation sites are located across several regions in China, with most of our directors, officers, supervisors, core technical personnel and other employees based in China.

Given this operational footprint, our business, financial condition, results of operations, and prospects are subject to significant influence from the political, economic, social, and regulatory environment in China. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources, all of which could affect our operations. Consequently, any changes in China’s policies or conditions could materially and adversely impact our business and operations.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past, the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth. These measures may cause decreased economic activities in China, which may adversely affect our operating results.

United Hydrogen’s, and following the Business Combination, Pubco’s ability to successfully maintain or grow business operations in China depends on various factors, which are beyond its control. These factors include, among others, macroeconomic and other market conditions, political stability, social conditions, measures to control inflation or deflation, changes in the rate or method of taxation, changes in laws, regulations and administrative directives or their interpretation, and changes in industry policies. If United Hydrogen or Pubco fails to take timely and appropriate measures to adapt to any of the changes or challenges, United Hydrogen’s, and following the Business Combination, Pubco’s business, results of operations and financial condition could be materially and adversely affected.

The Chinese government may promulgate laws, regulations or policies that seek to increase scrutiny of, or further revise, the current regulatory regime in certain industries or in certain activities, and may intervene or influence the specific industries that it deems to be in the best interest of China, which could result in a material change in United Hydrogen’s operations and cause the value of United Hydrogen’s securities to significantly decline or be worthless.

As with all standing governments of a sovereign state, the PRC government has the proper authority to promulgate laws, regulations or policies that seek to impose increased scrutiny over, or further revise, the current regulatory regime in certain industries or in certain activities it deems to be in the best interest of China. United Hydrogen is incorporated under the laws of the Cayman Islands and has subsidiaries with operations in the PRC. Decisions made by the PRC government may result in a material adverse change in United Hydrogen’s and its PRC subsidiaries’ operations and cause the value of United Hydrogen’s securities to significantly decline or be worthless.

Substantially all of our operations are located in the PRC. The PRC government may choose to exercise significant oversight and discretion, and the regulations to which any of our subsidiaries are subject can change rapidly. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in China can be uncertain. Additionally, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may not align with our subsidiaries’ current policies and practices. Consequently, the Company’s business segments may face various government and regulatory oversight in the provinces where they operate. The

Company may be regulated by multiple political and regulatory entities, including local and municipal agencies and government sub-divisions. The Company may incur increased costs to comply with existing and newly adopted laws and regulations, or face penalties for any failure to comply.

Compliance with new laws and regulations in China may be costly, and related government actions, inquiries, or investigations could delay or impede our subsidiaries’ development, result in negative publicity or increase our subsidiaries’ operating costs, require significant management time and attention, and subject us to remedies, administrative penalties and even criminal liabilities that may harm our subsidiaries’ business, including fines assessed for our subsidiaries current or historical operations, or demands or orders that our subsidiaries modify or even cease their business practices.

The Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and the value of our Ordinary Shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers 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 be worthless. For example, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries. United Hydrogen, albeit not engaging in such industries, cannot rule out the possibility that the PRC government will in the future release regulations or policies regarding United Hydrogen’s industry that could require United Hydrogen and its subsidiaries to seek permission from Chinese authorities to continue operating, which may adversely affect United Hydrogen’s business, financial condition and results of operations.

In recent years, the Chinese governmental authorities have issued a series of guidelines for the hydrogen energy industry, providing a framework for the deployment of hydrogen production plants and hydrogen refueling stations and the integration of hydrogen fuel cell vehicles. However, as the regulatory framework and governmental policies relating to the hydrogen energy industry in the PRC are relatively new and still evolving, such governmental policies may be subject to limitations or uncertainties beyond our control and may be adjusted or changed from time to time by the Chinese government. Any reduction or elimination of favorable industry policies issued by the relevant government due to policy changes or otherwise, or any governmental guidance that diminishes the demand for the hydrogen energy industry, is likely to weaken the overall competitiveness of the hydrogen energy industry. In such cases, our business and operating conditions may be materially and adversely affected. Moreover, the local governments have implemented safety and regulatory standards for hydrogen production, storage, and transportation to ensure the safe development of the hydrogen industry. We cannot predict how regulations and policies regarding the hydrogen industry will change. If the Chinese government strengthens its control over the hydrogen energy industry via regulations and policies, such regulations or policies may require United Hydrogen and its subsidiaries to seek additional permits or approvals from Chinese authorities to continue operations. This could have an adverse effect on United Hydrogen’s business, financial condition and results of operations. Therefore, these regulatory measures may significantly limit or completely hinder Pubco’s ability to offer or continue to offer securities to you and cause the value of Pubco’s securities to significantly decline or be worthless.

Any legal or regulatory changes that restrict or otherwise unfavorably impact our subsidiaries’ ability to conduct their business could decrease demand for their services, reduce revenues, increase costs, require them to obtain more licenses, permits, approvals or certificates, or subject them to additional liabilities. To the extent that any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of the Ordinary Shares could decrease or become worthless.

Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. As the PRC government continues to play a significant role in regulating industrial development, allocation of natural and other resources, production, pricing and management of currency, we cannot predict whether changes in China’s economic or social conditions or government policies will have any adverse effect on our current or future business, financial condition or results of operations.

Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investments in China-based companies. Any such actions may adversely affect and/or cause a material change to United Hydrogen’s, and following the Business Combination, Pubco’s operations, and following the Business Combination, result in a material change in the value of Pubco’s securities.

Our ability to successfully expand business operations in the PRC depends on a number of factors, including macro-economic and other market conditions. Demand for our services and our business, financial condition and results of operations may be materially and adversely affected by the following factors: changes in economic or social conditions of the PRC; changes in laws, regulations, and administrative directives or the interpretation thereof; measures which may be introduced to control inflation or deflation; and changes in the rate or method of taxation.

Given the PRC government’s significant oversight and discretion over the conduct of our business, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of Pubco Class A Ordinary Shares.

Our operations are primarily located in the PRC. The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations at any time. Government actions, inquiries, or investigations may delay or hinder the development of our subsidiaries in the PRC, which could also demand considerable management resources and attention, and expose us to various consequences, including corrective measures, administrative fines, and potentially criminal charges. These could negatively affect our subsidiaries’ business, including penalties for current or past operations, and there may be demands or directives for our subsidiaries to alter or halt their business practices. Our business could be interrupted or we could be subject to liabilities that may materially and adversely affect the results of our operations and the value of your investment.

The PRC government also exercises control over China’s economic growth through strategically allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to selected industries or companies. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities conducted overseas and foreign investment in China-based companies like us. Any such intervention in or influence on our business operations or action to exert more oversight and control over securities offerings and other capital markets activities, once taken by the PRC government, could adversely affect our business, financial condition and results of operations and the value of Pubco Class A Ordinary Shares, or 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 in extreme cases, become worthless.

If the PRC government adopts more stringent standards with respect to certain areas such as corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations. Failure to meet these requirements may result in a material adverse change in our operations and the value of Pubco Class A Ordinary Shares. Moreover, if the PRC government takes certain measures or strategically allocates resources to promote economic growth, even if such actions are beneficial to the Chinese economy as a whole, we cannot predict or guarantee that such measures will not have a material adverse effect on our business and results of operations.

Uncertainties in the interpretation and enforcement of PRC laws and regulations and unexpected changes in policies, rules, and regulations in China with little advance notice, could limit the legal protection available to you and us, which could result in a material adverse change in our operations and/or the value of Ordinary Shares.

Our principal operating subsidiaries are incorporated under and governed by the laws of the PRC. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. The legislation over the past five decades has significantly increased the protection afforded to various forms of foreign or private-sector investment in China. We are subject to various PRC laws and regulations generally applicable to companies in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involves uncertainties, which may limit legal protections available to us. Moreover, some regulations and policies in the PRC may be issued with little advance notice, or drafts for public comment may be available for public comment only for a short period of time. In some cases, even after the public comment period concludes, it remains uncertain when the finalized regulation will be officially published and take effect. Consequently, we may not be able to determine whether we are required to comply with the requirements set forth in the Draft for Comment and act promptly, potentially exposing us to penalties for fines as a result of our failure to comply with the relevant requirements in the finalized regulation in the first instance. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as us, to obtain or maintain permits or licenses required to conduct business in China. The absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. For more detailed discussion, please see “Risk Factors — Risks Relating to United Hydrogen’s Business and Industry — If we fail to maintain an effective quality and safety control system, it could have a significant adverse impact on our business, reputation, financial condition, and operating performance” and “Risk Factors — Risks Relating to Doing Business in the PRC — Our operations in China face regulatory and licensing risks inherent in the development and operation of hydrogen-powered vehicles and infrastructure.”

Similarly, relevant local government departments may impose new, specific regulations or interpretations of existing regulations that may require additional expenditures and efforts for us to ensure our PRC subsidiaries’ compliance with such regulations or interpretations. As such, we may be subject to various government and regulatory interference in the provinces in which we operate in China. Our PRC subsidiaries could subject to regulations by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. They may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Furthermore, PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms. The interpretations of many laws, regulations, and rules are not always uniform, and enforcement of these laws, regulations, and rules involves uncertainties. As a result, it may be difficult for us to accurately predict the outcome of administrative and court proceedings and the level of legal protection we otherwise would be entitled to. The PRC legal system is based in part on government policies, internal rules, and regulations, which generally do not have retroactive effect unless special provisions are enacted for the purpose of better protecting the rights and interests of citizens, legal persons and other organizations. As a result, we may not be aware of violations of these policies and rules until sometime after they occur. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations. In addition, we cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement practices thereof. These uncertainties could limit the legal protections available to us and our investors. Moreover, some litigations in China may be protracted, resulting in substantial costs and diversion of our resources and management attention, which could adversely affect our operations and financial condition.

Because our primary operations are in China, our business is subject to a significant degree of the complex and rapidly evolving laws and regulations there.

As a company having primary business operations in China, we are subject to the laws and regulations of China, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business in China, and the regulations to which our business in China is subject may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development in China;

•        result in negative publicity or increase our operating costs in China;

•        require significant management time and attention; and

•        subject us to remedies, administrative penalties, and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders to modify or even cease our business practices in China.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business in China and could require us to change certain aspects of our business to ensure compliance, could increase costs and expenses, require us to obtain more licenses, permits, approvals, or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition, and results of operations could be adversely affected and the value of our shares could significantly decline.

If Pubco becomes directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, it may have to expend significant resources to investigate and resolve the matter which could harm its business operations, stock price, and reputation.

U.S. public companies that have substantial operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes,

a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S.-listed Chinese companies sharply decreased in value and, in some cases, have become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on Pubco, its business, and the price of Pubco Ordinary Shares. If Pubco becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend ourselves. This situation will be costly and time-consuming and could distract our management from developing its business. If such allegations are not proven to be groundless, our business operations will be severely affected and you could sustain a significant decline in the value of Pubco Ordinary Shares.

The current tension in international trade, particularly with regard to U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.

Although cross-border business may not be an area of our focus, if we plan to expand our business internationally in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our services, impact our competitive position, or prevent us from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition, and results of operations. Recently, there have been heightened tensions in international economic relations, such as the one between the United States and China. For example, the U.S. has proposed to impose multiple rounds of tariffs on a wide range of goods imported from multiple countries, including China, and China has responded with the similar tariffs. Since February 2025, the U.S. administration has proposed to increase the total tariff level for imported Chinese goods to 125% and additional tariff increase could be imposed as the trade tension between the two countries continues to heighten. Correspondingly, China has responded by hiking its levies on U.S. imports to 125% from 34%. Historically, tariffs have led to increased trade and political tensions, between the U.S. and China, as well as between the U.S. and other countries. Political tensions as a result of trade policies could reduce trade volume, cross-border investment, technological exchange, and other economic activities between major economies, which may result in a material adverse effect on our business, financial condition and our operations. On May 12, 2025, according to the Joint Statement on China-U.S. Economic and Trade Meeting in Geneva, both the U.S. and China commit to take the following actions by May 14, 2025: (1) The U.S. will (i) modify the application of the additional ad valorem rate of duty on articles of China (including articles of the Hong Kong Special Administrative Region and the Macau Special Administrative Region) set forth in Executive Order 14257 of April 2, 2025, by suspending 24 percentage points of that rate for an initial period of 90 days, while retaining the remaining ad valorem rate of 10 percent on those articles pursuant to the terms of said Order; and (ii) removing the modified additional ad valorem rates of duty on those articles imposed by Executive Order 14259 of April 8, 2025 and Executive Order 14266 of April 9, 2025. (2) China will (i) modify accordingly the application of the additional ad valorem rate of duty on articles of the U.S. set forth in Announcement of the Customs Tariff Commission of the State Council No. 4 of 2025, by suspending 24 percentage points of that rate for an initial period of 90 days, while retaining the remaining additional ad valorem rate of 10 percent on those articles, and removing the modified additional ad valorem rates of duty on those articles imposed by Announcement of the Customs Tariff Commission of the State Council No. 5 of 2025 and Announcement of the Customs Tariff Commission of the State Council No. 6 of 2025; and (ii) adopt all necessary administrative measures to suspend or remove the non-tariff countermeasures taken against the U.S. since April 2, 2025. However, we cannot predict whether future trade policies will change or whether such changes will have an adverse impact on our business, financial situation and operations.

Although the direct impact of the current international trade tension, and any change of such tension, on the industries in which we operate is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial condition and results of operations.

Failure to fully comply with PRC labor-related laws may expose us to potential penalties.

Our operations in China are subject to stringent requirements under the PRC Labor Law and the PRC Labor Contract Law, which regulate workplace safety, labor contracts, working hours, and wage standards. Non-compliance with these laws could result in significant liabilities, penalties, and reputational harm. According to the PRC Labor Law, promulgated on July 5, 1994 and last amended on December 29, 2018, enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety,

and educate laborers in labor safety and sanitation in China. Labor safety and sanitation facilities shall comply with national standards. Enterprises and institutions shall provide laborers with safe workplace and sanitation conditions that are in compliance with state stipulations and the relevant articles of labor protection. The PRC Labor Contract Law, which was implemented on January 1, 2008 and amended on December 28, 2012, primarily governs the rights and duties of employees and employers, including the establishment, performance, and termination of labor contracts. Pursuant to the PRC Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and the laborers. Enterprises and institutions are prohibited from forcing laborers to work beyond the stipulated work time limit, and employers shall pay laborers for overtime work in accordance with relevant laws and regulations. In addition, labor wages shall not be lower than local standards on minimum wages and shall be paid to laborers in a timely manner. Any inability to meet these requirements could lead to legal disputes, increased labor costs, and potential interruptions in our workforce.

Pursuant to (i) the Regulation of Insurance for Labor Injury, enacted on January 1, 2004 and amended on December 20, 2010, (ii) the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, (iii) the Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance for Employees of Corporations of the State Council issued on July 16, 1997, (iv) the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, (v) the Unemployment Insurance Measures promulgated on January 22, 1999, and (vi) the Social Insurance Law of the PRC, implemented on July 1, 2011 and amended on December 29, 2018, enterprises are obliged to provide their employees in China with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance, medical insurance (collectively, “social insurance”), and housing fund plans. These payments are made to local administrative authorities and any employer that fails to contribute may be fined and ordered to make up within a prescribed time limit. For more details, please see “Business of United Hydrogen — Governmental Regulations; Permits and License — Regulations Relating to Employment.”

In accordance with the Regulations on the Management of Housing Provident Funds, which was promulgated by the State Council on April 3, 1999 and last amended on March 24, 2019, enterprises must register at the competent managing center for housing provident funds and upon the examination by such managing center of housing provident funds, these enterprises are required to complete procedures for opening an account at the relevant bank for the deposit of employees’ housing provident funds. Enterprises are also required to pay and deposit housing provident funds on behalf of their employees in full and in a timely manner.

Certain of our PRC subsidiaries have not made adequate social insurance and housing fund contributions for all employees. For individual employees, the difference in the contribution base ranges from RMB 4,000 to RMB 7,000. These PRC subsidiaries may be required to make up for the shortfall in the social insurance contributions as well as to pay late fees at the rate of 0.05% per day of the outstanding amount from the due date. If they fail to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities will impose a fine of one to three times the outstanding amount upon them. With respect to housing fund plans, certain of our PRC subsidiaries may be required to pay and/or deposit housing funds in full and on time within the prescribed time limit. If they fail to do so, relevant authorities could file applications to competent courts for compulsory enforcement of payment and deposit. The company is gradually adjusting the social insurance contribution base and plans to make full contributions upon receiving requests from the relevant authorities.

Certain of our PRC subsidiaries have paid social insurance and housing fund for several employees through a third-party agency. Since the third-party agency is not the factual employer of these employees, our PRC subsidiaries may be required to pay the social insurance and housing fund again for these employees by themselves and compensate the employees for their loss arising from our failure to pay the social insurance and housing fund by themselves.

Although we have not received any inquiry, notice, warning, or sanctions regarding such late fees or fines, the interpretation and implementation of labor-related laws and regulations are constantly evolving and may be amended from time to time. If the relevant PRC authorities determine that our PRC subsidiaries shall make supplemental social insurance and housing fund contributions or that they are subject to fines and legal sanctions in relation to their failure to make social insurance and housing fund contributions in full for their employees, the business, financial condition, and results of operations of our PRC subsidiaries and in turn of us may be adversely affected.

Cash or asset held in the PRC may face restrictions on transfer outside the country due to Chinese government regulations, limiting Pubco’s ability to use these funds for operations, dividend distribution, or capital contributions without complying with Chinese laws, including foreign exchange controls, statutory reserve requirements and taxation.

To the extent cash or assets are held in the PRC or by a Chinese entity, they may not be readily available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on Pubco’s ability to transfer cash or assets by the PRC government. For example, Pubco’s subsidiaries in the PRC are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of Pubco’s PRC subsidiaries 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. Companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends; the PRC subsidiaries are required to complete certain procedural requirements related to foreign exchange control in order to make dividend payments in foreign currencies; A withholding tax, at the rate of 10% or lower, is payable by the PRC subsidiaries on dividends paid to non-resident enterprises; approval from or registration with competent PRC government authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of loans denominated in foreign currencies. Without the fulfillment of these procedures, United Hydrogen and its PRC subsidiaries may not make any distributions to Pubco and/or its shareholders, which could result in significantly restricted liquidity of Pubco’s shares and a substantial decline in their value.

In utilizing the proceeds from this Business Combination, as an offshore holding company, Pubco is permitted under Chinese laws and regulations to provide funding to its PRC subsidiaries only through loans or capital contributions and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by Pubco to its PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange of China, or SAFE, and capital contributions to its PRC subsidiaries are subject to the requirement of making necessary registration with competent Chinese governmental authorities. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC subsidiaries.”

Our operations in China face regulatory and licensing risks inherent in the development and operation of hydrogen-powered vehicles and infrastructure.

Our focus on hydrogen infrastructure solutions, including evaluating, designing, and constructing hydrogen production plants and hydrogen refueling stations, is subject to multiple regulations due to the hazardous nature of hydrogen. According to the Measures for the Administration of Operating Licenses for Hazardous Chemicals, effective since July 1, 2015, the Safety Production Law of the People’s Republic of China, effective since December 01, 2014, the Regulations on the Safe Management of Hazardous Chemicals, effective since December 2013, and the Catalogue of Hazardous Chemicals (2015 edition), hydrogen is classified as a hazardous chemical, requiring a hazardous chemicals business license and potentially other permits under the Measures for the Administration of Hazardous Chemicals Business Licenses, the Work Safety Law, the Regulations on the Safety Administration of Hazardous Chemicals, and the Catalogue of Hazardous Chemicals. Non-compliance with these regulations could result in penalties, business interruptions, or legal liabilities. Furthermore, the Measures for the Administration of Gas Business Licenses and the Regulations on the Administration of Urban Gas mandate obtaining a gas business license for gas-related activities. Additionally, the Special Equipment Safety Law and the Regulations on Safety Supervision of Special Equipment require a gas cylinder filling license for entities filling mobile pressure vessels. Failure to secure these licenses could impede our ability to operate hydrogen refueling stations. Meanwhile, some of our future business plans involve transportation, which require a road transportation operation permit under the Regulations on Road Transportation of the People’s Republic of China. Failure to obtain or maintain this permit could subject us to legal penalties, operational disruptions, and the inability to legally conduct transportation services.

As of the date of this proxy statement/prospectus, our subsidiaries, (i) are not covered by additional requisite permissions or approval requirements from any governmental agency that is required to approve the operations of its PRC subsidiaries which have not already been received, (ii) have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and (iii) no such permission or approval has been denied. Apart from the business licenses held by each PRC subsidiaries of us, the

following table provides details on the licenses and permissions held by the PRC subsidiaries. These permits, licenses, permissions, and approvals include, but are not limited to, business licenses. The following table provides details on the material permits, licenses, and permissions held by United Hydrogen’s PRC subsidiaries:

As of the date of this proxy statement/prospectus, Pubco owns no material assets other than the equity interests of the First Merger Sub and the Second Merger Sub and it does not operate any business in the PRC. Therefore, none of the Pubco and its subsidiaries are required to undergo or obtain any other procedure or permission from the relevant PRC authorities, including the CAC or any other governmental agency that is required to approve our business operations.

As of the date of this proxy statement/prospectus, Aimei Health has no subsidiaries and does not conduct business in the PRC. Therefore, it is required to undergo or obtain any other procedure or permission from the relevant PRC authorities, including the CAC or any other governmental agency that is required to approve our business operations.

However, with laws, regulations and related policies continuing to evolve and improve, United Hydrogen may be required to obtain additional licenses, permits, filings or approvals for its business operations in the future. If (i) United Hydrogen or its subsidiaries do not receive or maintain any required permissions or approvals, (ii) United Hydrogen or its subsidiaries inadvertently conclude that certain permissions or approvals have been acquired or are not required, or (iii) applicable laws, regulations or interpretations thereof change and United Hydrogen or its subsidiaries become subject to the requirement of additional licenses, permits, filings or approvals in the future, there is no assurance that United Hydrogen will be able to obtain such licenses, permits, filings or approvals in a timely manner, at a reasonable cost, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject United Hydrogen to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against United Hydrogen, and other forms of sanctions, and the United Hydrogen’s business, reputation, financial condition, and results of operations may be materially and adversely affected, and the value of Pubco Ordinary Shares could significantly decline or become worthless.

The regulatory landscape is further complicated by the fact that each province and city in China has its own regulations for hydrogen refueling stations, with varying qualification requirements. Operating in multiple locations may necessitate obtaining a gas cylinder filling license, hazardous chemicals business license, hazardous materials road transportation permit, and other qualifications. Delays or difficulties in obtaining these licenses and permits due to inconsistent local policies and approval processes could adversely affect our business operations and expansion plans. We cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in

the future in a timely manner, or at all. Any failure of these entities to fully comply with such compliance requirements in the future may cause the PRC subsidiaries to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations suspension for rectification, or other sanctions. Moreover, changes in regulatory requirements or stricter enforcement of existing regulations could increase our compliance costs, potentially impacting profitability. Our business may be particularly vulnerable to evolving regulations surrounding hydrogen as a relatively new energy source.

Under the PRC Enterprise Income Tax Law, Pubco may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to Pubco and its non-PRC shareholders and have a material adverse effect on its results of operations and the value of your investment.

Under the PRC Enterprise Income Tax Law (the “EIT Law”), which became effective in January 2008, promulgated on March 16, 2007 and last amended on December 29, 2018, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances, and properties of an enterprise. In April 2009, the State Administration of Taxation (the “SAT”) issued the Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Actual Standards of Organizational Management, or “SAT Circular 82,” which was amended in December 2017. SAT Circular 82 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation, and management; financial and personnel decision-making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and 50% or more of the senior management or directors having voting rights. In addition to SAT Circular 82, the SAT issued the Measures for the Administration of Enterprise Income Tax of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises (for Trial Implementation), or “SAT Bulletin 45,” which took effect in September 2011 and was last amended in June 2018, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups, or by PRC or foreign individuals.

If the PRC tax authorities determine that the actual management body of Pubco is within the territory of China, Pubco may be deemed to be a PRC resident enterprise for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, Pubco will be subject to the uniform 25% enterprise income tax on its worldwide income, which could materially reduce Pubco’s net income. In addition, Pubco will also be subject to PRC enterprise income tax reporting obligations. Finally, dividends payable by Pubco to its investors and gains on the sale of its shares may become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of Pubco would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that Pubco is treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in Pubco Class A Ordinary Shares. Although up to the date of this proxy statement/prospectus, we have not been notified or informed by the PRC tax authorities that we have been deemed to be resident enterprises for the purpose of the EIT Law, there is no assurance that we will not be deemed to be resident enterprises in the future.

The filing with the CSRC is required in connection with the Business Combination, and we cannot predict whether it will be able to obtain such approval or complete such filing.

On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures” or the “Trial Measures”) and circulated five supporting guidelines, which became effective on March 31, 2023.

According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either indirect or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any 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 fiscal year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where an issuer applies for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures, which filing shall be submitted within three business days after the issuer submits its application documents relating to the initial public offering and/or listing or after the first public announcement of the relevant transaction (if the submission of relevant application documents is not required). The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

Guidance for Application of Regulatory Rules — Overseas Offering and Listing No.1, promulgated by CSRC together with the Overseas Listing Trial Measures, provides that if a domestic enterprise completes an overseas offering through an overseas special purposes acquisition company, it shall submit the filing materials within three business days after such overseas special purposes acquisition company publicly announces such acquisition transaction. In addition, according to the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Enterprises promulgated by the CSRC on its official website on February 17, 2023, the companies that have already been listed on overseas stock exchanges prior to March 31, 2023 or the companies that have obtained the approval from overseas supervision administrations or stock exchanges for its offering and listing prior to March 31, 2023 and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for its listing, but are required to make filings for subsequent offerings in accordance with the Overseas Listing Trial Measures. Companies that have already submitted an application for an initial public offering to overseas supervision administrations but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing prior to March 31, 2023 may arrange for the filing within a reasonable time period and should complete the required CSRC filing procedure, the completion of which will be published on the CSRC website, prior to such companies’ overseas issuance and listing.

Because Pubco had not received the approval from the SEC and Nasdaq for the Business Combination prior to March 31, 2023, we are required to complete the filing procedure under the Overseas Listing Trial Measures prior to the consummation of the Business Combination and the listing of Pubco Ordinary Shares on Nasdaq. We have submitted a filing with the CSRC with respect to the Business Combination and provided all of the supplementary materials required by the CSRC, but as of the date of this proxy statement/prospectus, the CSRC has not concluded its review process. Other than routine correspondence with the CSRC in connection with the CSRC filing procedures, we have not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination. If we fail to complete the required filing procedures for the Business Combination and the listing of Pubco Ordinary Shares on Nasdaq, the Business Combination Agreement may be terminated in accordance with its terms, and the Business Combination may not be consummated. Aimei Health, Pubco and we will not consummate the Business Combination without first completing the CSRC filing and receiving the CSRC approval under the Overseas Listing Trial Measures.

We may not be able to complete the CSRC filing procedures, obtain the approvals or authorizations, or complete the required procedures or other requirements in a timely manner, or at all. Any failure or perceived failure of us to fully comply with the Overseas Listing Trial Measures may subject us to adverse regulatory actions, including an order to rectify, a warning and fines ranging from RMB1,000,000 to RMB10,000,000, and the person directly in charge and other directly responsible individuals may also be subjected to adverse regulatory actions, including a warning and fines ranging from RMB500,000 to RMB5,000,000. These penalties could materially hinder our ability to consummate the Business Combination and adversely affect our financial condition and results of operations.

Furthermore, the Overseas Listing Trial Measures are recently enacted, and future implementing rules or amendments may impose additional compliance obligations on us, our affiliates, or our PRC subsidiaries. If the CSRC or other PRC authorities were to require changes to our corporate structure, governance, or operations during the review process, we may be required to file a post-effective amendment or supplemental prospectus, or even resolicit stockholder approval. Such requirements could delay or jeopardize the closing of the Business Combination. In addition, any such delay may cause our financial statements and disclosures included in this proxy statement/prospectus to become stale under the applicable SEC rules, requiring costly updates and additional filings that could further postpone stockholder approval or completion of the Business Combination.

As a result, there is significant uncertainty as to whether we will be able to obtain all necessary CSRC approvals or complete all required filings, and any failure to do so could materially and adversely affect our business, results of operations, and the value of Pubco Ordinary Shares.

The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law” (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. The Opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. We may also be required to file with the CSRC in connection with any of our future offering and listing on an overseas market, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.

On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” (the “Provisions”) and became effective on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.

In addition, the Opinions, the Trial Measures, the revised Provisions, and any related implementing rules thereto may evolve and subject us to additional compliance requirements in the future, in which case there is no guarantee that we will be able to comply with any additional regulatory requirements, which may arise from the evolving interpretation of the Opinions, the Trial Measures, or any related implementing rules thereto. Any failure or perceived failure by PRC domestic companies to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business.

On December 28, 2021, 13 governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to critical information infrastructure operators (the “CIIOs”) that intend to purchase Internet products and services, net platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses personal information of at least one million users must proactively apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. The Cybersecurity Review Measures also provide that relevant regulatory authorities may initiate a cybersecurity review upon a company when they believe such company’s network products, services, or data processing activities pose risks on national security.

As of the date of this proxy statement/prospectus, we have not received any notice from any authorities identifying any of our entities as CIIOs or requiring us to go through cybersecurity review or network data security review by the CAC. Further, we have not been subject to any penalties, fines, suspensions, investigations from any competent authorities for violation of the regulations or policies that have been issued by the CAC to date. As confirmed by our PRC counsel, Yongxing Law Firm, our operations and Pubco’s listing are not expected to be affected by, or subject to, cybersecurity review by the CAC under the Cybersecurity Review Measures, given that none of our entities are (i) network platform operators engaging in data processing activities that affect or may affect national security; (ii) critical information infrastructure operators purchasing cyber products or services that affect or may affect national security; or (iii) network platform operators with personal information data of more than one million users. There remains uncertainty, however, as to how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and Regulations on Administration of Network Data Security (effective on January 1, 2025). If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. We cannot guarantee, however, that we will not be subject to cybersecurity review and network data security review in the future. During such reviews, we may be required to suspend their operations or experience other disruptions to their operations. Cybersecurity review and network data security review could also result in negative publicity with respect to us and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations.

If (i) we do not receive or maintain any required approval, or fails to complete any required review or filings, (ii) we inadvertently concludes that such approval, review or filing is not required, or (iii) applicable laws, regulations, or interpretations change such that it becomes mandatory for us to obtain any approval, review or filing in the future, we may have to expend significant time and costs to comply with these requirements. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against it, and other forms of sanctions, and our ability to conduct its business, invest into China as foreign investments or accept foreign investments, complete the Transactions, or list on a U.S. or other overseas exchange may be restricted, and its business, reputation, financial condition, and results of operations may be materially and adversely affected. Further, our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and the value of our securities may significantly decline.

Failure to comply with PRC Data Security and Personal Information Protection Laws could result in a material adverse effect on our business operations, financial condition, and the value of our securities.

On June 10, 2021, the Standing Committee of the National People’s Congress (“SCNPC”) promulgated the PRC Data Security Law, which took effect on September 1, 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical

protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. As uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we will comply with such regulations in all respects, and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We may also become subject to fines and/or other sanctions which may have material adverse effect on our business, operations and financial condition.

On August 20, 2021, the SCNPC promulgated the PRC Personal Information Protection Law, or the PIPL, which took effect in November 2021. In addition to other rules and principles of personal information processing, the PIPL specifically provides rules for processing sensitive personal information. Sensitive personal information refers to personal information that, once leaked or illegally used, could easily lead to the infringement of human dignity or harm to the personal or property safety of an individual, including biometric recognition, religious belief, specific identity, medical and health, financial account, personal whereabouts and other information of an individual, as well as any personal information of a minor under the age of 14. Only where there is a specific purpose and sufficient necessity, and under circumstances where strict protection measures are taken, may personal information processors process sensitive personal information. A personal information processor shall inform the individual of the necessity of processing such sensitive personal information and the impact thereof on the individual’s rights and interests apart from the matters of, including without limitation, name and contact number of the processor, processing purpose and method, type to be processed, preservation period of the information, means and procedures by which individuals exercise the rights provided by the PIPL. As uncertainties remain regarding the interpretation and implementation of the PIPL, we cannot assure you that we will comply with the PIPL in all respects and regulatory authorities may order us to rectify or terminate our current practice of collecting and processing sensitive personal information.

While we take various measures to comply with all applicable data privacy and protection laws and regulations, there is no guarantee that our current security measures and those of our third-party service providers may always be adequate for the protection of our customer or company data. Any failure, or perceived failure to maintain the security of our user data or to comply with applicable PRC or foreign privacy, data security and personal information protection laws and obligations may result in civil or regulatory liability, including governmental or data protection authority enforcement actions and investigations, fines, penalties, enforcement orders requiring us to cease operating in a certain way, litigation, or adverse publicity, and may require us to expend significant resources in responding to and defending allegations and claims, all of which may have material adverse effect on our business, operations and financial condition. In addition, compliance with applicable laws on data privacy requires substantial expenditure and resources, including to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us on a jurisdiction-by-jurisdiction basis, which would impose significant burdens and costs on our operations or may require us to alter our business practices.

Chinese regulatory authorities could disallow our holding company structure, which may result in a material change in our operations and/or a material change in the value of the securities that Pubco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

Although the PRC government has increasingly open attitude towards absorbing foreign investment in general, it still implements the Special Administrative Measures for Access of Foreign Investments (the “Negative List”). Under the Negative List, foreign investors shall not invest in any forbidden fields stipulated in the Negative List and shall meet the conditions stipulated in the Negative List before investing in any restricted fields. While as of the date of this proxy statement/prospectus, our main business, hydrogen energy solutions and hydrogen commercial applications is not restricted or prohibited by the Negative List, the PRC government revises the Negative List from time to time; although the scope of the Negative List tends to be defined more narrowly over the time, it remains uncertain whether our existing business or future business will be included in future revisions. If the business of our PRC subsidiaries is deemed as a restricted or prohibited business based on the Negative List, our corporate structure post-Business Combination may be considered illegal and required to be restructured by the Chinese government, which may adversely affect our operations and the value of the securities it is registering for sale.

On July 4, 2014, the PRC SAFE (“SAFE”) issued the SAFE Circular 37 (“SAFE Circular 37”), which requires PRC residents, including PRC individuals and institutions, to register with SAFE or its local branches in connection with their direct establishment or indirect control of an offshore special purpose vehicle, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or

interests. In addition, such PRC residents must update their foreign exchange registrations with SAFE or its local branches when the offshore special purpose vehicles in which such residents directly hold equity interests undergo material events relating to any changes of basic information (including changes of such PRC individual shareholders, names, and operation terms), increases or decreases in investment amount, share transfers or exchanges, or mergers or divisions. As of the date of this proxy statement/prospectus, all of our PRC resident shareholders, namely Ma Xia and Li Yao, who indirectly hold more than 65% of the shares of United Hydrogen Group Inc. through their respective BVI companies, have completed SAFE Circular 37 Registration and are in compliance. We attempt to comply and ensure that, following the consummation of the Business Combination, its shareholders who are subject to these rules comply with the relevant requirements. However, we may not be fully informed of the identities of all their shareholders or beneficial owners who are PRC residents, and therefore, we may not be able to identify all shareholders or beneficial owners who are PRC residents to ensure their compliance with the SAFE Circular 37 or other related rules. In addition, there is no assurance that all such shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain, or update any applicable registrations or comply with other requirements required by the SAFE Circular 37 or other related rules in a timely manner. Even if such shareholders and beneficial owners who are PRC residents comply with such request, there is no assurance that they will successfully obtain or update any registration required by the SAFE Circular 37 or other related rules in a timely manner. If any of such shareholders who is a PRC resident, as determined by SAFE Circular 37, fails to fulfill the required foreign exchange registration, it will be deemed illegal for such shareholder to directly or indirectly hold Pubco’s equity under the PRC laws. Furthermore, if PRC authorities disallow such shareholder to own Pubco’s equity, Pubco’s PRC subsidiaries may be prohibited from distributing dividends to Pubco or from carrying out other subsequent cross-border foreign exchange activities, and Pubco may be restricted in its ability to contribute additional capital to its PRC subsidiaries, which may adversely affect our operations and the value of the securities that Pubco is registering for sale.

Furthermore, if future laws, administrative regulations, or provisions mandate further actions to be taken by us with respect to existing corporate structure, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our corporate structure, resulting in a material change in our operations and/or a material change in the value of Pubco Ordinary Shares, including that it could cause the value of Pubco Ordinary Shares to significantly decline or become worthless.

Future changes in PRC Outbound Direct Investment Regulations could impact our ability to make further outbound investments.

According to the Administrative Measures on Overseas Investments, effective as of October 6, 2014, the Opinions on Further Guiding and Regulating Outbound Investment, effective as of August 4, 2017, the Administrative Measures for the Outbound Investment by Enterprises, dated December 26, 2017, and any other applicable rules and regulations of the PRC for outbound direct investments, Chinese enterprises are required to complete an Outbound Direct Investment (ODI) registration when investing in overseas enterprises. This ODI registration requirement applies to the establishment of new entities, the acquisitions of equity, and the obtaining of direct or indirect ownership of an overseas company, including control rights, business management, and other forms of ownership.

Failure to comply with ODI registration requirements can result in significant legal and operational risks, including penalties and restrictions on future outbound investments. As of the date of this proxy statement/prospectus, our company and its institutional shareholders have completed the necessary ODI registrations. However, any future changes in the regulatory environment or stricter enforcement of existing regulations could impact our ability to make further outbound investments. Such failure could adversely affect our expansion plans and financial performance. Additionally, any delays or issues in maintaining compliance with ODI registration requirements could result in operational disruptions and increased compliance costs.

We face uncertainties with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law (the “FIL”), which took effect on January 1, 2020 (with the Implementation Rules to the FIL come into effect from the same day) and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations, to become the legal foundation for foreign investment in the PRC.

The PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The PRC Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the PRC Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.

According to the PRC Foreign Investment Law, the State Council will publish or approve to publish the “negative list” for special administrative measures concerning foreign investment. The PRC Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list”. While as of the date of this proxy statement/prospectus, our main business, hydrogen energy solutions and hydrogen commercial applications, is not restricted or prohibited by the Negative List, However, in the event the 2024 Negative List is amended in the future to include any of the business we are operating, our ownership structure could be subject to change.

The Foreign Investment Law and the Implementation Regulations impose information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security. Any foreign investors or foreign-invested enterprises found to be non-compliant with these reporting obligations may be subject to fines or administrative liabilities.

In addition, the FIL provides that foreign-invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within a five-year transition period, which means that we may be required to adjust the structure and corporate governance of certain of our PRC subsidiaries in such transition period. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance and business operations.

In addition, the PRC Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in RMB or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC subsidiaries.

Pubco is an offshore holding company with its operations conducted in China post-Business Combination. Pubco may make loans to its PRC subsidiaries subject to the approval, registration, and filing with governmental authorities and limitation of amount, or it may make additional capital contributions to its wholly foreign-owned subsidiaries in China. Any loans to its wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to foreign exchange loan registrations with the National Development and Reform Commission, or the NDRC, and SAFE or its local branches. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the

following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the SAFE on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, and last amended on March 23, 2023. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third-party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. SAFE promulgated the Notice of the SAFE on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this Business Combination to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

On October 23, 2019, SAFE promulgated the Circular of the SAFE on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity investments in China, with genuine investment projects and in compliance with effective foreign investment restrictions and other applicable laws.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Some of our leasehold interests may be defective, which may challenge or affect our right to use the leased properties. In addition, we have not completed registration procedures in respect of our leased properties with the relevant PRC authorities.

We lease a number of properties for our office, facilities, service centers, inventories, and infrastructures, (“Leased Properties”) across China. Certain Leased Properties are not used in accordance with PRC laws and our leasehold interests in such Leased Properties are therefore under defective situations.

We have not been provided by certain lessors with the applicable certificates, approvals, consents or other similar documents proving their right to lease or sublease these Leased Properties to us. If any lessor is not the owner of the Leased Properties, or is not entitled to lease or sublease the Leased Properties to us, or have not obtained consents from the owners or their lessors or permits or approvals from the relevant governmental authorities, we may not be able to enforce our rights to lease such Leased Properties under the respective lease agreements against the lessors and our leases may be invalidated. For example, certain of our Leased Properties are currently located on allocated lands or collectively-owned construction lands, and the lessors have not provided the title certificates to these Leased Properties or the governmental or other applicable approval permitting the leases. If the lessor fails to obtain such approval, our leases may be invalidated or challenged, and we may also need to vacate our premises.

In addition, certain Leased Properties might have been mortgaged by the landlords to third parties before entering into lease agreements with us. If the mortgagees of these Leased Properties exercise their mortgage right, we will not be able to continue our leases on the said properties.

Under PRC laws, all lease agreements are required to be registered with the local land and real estate administration bureau. Although failure to do so does not in itself invalidate the leases, the leases may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. As of the date of this proxy statement/prospectus, the lease agreements of our PRC subsidiaries have not been registered with relevant governmental authorities. If any competent authority requires that we complete such lease registrations within a prescribed period of time, we will use our best efforts to comply with such requirements. In the event that any fine is imposed on our PRC subsidiaries for their failure to register their lease agreements, these PRC subsidiaries may not be able to recover such losses from the lessors. However, as the fines, if any, will be minor, the business and financial results of our PRC subsidiaries will not be materially affected.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

As a company incorporated under the laws of the Cayman Islands, Pubco conducts its operations through its subsidiaries in the mainland PRC. In addition, following the closing of the Business Combination, five out of our five directors, and all of our executive officers, namely Xia Ma, and Weina Lin, are residents of the PRC. All or a substantial portion of the assets of our directors and officers are located within China. As a result, it may be difficult for you to effect service of process upon those persons inside the PRC. It may be difficult for you to enforce judgments obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and its officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us, or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or its directors and officers if (i) the foreign court does not have jurisdiction over the case in accordance with Article 301 of the PRC Civil Procedures Law; (ii) The respondent was not duly summoned, or although duly summoned, was not given a reasonable opportunity to present and argue the case, or a party without litigation capacity was not properly represented; (iii) the judgment or ruling was obtained through fraud; (iv) the PRC court has already rendered a judgment or ruling on the same dispute, or has already recognized a judgment or ruling on the same dispute by a third country’s court; and (v) recognition and enforcement of the judgment would violate the basic principles of the laws of the People’s Republic of China or harm its sovereignty, security, or public interests.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with counterparts of another country or region to monitor and oversee cross border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law (“Article 177”), which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for some acquisitions of

Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC (“MOFCOM”), be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the PRC National People’s Congress, which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. On December 19, 2020, the Measures for the Security Review for Foreign Investment was jointly issued by NDRC and MOFCOM and took effect from January 18, 2021. The Measures for the Security Review for Foreign Investment specified provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes and procedures, among others.

In the future, we may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM or its local counterparts or other relevant governmental authorities, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The approval of the CSRC, the CAC, or other PRC regulatory agencies may be required in connection with the Business Combination under a PRC regulation or any new laws, rules or regulations to be enacted, and if required, we cannot assure you that we will be able to obtain such approval.

The M&A Rules adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals 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. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas listings. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. Currently, there is no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

Our PRC counsel has advised us based on their understanding of the current PRC law, rules and regulations that the CSRC’s approval under the M&A Rules is not required for this Business Combination (including the offering of ordinary shares to U.S. investors) and the listing and trading of our ordinary shares on Nasdaq in the context of this Business Combination, given that:

•        the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this proxy statement/prospectus are subject to this regulation; and

•        WFOE was not established by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rules, and the acquisition of the equity of a foreign-invested enterprise shall not be a merger or acquisition of the equity or assets of a “PRC domestic enterprise” as defined under the M&A Rules.

However, uncertainty remains as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules or overseas offering approval. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do.

Because our business is conducted in RMB and the price of Pubco Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition. Changes in the conversion rate between the United States dollar and the RMB will affect the amount of proceeds we will have available for our business.

Our business is conducted in the PRC; our books and records are maintained in RMB, which is the only lawful currency of the PRC; and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the RMB and U.S. dollars affect the value of our assets

and the results of our operations in United States dollars. The value of the RMB against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition. Further, our ordinary shares offered by this prospectus are offered in United States dollars, and we will need to convert the net proceeds we receive into RMB in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the RMB will affect that amount of proceeds we will have available for our business.

There remains significant international pressure on the Chinese government to adopt a flexible currency policy that allows RMB to appreciate against the U.S. dollar. Significant revaluation of RMB may have a material and adverse effect on your investment. Substantially all of our revenues and costs are denominated in RMB. Any significant revaluation of RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares in U.S. dollars. A significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our ordinary shares, and if we decide to convert RMB into U.S. dollars for the purpose of making dividend payments on our ordinary shares, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to Pubco’s listing on Nasdaq or future offerings of its securities in the U.S.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act. On December 18, 2020, the HFCA Act was signed into law.

On March 24, 2021, the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the HFCA Act. In the announcement, the SEC clarifies that before any issuer will have to comply with the interim final amendments, the SEC must implement a process for identifying covered issuers. The announcement also stated that the SEC staff is actively assessing how best to implement the other requirements of the HFCA Act, including the identification process and the trading prohibition requirements.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of Pubco and the prohibition of trading in its securities if the PCAOB is unable to inspect Pubco’s accounting firm at such future time.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that the Board is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act.

The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in Pubco Class A Ordinary Shares to lose confidence in Pubco’s audit procedures and reported financial information and the quality of its financial statements.

Pubco’s auditor, Enrome LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this proxy statement/prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Pubco’s auditor is headquartered in Singapore, and it is subject to PCAOB inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of Pubco’s auditor and Pubco’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, the recent developments would add uncertainties to the closing of Business Combination and there is no assurance whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to Pubco since Pubco is an emerging growth company and the majority of its operations are conducted in China. Furthermore, if the PCAOB is unable to inspect Pubco’s accounting firm in the future, the HFCA Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within two years, as amended, will prohibit trading in its securities, and, as a result, an exchange may determine to delist Pubco’s securities and trading in such securities could be prohibited.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

Risks Related to Aimei Health and the Business Combination

The shareholders of Aimei Health may experience substantial dilution as a consequence of the issuance of ordinary shares in or after the Business Combination, and will exercise less influence over management.

Upon the issuance of 150,000,000 Pubco Class A Ordinary Shares at $10.00 per share in the Business Combination, the percentage ownership held by current Aimei Health shareholders in Pubco will be diluted. The ultimate ownership percentage of current Aimei Health shareholders as a group post-Business Combination will depend on how many Aimei Health Ordinary Shares are redeemed by their holders in the Business Combination. For illustrative purposes, current Aimei Health shareholders, as a group, will own (i) 6.53% of the Pubco Class A Ordinary Shares outstanding immediately after the Business Combination, assuming no Public Shareholders exercise the redemption rights, (ii) 4.47% of the Pubco Class A Ordinary Shares outstanding immediately after the Business Combination, assuming 50% redemptions by the Aimei Health Public Shareholders of their Aimei Health ordinary shares (iii) 2.33% of the Pubco Class A Ordinary Shares outstanding immediately after the Business Combination, assuming maximum contractual redemptions by the Aimei

Health Public Shareholders of their Aimei Health ordinary shares. As a result, current Aimei Health shareholders, as a group, will have a less significant influence on Pubco’s Board of Directors, management and policies. For a more detailed illustration of the numbers of shares and percentage interests outstanding under various redemption scenarios, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus.

Subsequent to the Business Combination, Pubco may, under certain circumstances and without further approval of holders of Pubco Ordinary Shares, issue additional Pubco Ordinary Shares, equity-linked securities, or convertible debt securities of equal or senior rank. Such issuances may serve various purposes, including financing Pubco’s operations and business strategy (such as acquisitions, PIPE investments, or other transactions), adjusting Pubco’s debt-to-equity ratio, or satisfying obligations arising from the exercise of outstanding options or other equity-linked securities. These additional issuances could materially and adversely affect the rights and interests of Aimei Health shareholders who do not redeem their shares in the Business Combination. Specifically, issuing new securities may dilute their ownership and voting power, and reduce their ability to influence corporate actions and decisions. Further, issuing securities at a price below the current market value could immediately diminish the economic value of existing shares. If any new securities are issued with rights or preferences superior to those of existing shareholders — such as preferential voting rights, priority dividend entitlements, or senior liquidation preferences — Aimei Health shareholders could see their positions further subordinated in Pubco’s capital structure. Additionally, the conversion or exercise of equity-linked or convertible securities could exacerbate this dilution, particularly if these securities contain terms favorable to their holders.

Because of the dual-class voting structure of Pubco and the disparate voting power of the Class A Ordinary Shares and Class B Ordinary Shares, the beneficial owner of the Class B Ordinary Shares, Ms. Xia Ma, Pubco’s Chairperson of the Board of Directors, will own 93.15% of the aggregate voting power of Pubco Ordinary Shares (assuming no redemptions) and her interests may not align with the interests of the other Pubco shareholders.

The dual-class structure of Pubco Ordinary Shares has the effect of concentrating voting control in Ms. Xia Ma, Chairperson of the Board of Directors of Pubco, because following the consummation of the Business Combination she will beneficially own 93.15% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Aimei Health Public Shareholders, or 93.53% of the aggregate voting power assuming maximum contractual redemptions by the Aimei Health Public Shareholders, of their Aimei Health ordinary shares. This presents certain risks since her interests may not be aligned with the interests of Pubco’s other shareholders in all circumstances.

Pubco has a dual-class voting structure, consisting of Pubco Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Pubco Class A Ordinary Shares are entitled to one vote per share, and holders of Pubco Class B Ordinary Shares are entitled to ten (10) votes per share. This unbalanced and disparate allocation of voting power will cause Ms. Xia Ma, as the sole beneficial owner of Pubco Class B Ordinary Shares, to have a disparately higher concentration of voting power, representing approximately 93.15% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Aimei Health Public Shareholders, or 93.53% of the aggregate voting power assuming maximum contractual redemptions by the Aimei Health Public Shareholders, of their Aimei Health ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Ms. Ma, she will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions.

Ms. Ma, in her capacity as the ultimate controlling shareholder of Pubco, may take actions that are not in the best interests of Pubco or its other shareholders. These corporate actions may be taken even if they are opposed by Pubco’s other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions that other shareholders may consider favorable, including ones in which other shareholders might otherwise receive a premium for their shares. Future issuances of Pubco Class B Ordinary Shares may also be dilutive to the holders of Pubco Class A Ordinary Shares. As a result, the market price of Pubco Class A Ordinary Shares could be adversely affected.

The fairness opinion obtained by the Aimei Health board of directors will not reflect changes, circumstances, developments, or events that may have occurred or may occur after the date of the opinion.

CHFT has provided a fairness opinion to the Aimei Health board of directors stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by CHFT in preparing such opinion, the aggregate consideration to be paid in the Business Combination Agreement is fair from a financial point of view to Aimei Health.

The Aimei Health board of directors has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from CHFT, and the Aimei Health board of directors does not expect to receive an updated fairness opinion prior to the completion of the Business Combination.

The opinion does not reflect changes, circumstances, developments, or events that may have occurred or may occur after the date of the opinion, including changes in the operations and prospects of United Hydrogen, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of United Hydrogen and on which the fairness opinion was based, and that may alter the value of United Hydrogen prior to consummation of the Business Combination. The value of United Hydrogen could be materially different from its value as of, the date of CHFT’s opinion, and CHFT’s does not speak as of the time the Business Combination will be completed or as of any date other than the date of such opinion. Aimei Health does not anticipate asking CHFT to update CHFT’s opinion, and CHFT does not have an obligation or responsibility to update, revise, or reaffirm its opinion based on circumstances, developments, or events that may have occurred or may occur after the date of the opinion. The written opinion of CHFT is attached as Annex F to this proxy statement/prospectus and is incorporated by reference herein.

Litigation relating to the Business Combination could result in an injunction preventing the completion of the Business Combination and/or substantial costs to Aimei Health and the combined company.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Aimei Health’s liquidity and financial condition.

Lawsuits that may be brought against Aimei Health or its directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Business Combination Agreement already implemented and to otherwise enjoin the parties from consummating the Business Combination. One of the closing conditions to the Business Combination is that no injunction by any court, administrative agency, or other governmental entity has been entered and continues to be in effect and no law having such effect has been adopted or is effective. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, that injunction may delay or prevent the Business Combination from being completed within the expected timeframe or at all, which may adversely affect Aimei Health’s and Pubco’s respective business, financial position and results of operation.

There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination are completed may adversely affect the combined company’s business, financial condition, results of operations, and cash flows.

Additional shares or other equity securities of Pubco may be issued without the approval of Aimei Health or its shareholders, which would dilute the ownership interests of Aimei Health shareholders and may depress the market price of Pubco’s shares.

Additional shares of Pubco or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness may be issued without the approval of Aimei Health and its shareholders, in a number of circumstances.

Such issuance of additional shares of Pubco or other equity securities of equal or senior rank could have the following effects:

•        the proportionate ownership interest in Pubco held by former Aimei Health shareholders will decrease;

•        the relative voting strength of shares of Pubco issued to former Aimei Health shareholders may be diminished; or

•        the market price for shares of Pubco may decline.

Pubco’s share price may be volatile and could decline substantially.

The market price of Pubco’s Class A Ordinary Shares may be volatile, both because of actual and perceived changes in Pubco’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in Pubco’s share price may include, among other factors discussed in this prospectus, the following:

•        actual or anticipated variations in the financial results and prospects of the combined company or other companies in hydrogen business;

•        changes in financial estimates by research analysts;

•        changes in the market valuations of other companies;

•        announcements by Pubco or its competitors of new services or products, expansions, investments, acquisitions, strategic partnerships or joint ventures;

•        mergers or other business combinations involving Pubco;

•        additions and departures of key personnel and senior management;

•        changes in accounting principles;

•        the passage of legislation or other developments affecting Pubco or its industry;

•        the trading volume of Pubco’s Class A Ordinary Shares in the public market;

•        the release of lockup, escrow or other transfer restrictions on Pubco’s outstanding equity securities or sales of additional equity securities;

•        potential litigation or regulatory investigations;

•        changes in economic conditions, including fluctuations in global and Chinese economies;

•        financial market conditions;

•        natural disasters, terrorist acts, acts of war or periods of civil unrest; and

•        the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of Pubco’s Class A Ordinary Shares.

The sale or availability for sale of substantial amounts of Pubco Class A Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of Pubco Class A Ordinary Shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of Pubco Class A Ordinary Shares and could materially impair Pubco’s ability to raise capital through equity offerings in the future. Pubco Class A Ordinary Shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. Shares of Pubco Class A Ordinary Shares to be issued to certain the existing shareholders of United Hydrogen and to the Sponsor and other Initial Shareholders in connection with the Business Combination, which represents a significant portion of the Pubco’s total capitalization upon closing of the Business Combination, will be relieved from the lock-up restriction on sale upon expiration of the applicable lock-up period and may be available for sale privately or in the public market, subject to certain other restrictions under the applicable laws. The lock-up period applicable to both such existing shareholders of United Hydrogen and the Sponsor is: (i) six (6) months from and after the closing of the Business Combination; (ii) the date following the closing of the Business Combination on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Pubco Class A Ordinary Shares for cash, securities or other property; or (iii) the date on which the closing sale price of the Pubco Class A Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day

period commencing at least 150 days after the closing of the Business Combination. Certain shares of Pubco Class A Ordinary Shares to be held by United Hydrogen’s certain existing shareholders after the Business Combination are not subject to the aforementioned lock-up restrictions and may be sold in the public market any time after the Business Combination subject to the restrictions in Rule 144 and Rule 701 under the Securities Act.

The grant and future exercise of registration rights may adversely affect the market price of Pubco’s securities upon consummation of the Business Combination.

Pursuant to the registration rights agreements to be entered into in connection with the Business Combination, which are described elsewhere in this proxy statement/prospectus, certain shareholders can demand that Pubco register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that Pubco undertakes. Following the consummation of the Business Combination, Pubco intends to file and maintain an effective registration statement under the Securities Act covering such securities.

The registration of these securities will permit the public resale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco Class A Ordinary Shares after the Business Combination.

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of Pubco’s shares may decline.

The market price of Pubco’s shares may decrease as a result of the Business Combination if Pubco does not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts, or at all, or if the effect of the Business Combination on Pubco’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Pubco’s shares may experience a loss as a result of a drop in the market price of Pubco’s shares. In addition, a decline in the market price of Pubco’s shares could adversely affect Pubco’s ability to issue additional securities and obtain financing in the future.

In addition, following the Business Combination, fluctuations in the price of Pubco’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Pubco’s securities. Accordingly, the valuation ascribed to Pubco’s securities in the Business Combination may not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active market for Pubco’s securities develops and continues, the trading price of its securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions that must be fulfilled in order to complete the Business Combination. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after shareholder approval, or Aimei Health or United Hydrogen may elect to terminate the Business Agreement in certain other circumstances. See the discussion in this proxy statement/prospectus under the caption, “Proposal No.1 — The Business Combination Proposal — The Business Combination Agreement — Termination.”

Termination of the Business Combination could negatively impact Aimei Health.

If the Business Combination is not completed for any reason, including as a result of the shareholders of Aimei Health declining to approve the proposals required to effect the Business Combination, the ongoing business of Aimei Health may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Aimei Health would be subject to a number of risks, including the following:

•        Aimei Health may experience negative reactions from the financial markets, including negative impacts on its stock price;

•        Aimei Health will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not it is completed; and

•        since the Business Combination Agreement restricts the conduct of Aimei Health’s businesses prior to completion of the Business Combination, Aimei Health may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

Aimei Health will be forced to liquidate the Trust Account if it cannot consummate a business combination by December 6, 2025 (or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association). In the event of a liquidation, Aimei Health’s Public Shareholders will receive approximately $[•] per share and the Aimei Health Rights will expire worthless.

If Aimei Health is unable to complete a business combination by December 6, 2025 (or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association) and is forced to liquidate, the per-share liquidation distribution will be approximately $[•], without taking into account additional deposits into the Trust Account to further extend the date by which Aimei Health has to consummate a business combination. Furthermore, in such an event, Aimei Health’s Rights will expire worthless as a result of Aimei Health’s failure to complete a business combination.

Aimei Health’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Aimei Health’s ability to continue as a “going concern.”

As of June 30, 2025, Aimei Health had $2,138 in cash, $44,511,399 in its Trust Account, and working capital deficit of $2,169,328. Subsequent to the consummation of the IPO, Aimei Health’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. Aimei Health has incurred and expects to continue to incur significant costs as a public company (for legal, financial reporting, accounting, and auditing compliance), as well as expenses in connection with its proposed Business Combination with United Hydrogen. Aimei Health cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination (including the proposed Business Combination with United Hydrogen) will be successful. These factors, among others, raise doubt about Aimei Health’s ability to continue as a going concern one year from the issuance date of the unaudited financial statements for the six months ended June 30, 2025. The unaudited financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from Aimei Health’s inability to continue as a going concern.

You must tender your ordinary shares in order to validly seek redemption at the Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Aimei Health’s transfer agent, Continental, or to deliver your ordinary shares to Continental electronically using DTC’s DWAC (Deposit/Withdrawal at Custodian) System, in each case at least two business days before the Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

The Initial Shareholders who own ordinary shares and private placement units will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Shareholders of Aimei Health owned an aggregate of 2,057,000 ordinary shares. They have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Aimei Health is unable to consummate a business combination. Based on a market price of $[•] per share and $[•] per unit on the Record Date, the value of these shares was approximately $21.8 million. These ordinary shares acquired by the Initial Shareholders prior to the IPO will be worthless if Aimei Health does not consummate a business combination. Consequently, directors’ and officers’ discretion in identifying and selecting United Hydrogen Group Inc. as a suitable target business may result in a conflict of interest when determining whether the terms, conditions, and timing of the Business Combination are appropriate and in Aimei Health’s Public Shareholders’ best interest.

If Aimei Health’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Aimei Health’s securities.

Aimei Health’s Initial Shareholders are entitled to make a demand that it registers the resale of their insider shares at any time after the consummation of a business combination. Additionally, Aimei Health’s Initial Shareholders, officers, and directors are entitled to demand that Aimei Health register the resale of the shares underlying any securities its Initial Shareholders, officers, directors, or their affiliates may be issued in payment of working capital loans made to us at any time after Aimei Health consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be additional 2,057,000 ordinary shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of Aimei Health’s securities. Aimei Health’s Initial Shareholders may sell all or a significant portion of these shares upon registration of such shares for resale even if the then trading price of Pubco’s securities is considerably lower than the current trading price of the Aimei Health ordinary shares, which may further exacerbate the ability of securities of Aimei Health (or Pubco upon Closing) to trade at a premium to its current market price.

In the event that a significant number of Public Shares are redeemed, Pubco’s securities may become less liquid following the Business Combination.

If a significant number of public shares are redeemed, Aimei Health may be left with a significantly smaller number of shareholders. As a result, trading in the shares of Pubco may be limited and your ability to sell your shares in the market could be adversely affected. Pubco intends to apply to list its Class A Ordinary Shares on Nasdaq, and Nasdaq may not list Pubco’s securities, which could limit investors’ ability to make transactions in Aimei Health’s securities and subject Aimei Health to additional trading restrictions.

Pubco will be required to meet the initial listing requirements to be listed on Nasdaq following the Business Combination. Pubco may not be able to meet those initial listing requirements or it may not be able to maintain the listing of its securities in the future.

If Pubco fails to meet the listing requirements and Nasdaq does not list its securities on its exchange, the Business Combination will not close. In connection with the shareholder vote on the Business Combination, holders of Aimei Health’s ordinary shares (excluding the Sponsor) have the right to redeem their ordinary shares for cash at a redemption price of approximately $[•] per share. Any redemptions of its ordinary shares will also reduce the public float and the number of shareholders that Aimei Health has. In light of these redemption rights, Aimei Health cannot give assurance that it will be able to satisfy either the Nasdaq public float requirement or the Nasdaq minimum number of round lot shareholders currently or as of a particular date. It is possible that, in order to meet the Nasdaq listing requirements, Aimei Health and/or Pubco may have to raise additional funding, either through a private placement or a backstop arrangement, with no assurance that they will be able to obtain the necessary funding on reasonable terms, if any.

In addition, in order to assist its ability to comply with Nasdaq initial listing standards, Pubco may also seek to register with the SEC the resale of the Ordinary Shares held by its current shareholders in addition to the registration of the Ordinary Shares covered by this proxy statement/prospectus. Such additional registration statement, upon effectiveness, would allow for the Ordinary Shares held by nonaffiliates of Pubco to be included in Pubco’s public float for purposes of complying with the Nasdaq listing rules.

However, even if Pubco meets the initial listing requirements, if it is subsequently delisted, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for Pubco’s securities;

•        reduced liquidity with respect to Pubco’s securities;

•        a determination that its shares are a “penny stock,” which will require brokers trading in Pubco’s securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Pubco’s securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Legal proceedings in connection with the Business Combination could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against Aimei Health or its directors and officers in connection with the Business Combination. Defending this or any additional lawsuits could require Aimei Health to incur significant costs and draw the attention of its management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the post-combination Company’s business, financial condition, results of operations, and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed-upon timeframe.

Pubco’s ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of the key personnel of Aimei Health and United Hydrogen. The loss of key personnel could negatively impact the operations and profitability of United Hydrogen and its financial condition could suffer as a result.

United Hydrogen and Aimei Health’s key personnel and their efforts play a key role in the Business Combination. Their ability to successfully effect the Business Combination is dependent on the efforts of the key personnel of Aimei Health and United Hydrogen. It is possible that United Hydrogen will lose some key personnel, the loss of which could negatively impact the operations and profitability of United Hydrogen. United Hydrogen anticipates that some or all of its management will remain in place.

The success of United Hydrogen depends to a significant degree upon the continuous contributions of senior management, certain of whom would be difficult to replace. Departure by certain of United Hydrogen officers could have a material adverse effect on Pubco’s business, financial condition, or operating results.

Aimei Health can provide no assurances that its due diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to United Hydrogen’s business, including any material omissions or misstatements contained in this proxy statement/prospectus relating to the Business Combination, than an investor in an initial public offering.

Prior to entering into the Business Combination Agreement, Aimei Health conducted a due diligence review of United Hydrogen and its subsidiaries, including its business and operations; however, Aimei Health cannot assure you that its due diligence review identified all material issues, and certain unexpected risks may arise, and previous known risks may materialize in a manner not consistent with Aimei Health’s preliminary risk analysis. In addition, the scope of due diligence Aimei Health has conducted in conjunction with the Business Combination may be different than would typically be conducted in the event United Hydrogen pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to private investors for any material misstatements or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the ordinary shares that will be issued pursuant to the registration statement of which this proxy statement/prospectus forms a part, and thus no corresponding right of action is available to the shareholders of Aimei Health for any material misstatements or omissions in such registration statement and this proxy statement/prospectus. Thus, as a shareholder, you may be exposed to future losses, impairment charges, write-downs, write-offs, or other charges that could have a significant negative effect on United Hydrogen’s financial condition, results of operations, and the price of its securities, causing you to lose some or all of your investment without recourse against an underwriter that may have been available had United Hydrogen been taken public through an underwritten public offering.

The Sponsor and certain directors and executive officers of Aimei Health have interests in the Business Combination that are different from, or in addition to, those of the shareholders of Aimei Health generally in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

In considering the recommendation of the Aimei Health board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Aimei Health’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Aimei Health’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•        If the Business Combination with United Hydrogen or another business combination is not consummated by December 6, 2025 (or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association), Aimei Health will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the Aimei Health board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the Aimei Health IPO, are expected to be worthless because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares. On the other hand, if the Business Combination is consummated, each outstanding Aimei Health Ordinary Share will be converted into one Pubco Ordinary Share, subject to adjustment as described in the Business Combination Agreement.

•        If Aimei Health is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Aimei Health for services rendered to or, contracted for or, for products sold to, Aimei Health. If Aimei Health consummates a business combination, on the other hand, Aimei Health will be liable for all such claims.

•        Aimei Health’s Initial Shareholders acquired the Founder Shares, which will be converted into Pubco Ordinary Shares in connection with the Business Combination, for an aggregate purchase price of $25,000 prior to the Aimei Health IPO. Based on the average of the high and low prices for Aimei Health ordinary shares on Nasdaq on the Record Date, the value of the Founder Shares outstanding upon the Closing would be $[•].

•        The Sponsor acquired 332,000 Private Placement Units, which will be converted into Pubco Class A Shares in connection with the Business Combination, for an aggregate purchase price of $3,320,000 in the Aimei Health’s IPO. Based on the price of the Public Units on Nasdaq of $[•] on the Record Date, the value of the Private Placement Units outstanding upon the Closing would be $[•].

•        As a result of the prices at which Aimei Health’s Initial Shareholders acquired the Founder Shares and the Private Placement Units, and their current value, the Initial Shareholders could make a substantial profit after the completion of the Business Combination even if Aimei Health Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

•        The Sponsor and Aimei Health’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Aimei Health’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Aimei Health fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Aimei Health may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by December 6, 2025 (or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association).

•        If Aimei Health is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds would be approximately $0.5 million, reflecting the market value of Founder Shares, the market value of Private Placement Units, and out-of-pocket unpaid reimbursable expenses.

•        Aimei Health has provisions in the Aimei Health amended and restated articles of association waiving the corporate opportunities doctrine on an ongoing basis, which means that Aimei Health’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to Aimei Health.

•        The Business Combination Agreement provides for the continued indemnification of Aimei Health’s current directors and officers and the continuation of directors and officers liability insurance covering Aimei Health’s current directors and officers.

•        The Sponsor, the affiliates of the Sponsor, and Aimei Health’s officers and directors may, but are not obligated to, make loans from time to time to Aimei Health to fund certain capital requirements (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s

discretion, up to $1,500,000 of notes may be converted upon consummation of a business combination into additional private units at a price of $10.00 per unit. As of June 30, 2025, there were no amounts outstanding under any Working Capital Loan.

•        The Sponsor agreed, commencing from the date that the Aimei Health’s securities were first listed on Nasdaq, through the earlier of the Company’s consummation of a business combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities, and administrative services, as Aimei Health may require from time to time. Aimei Health agreed to pay to the Sponsor, $10,000 per month, for up to 12 months, subject to extension to up to 24 months. As of June 30, 2025, the unpaid balance was $180,000, which was included in amount due to related party balance.

•        On 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, to extend the date by which Aimei Health has to consummate a business combination from December 6, 2024 to February 6, 2025. On February 5, 2025, Aimei Health held an extraordinary general meeting of shareholders, which approved the proposal by its 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 Aimei Health must consummate its 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, and September 5, 2025, the Sponsor and United Hydrogen caused the third through tenth monthly extension fee of $150,000 to be deposited into the Trust Account, to further extend the deadline from February 6, 2024 to October 6, 2025. The deposit of the first through tenth monthly extension fee is evidenced by a Monthly Extension Promissory Note. The first and second Monthly Extension Promissory Notes are in the principal amount of $227,700 each, shared equally between the Sponsor and United Hydrogen ($113,850 each). The third through tenth Monthly Extension Promissory Note is in the principal amount of $150,000, also shared equally between the Sponsor and United Hydrogen ($75,000 each). Each Monthly Extension Promissory Note bears no interest and is payable in full upon the consummation of the Business Combination. The Sponsor and United Hydrogen have the right, but not the obligation, to convert the Monthly Extension Promissory Note, in whole or in part, into Private Units of Aimei Health, at a price of $10.00 per Unit, each consisting of one ordinary share and one right to receive one-fifth (1/5) of one ordinary share of Aimei Health, immediately prior to the consummation of the Business Combination, by providing Aimei Health with written notices of their intention to convert the Monthly Extension Promissory Note at least two business days prior to the closing of the Business Combination.

The personal and financial interests of the Sponsor and Aimei Health’s officers and directors may have influenced their motivation in identifying and selecting United Hydrogen, completing the Business Combination and may influence their operation of Pubco following the Business Combination. This risk may become more acute as the deadline of December 6, 2025 (or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association) for completing an initial business combination nears.

In addition, Aimei Health has not adopted a policy that expressly prohibits its directors, officers, security holders, or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by Aimei Health or in any transaction to which Aimei Health is a party or has an interest. Aimei Health does not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by United Hydrogen. Accordingly, such persons or entities may have a conflict between their interests and Aimei Health’s.

The Aimei Health board of directors and its officers was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the shareholders of Aimei Health that they vote “FOR” the proposals presented at the Meeting. In considering the recommendations of the Aimei Health board of directors to vote for the proposals, its shareholders should consider these interests.

The exercise of Aimei Health’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in Aimei Health’s shareholder’ best interest.

In the period leading up to Closing, events may occur that, pursuant to the Business Combination Agreement, would require Aimei Health to agree to amend the Business Combination Agreement, to consent to certain actions taken by United Hydrogen or to waive rights that Aimei Health is entitled to under, or conditions of, the Business Combination

Agreement. Such events could arise because of a request by United Hydrogen to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on United Hydrogen’s business and would entitle Aimei Health to terminate the Business Combination Agreement. In any of such circumstances, it would be at Aimei Health’s discretion, acting through the Aimei Health board of directors, to grant its consent or waive those rights or conditions. The existence of the financial and personal interests of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of one or more of the officers and directors between what he, she or they may believe is best for Aimei Health and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Aimei Health does not believe there will be any material changes or waivers that Aimei Health’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. While certain changes could be made without further shareholder approval, Aimei Health will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Neither Aimei Health nor its shareholders will have the protection of any indemnification, escrow, price adjustment, or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by United Hydrogen in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by United Hydrogen and Aimei Health to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Aimei Health and its shareholders will not have the protection of any indemnification, escrow, price adjustment, or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by United Hydrogen in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Aimei Health would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

The shareholders of Aimei Health who are not affiliates of the Sponsor may be exposed to greater risk as a result of becoming shareholders of the combined company through the Business Combination rather than acquiring securities of Pubco directly in an underwritten public offering as a result of the differences between the two transaction structures, including that the Business Combination did not involve an independent due diligence review by an underwriter and that the Sponsor has conflicts of interest in connection with the Business Combination.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of Aimei Health’s securities in connection therewith, investors will not receive the benefit of any outside independent review of the respective finances and operations of Aimei Health and United Hydrogen and their subsidiaries. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, the shareholders of Aimei Health must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

If Pubco became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to include in its legal opinion to the underwriters a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement

(“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as Aimei Health, and no auditor comfort letters or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/prospectus.

In addition, the amount of due diligence conducted by Aimei Health and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of Pubco. Accordingly, it is possible that defects in United Hydrogen’s business or problems with United Hydrogen’s management that would have been discovered if Pubco conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Pubco Ordinary Shares.

Unlike an underwritten initial public offering, the initial trading of the Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on Nasdaq could result in diminished investor demand, inefficiencies in pricing, and a more volatile public price for Pubco’s securities during the period immediately following the listing.

Furthermore, the Sponsor and certain of Aimei Health’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, the interests of the shareholders of Aimei Health generally. Such interests may have influenced Aimei Health’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares in the event the Business Combination is completed, even if the Business Combination causes the trading price of Pubco Class A Ordinary Shares to materially decline.

Activities taken by existing shareholders of Aimei Health to increase the likelihood of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on Aimei Health’s securities.

At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Aimei Health or its securities, the Sponsor, directors, officers, advisors, or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Aimei Health ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Aimei Health’s securities. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares they own, either prior to or immediately after the Meeting.

The Sponsor may beneficially own a significant equity interest in Aimei Health and may take actions that conflict with your interests.

The interests of the Sponsor may not align with the interests of Aimei Health and its other shareholders. The Sponsor is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with Aimei Health. The Sponsor and its respective affiliates may also pursue acquisition opportunities that may be complementary to Aimei Health’s business and, as a result, those acquisition opportunities may not be available to Aimei Health.

Aimei Health and United Hydrogen have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Aimei Health if the Business Combination is not completed.

Each of Aimei Health and United Hydrogen has incurred and expects that it will incur significant, non-recurring costs in connection with the Business Combination and operating as a public company following the Closing. Aimei Health and United Hydrogen may also incur additional costs to retain key employees. Aimei Health and United Hydrogen will also incur significant legal, financial advisor, accounting, banking, and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees, and other costs associated with the Business Combination, which will be paid by Pubco following the Closing. Even if the Business Combination is not completed, Aimei Health expects to incur approximately $0.5 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Aimei Health if the Business Combination is not completed.

Aimei Health may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Although we are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination, there can be no assurance that such additional approval or actions will be obtained within the required time period. This includes any potential review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”) on account of certain foreign ownership restrictions on U.S. businesses. If CFIUS considers Aimei Health a “foreign person” under such rules and regulations and United Hydrogen a U.S. business that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with United Hydrogen falls within the scope of foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’ jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

The Sponsor of Aimei Health’s is Aimei Investment Ltd, a Cayman Islands exempted company with limited liability. Further, the person exercising control over the Sponsor, Huang Han, is a resident of the PRC. Accordingly, the Sponsor is controlled by a non-U.S. person, and CFIUS may consider Aimei Health to be a “foreign person.”

Although we do not believe United Hydrogen is a U.S. business that may affect national security, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if Aimei Health had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor.

The foreign ownership limitations, and the potential impact of CFIUS, may prevent us from consummating the Business Combination with United Hydrogen. If Aimei Health were to seek an initial business combination other than the Business Combination, the pool of potential targets with which it could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete an initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, this will cause you to lose any potential investment opportunity in United Hydrogen and the chance of realizing future gains on your investment through any price appreciation in the combined company, and Aimei Health’s rights will expire worthless.

If Aimei Health were deemed to be an investment company for purposes of the Investment Company Act, it may be forced to abandon its efforts to complete the Business Combination and instead be required to liquidate.

As indicated above, Aimei Health completed its initial public offering on December 6, 2023, and has operated as a blank check company searching for a target business with which to consummate an initial business combination since such time. On January 24, 2024, the SEC adopted final rules (the “SPAC Final Rules”) relating to, among other matters, the extent to which special purpose acquisition companies such as Aimei Health could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The SPAC Final Rules

provide that whether a SPAC is an “investment company” under Section 3(a)(1)(A) of the subject to the Investment Company Act is based on particular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company. The SPAC Final Rules were published in the Federal Register on February 26, 2024, and became effective on July 1, 2024 (125 days after publication in the Federal Register).

Aimei Health’s business will be to identify and complete a business combination and thereafter to operate the post-business combination business or assets for the long term. Aimei Health does not believe that its activities or the Business Combination or other transactions described herein will subject it to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be held in an interest-bearing bank demand deposit account, or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), Aimei Health intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

It is possible that a claim could be made that Aimei Health has been operating as an unregistered investment company. It is also possible that the investment of funds from the initial public offering during its life as a blank check company, and the earning and use of interest from such investment, could increase the likelihood of Aimei Health being found to have been operating as an unregistered investment company more than if Aimei Health sought to potentially mitigate this risk by holding such funds as cash. If Aimei Health was deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as an unregistered investment company, it may be required to change its operations, wind down its operations, or register as an investment company under the Investment Company Act and subject to other burdensome compliance requirements. Unless Aimei Health is able to modify its activities so that it would not be deemed an investment company, it may be unable to consummate the initial business combination and instead be forced to liquidate. If Aimei Health is forced to liquidate, investors would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of its shares following such a transaction and Aimei Health’s rights would expire worthless.

If, following the consummation of the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Pubco, its business, or its market, or if they change their recommendations regarding Pubco’s shares adversely, then the price and trading volume of Pubco’s shares could decline.

The trading market for Pubco’s shares will be influenced by the research and reports that industry or securities analysts may publish about Pubco, its business, its market, or its competitors. Securities and industry analysts do not currently, any may never, publish research on Aimei Health or Pubco. If any of the analysts who may cover Pubco change their recommendation associated with its shares adversely, or provide more favorable relative recommendations about its competitors, then the price of Pubco’s shares would likely decrease. If any analysts who may cover Aimei Health were to cease coverage of Pubco or fail to regularly publish reports on it, Pubco could lose visibility in the financial markets, leading its share price or trading volume to decline.

If Aimei Health is unable to complete the Transactions or another initial business combination by December 6, 2025 (if extended to the maximum 24-month period after the closing of the IPO or such later date as may be approved by the shareholders of Aimei Health in an amendment to the Aimei Health amended and restated articles of association), Aimei Health will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholder and the Aimei Health board of directors, dissolving and liquidating. In such event, third parties may bring claims against Aimei Health and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.10 per share.

According to the Aimei Health amended and restated memorandum and articles of association, Aimei Health must complete a business combination before December 6, 2025 (assuming extensions to the maximum 24-month period after the closing of the IPO), if Aimei Health elects to make permitted extensions. Aimei Health may not be able to complete a business

combination within such time period. If Aimei Health has not completed a business combination within such time period, it must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholder and the Aimei Health board of directors, dissolving and liquidating. In such event, third parties may bring claims against Aimei Health. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Aimei Health’s Public Shareholders. In such case, Aimei Health’s Public Shareholders may only receive $10.10 per share initially held in the Trust Account, and the rights will expire worthless. In certain circumstances, Aimei Health’s Public Shareholders may receive less than $10.10 per share on the redemption of their shares. If third parties bring claims against Aimei Health, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share.

Additionally, if Aimei Health is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Aimei Health otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholder. To the extent any bankruptcy claims deplete the Trust Account, Aimei Health may not be able to return to its Public Shareholders at least $10.10 per share. Further, in such an event the Aimei Health Rights will expire worthless.

The shareholders of Aimei Health may be held liable for claims by third parties against Aimei Health to the extent of distributions received by them.

If Aimei Health is unable to complete the Transactions or another business combination within the completion window, Aimei Health will (i) as promptly as reasonably possible but not more than five (5) business days thereafter, redeem 100% of the outstanding Public Shares or distribute the aggregate amount on deposit in the Trust Account (net of taxes payable and less up to $50,000 of interest earned to pay liquidation expenses) to the holders of Public Shares, on a pro rata basis; and (ii) as promptly as practicable, cease all operations except for the purpose of winding up of Aimei Health’s affairs. Aimei Health cannot assure you that it will properly assess all claims that may be potentially brought against Aimei Health. As such, the shareholders of Aimei Health could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Aimei Health cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Aimei Health.

If Aimei Health is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Aimei Health’s shareholder. Furthermore, because Aimei Health intends to distribute the proceeds held in the Trust Account to its public shareholder promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholder over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Aimei Health board of directors may be viewed as having breached their fiduciary duties to Aimei Health’s creditors and/or may have acted in bad faith, thereby exposing itself and Aimei Health to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Aimei Health cannot assure you that claims will not be brought against it for these reasons.

Becoming a public company through a business combination rather than an underwritten offering presents risks to unaffiliated investors of Pubco. Subsequent to the completion of the Business Combination, Pubco may be required to subsequently take write-downs or write-offs, restructuring and impairment, or other charges that could have a significant negative effect on its financial condition, results of operations, and the price of Pubco securities, which could cause Pubco shareholders to lose some or all of their investment.

A traditional initial public offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the business, financial condition, and results of operations of the issuer and its subsidiaries. In a traditional initial public offering, investors may be able to recover damages from the underwriters in the event of misstatements and omissions in the registration statement and unavailability of the due diligence defense. Going public via a business combination with a special

purpose acquisition company (“SPAC”) does not involve any underwriters and may therefore result in less extensive vetting of the operating company’s information that is presented to the public. In addition, going public via a business combination with a SPAC does not involve a book building process as is the case in a traditional initial public offering. In a traditional initial public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a target company in a SPAC business combination may be less effective than a traditional initial public offering book-building process and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing.

In addition, while traditional initial public offerings are sometimes oversubscribed, resulting in additional potential demand for shares in the after-market following the initial public offering, there is no comparable process of generating investor demand in connection with a business combination between a target company and a SPAC, which may result in lower demand for Pubco’s securities after the Closing, and in turn could decrease liquidity and trading prices as well as increase the trading volatility of Pubco’s securities. Based on the assumptions of no redemption and maximum contractual redemptions set forth elsewhere in this proxy statement/prospectus regarding the number of Pubco Ordinary Shares issued and outstanding upon consummation of the Business Combination, Ms. Xia Ma, the sole beneficial owner of Pubco’s Class B Ordinary Shares, having ten (10) votes per share, will own approximately 93.15% and 93.53%, respectively, of the total voting power of all Pubco Ordinary Shares voting together with the Pubco Class A Ordinary Shares as a single class. The remaining Pubco shareholders will own 62,763,512.50 Pubco Class A Ordinary Shares, having one (1) vote per share, will own approximately 7.12% and 6.46% respectively of the total voting power of all Pubco Ordinary Shares voting together with the Class B Ordinary Shares as a single class. This concentration of ownership may discourage, delay, or prevent a change in control which could deprive shareholders of an opportunity to receive a premium to the trading price for the shares as part of a sale of Pubco, and in turn could affect the market demand for Pubco’s securities.

Becoming a public company through a business combination rather than an underwritten offering, as Pubco is seeking to do, presents risks to unaffiliated investors as described above. As a result, Pubco, as the post-Business Combination company, may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Additionally, unexpected risks may arise and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on Pubco’s liquidity, the fact that Pubco reports charges of this nature could contribute to negative market perceptions about it or its securities. In addition, charges of this nature may make it difficult for Pubco to obtain future financing on favorable terms or at all.

The SEC has adopted final rules to regulate SPACs. Certain of the procedures that Aimei Health, a potential business combination target, or others may determine to undertake in connection with such rules may increase the costs and the time needed to complete a business combination and may constrain the circumstances under which Aimei Health could complete a business combination.

On January 24, 2024, the SEC adopted final rules (the “SPAC Final Rules”) relating to, among other items, disclosures in SEC filings in connection with business combination transactions between SPACs, such as Aimei Health, and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, such as its duration, asset composition, business purpose and activities. Certain of the procedures that Aimei Health, a potential business combination target, or others may determine to undertake in connection with the SPAC Final Rules, or pursuant to the SEC’s views expressed in the SPAC Final Rules, may increase the costs of negotiating and completing a business combination and the time required to consummate the circumstances under which Aimei Health could complete a business combination.

If Aimei Health seeks shareholder approval of its business combination, its Sponsor, officers, and directors have agreed to vote in favor of such business combination, regardless of how its Public Shareholders vote.

Unlike other blank check companies in which the initial shareholders agree to vote their sponsor shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Sponsor, officers, and directors of Aimei Health have agreed (and any permitted transferees will agree), pursuant to the terms of a letter agreement entered into with Aimei Health, to vote any Founder Shares and Private Shares held by them, as well as any public shares purchased during or after the IPO, in favor of the

business combination with United Hydrogen. The Founder Shares and Private Shares in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date. As a result, assuming that only a quorum of [•] of Aimei Health’s ordinary shares is present in person or by proxy at the Meeting, and all such minimum number of shares representing a quorum are voted, the Ordinary Resolution Proposals would not require the affirmative vote of shares owned by Public Shareholders in order to have them approved, and the Merger Proposal would only require the affirmative vote of [•] shares owned by Public Shareholders, or approximately [13.8]% of the shares owned by Public Shareholders, in order to have it approved. Accordingly, if Aimei Health seeks shareholder approval of its initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their Founder Shares and Private Shares in accordance with the majority of the votes cast by Aimei Health’s Public Shareholders.

The Sponsor of Aimei Health has the right to extend the term Aimei Health has to consummate its business combination, without providing shareholders with redemption rights.

Aimei Health has a period of 12 months from the closing of its IPO to consummate its initial business combination and thereafter, if it requires additional time to consummate its initial business combination, its 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 the board of directors and the deposit of additional funds into the Trust Account by its Sponsor or its affiliates or designees as described elsewhere in this proxy statement/prospectus. The shareholders of Aimei Health will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for Aimei Health to consummate its initial business combination to be extended, its Sponsor or its affiliates or designees must deposit into the Trust Account $227,700 (or $0.033 per Public Share) for each one-month extension, on or prior to the date of the applicable deadline. On February 5, 2024, Aimei Health held an extraordinary general meeting of shareholders, which approved the proposal by its 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 Aimei Health must consummate its 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). Any such payments may be made in the form of a non-interest-bearing loan from Aimei Health’s Sponsor or its affiliates or designees and may be repaid, if at all, from funds released to Aimei Health upon completion of the initial business combination. Any obligation to repay such loans may reduce the amount available to Aimei Health to pay as purchase price in the initial business combination, and/or may reduce the amount of funds available to the combined company following the initial business combination. This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s period to complete a business combination requires a vote of the company’s shareholders and shareholders have the right to redeem their public shares in connection with such vote, and which do not provide the Sponsor with the right to loan funds to the company to fund extension payments.

The requirement that Aimei Health completes its business combination within the prescribed time frame may give potential target businesses leverage in negotiating a business combination and may decrease Aimei Health’s ability to conduct due diligence on potential business combination targets as the dissolution deadline approaches, which could undermine Aimei Health’s ability to complete a business combination on terms that would produce value for the shareholders of Aimei Health.

Any potential target business with which Aimei Health enters into negotiations concerning a business combination will be aware that Aimei Health must complete a business combination within 12 months from the closing of its IPO (or up to 24 months from the closing of the IPO if it extends the period of time to consummate a business combination to the maximum permitted). Consequently, such target business may obtain leverage over Aimei Health in negotiating a business combination, knowing that if Aimei Health does not complete a business combination with that particular target business, it may be unable to complete a business combination with any target business. This risk will increase as Aimei Health nears the timeframe described above. In addition, Aimei Health may have limited time to conduct due diligence and may enter into a business combination on terms that it would have rejected upon a more comprehensive investigation.

Aimei Health may not be able to complete its initial business combination within the prescribed time frame or the Sponsor of Aimei Health may decide not to extend the term it has to consummate a business, in which case Aimei Health would cease all operations except for the purpose of winding up and it would redeem its public shares and liquidate, and the rights will be worthless.

Aimei Health 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 board of directors authorizing such extension and the Sponsor depositing additional funds into the Trust Account. However, the Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for Aimei Health to complete the initial business combination.

On December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first monthly extension fee of $227,700 (equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account to extend the date by which Aimei Health has to consummate a business combination from December 6, 2024 to February 6, 2025. On February 5, 2024, Aimei Health held an extraordinary general meeting of shareholders, which approved the proposal by its 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 Aimei Health must consummate its 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, and September 5, 2025, the Sponsor and United Hydrogen caused the third through tenth monthly extension fee of $150,000 to be deposited into the Trust Account, to further extend the deadline from February 6, 2024 to October 6, 2025. As of the date of this proxy statement/prospectus, the deadline for completing of an initial business combination was extended to October 6, 2025 and the Sponsor intends to further deposit additional funds into the Trust Account to extend it to complete an initial business combination.

If the Sponsor does not further extend the deadline for completing of an initial business combination by depositing the requisite amount in the Trust Account as stipulated or if Aimei Health have not completed its initial business combination (including the proposed Business Combination with United Hydrogen) within the deadline, as extended, Aimei Health will cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than five (5) business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account (net of taxes payable and less up to $50,000 of interest to pay dissolution expenses) and, as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and board of directors, dissolve and liquidate, subject in each case to its obligations under applicable law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights will be worthless.

Aimei Health’s Sponsor, directors, officers, advisors, and their affiliates may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of its ordinary shares.

In connection with seeking shareholder approval of its initial business combination and offering Public Shareholders the right to redeem their shares, Aimei Health’s Sponsor, directors, officers, advisors, or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of its shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Aimei Health’s Sponsor, directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with the initial business combination.

None of the Sponsor or Aimei Health’s directors, officers, advisors, or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Any Aimei Health ordinary shares purchased by the Sponsor or Aimei Health’s directors, officers, advisors, or their affiliates will not (i) be purchased at a price higher than the price offered through the redemption process in the Redemption (namely, the per share pro rata portion of the Trust Account), (ii) be voted in favor of the Business Combination, or (iii) have redemption rights, and in the event that such shares do carry redemption rights, those rights will be waived by each of the Sponsor or Aimei Health’s directors, officers, advisors, or their affiliates. The purpose of these purchases could be to increase the amount

of cash available to Aimei Health for use in the Business Combination to satisfy the closing condition that requires Aimei Health to have a minimum amount of cash upon the consummation of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of such purchases could be, among other things, to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the initial business combination, where it appears that such requirement would otherwise not be met.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Aimei Health ordinary shares by the persons described above have been entered into with any such investor or holder. In the event of such purposes, prior to the Extraordinary General Meeting to approve the Business Combination, Aimei Health will disclose in a Form 8-K (i) the amount of Public Shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price; (ii) the purpose of the purchases by the Sponsor or its affiliates; (iii) the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination transaction will be approved; (iv) the identities of shareholder who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of shareholders who sold to the Sponsor or its affiliates; and (v) the number of Public Shares for which Aimei Health has received redemption requests pursuant to its redemption offer.

In addition, if such purchases are made, the public “float” of Aimei Health’s ordinary shares and the number of beneficial holders of Aimei Health’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of its securities on a national securities exchange.

If third parties bring claims against Aimei Health, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share.

The placement of funds in the Trust Account may not protect those funds from third-party claims against Aimei Health. Although Aimei Health will seek to have all vendors, service providers, prospective target businesses, or other entities with which it does business execute agreements waiving any right, title, interest, or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or, even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Aimei Health’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Aimei Health’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if it believes that such third party’s engagement would be significantly more beneficial than any alternative. Further, a court may not uphold the validity of such agreements. Making such a request of potential target businesses may make an acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that Aimei Health might pursue.

Examples of possible instances where Aimei Health may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Aimei Health’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts, or agreements with Aimei Health and will not seek recourse against the Trust Account for any reason. Upon redemption of Aimei Health’s public shares, if it is unable to complete a business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with a business combination, it will be required to provide for payment of claims of creditors that were not waived that may be brought against it. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors.

If Aimei Health is unable to complete a business combination and distribute the proceeds held in trust to its Public Shareholders, the Sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Aimei Health for services rendered or contracted for or products sold to it. Aimei Health believes that the primary assets of the Sponsor are comprised of Aimei Health securities and therefore no assurance can be given that it will have sufficient liquid assets to satisfy such obligations if it is required to do so. Therefore, the per-share distribution from the Trust Account may be less than $10.00, plus interest, due to such claims. Additionally, if Aimei Health is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may

be included in Aimei Health’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the shareholders of Aimei Health. To the extent any bankruptcy claims deplete the Trust Account, Aimei Health may not be able to return to the Public Shareholders at least $10.00.

Aimei Health may not have sufficient funds to satisfy the indemnification claims of its directors and executive officers.

Aimei Health has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Aimei Health’s officers and directors have agreed to waive any right, title, interest, or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) Aimei Health has sufficient funds outside of the Trust Account or (ii) Aimei Health consummates an initial business combination. Aimei Health’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit Aimei Health and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Aimei Health pays the costs of settlement and damage awards against Aimei Health’s officers and directors pursuant to these indemnification provisions.

Aimei Health’s directors may decide not to enforce the indemnification obligations of its Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Aimei Health’s Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below $10.10 per public share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Aimei Health’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Aimei Health currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations, it is possible that the independent directors in exercising their business judgment may choose not to do so in any particular instance. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Aimei Health’s Public Shareholders may be reduced below $10.10 per share.

If, before distributing the proceeds in the Trust Account to its Public Shareholders, Aimei Health files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Public Shareholders and the per-share amount that would otherwise be received by such shareholders in connection with Aimei Health’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to its Public Shareholders, Aimei Health files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in Aimei Health’s bankruptcy estate and subject to the claims of third parties with priority over the claims of the shareholders of Aimei Health. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Public Shareholders in connection with Aimei Health’s liquidation may be reduced.

If Aimei Health is unable to consummate its business combination within up to 24 months from the closing of the IPO, if it extends the period of time to consummate a business combination, the Public Shareholders may be forced to wait up to 24 months before redemption from the Trust Account.

If Aimei Health is unable to consummate a business combination within 24 months from the closing of the IPO, Aimei Health will (i) as promptly as reasonably possible but not more than five (5) business days thereafter, redeem 100% of the outstanding Public Shares or distribute the aggregate amount on deposit in the Trust Account (net of taxes payable and less up to $50,000 of interest earned to pay liquidation expenses) to the holders of Public Shares, on a pro rata basis; and (ii) as promptly as practicable, cease all operations except for the purpose of winding up of Aimei Health’s affairs. If Aimei Health is required to windup, liquidate the Trust Account, and distribute such amount therein, pro rata, to its Public Shareholders, as part of any liquidation process, such winding up, liquidation, and distribution must comply with the applicable provisions of applicable Cayman Islands law. In that case, investors may be forced to wait up to 24 months before

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of the Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors, or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

If Pubco is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If Pubco is a passive foreign investment company (“PFIC”) for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Pubco Ordinary Shares, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Pubco’s PFIC status for its current and subsequent taxable years may depend on its unbooked goodwill as valued based on the projected market value of Pubco’s equity and whether it qualifies for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that Pubco will qualify for the start-up exception. Accordingly, there can be no assurances with respect to Pubco’s status as a PFIC for its current taxable year or any subsequent taxable year. Pubco’s actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of Pubco Ordinary Shares.

The Business Combination may not qualify for tax-deferred treatment, in which case U.S. Holders of Aimei Health ordinary shares or SPAC Rights would recognize gain or loss for U.S. federal income tax purposes.

The U.S. federal income tax treatment of the Business Combination for U.S. holders of Aimei Health ordinary shares and/or Aimei Health Rights will depend on whether it qualifies as an exchange pursuant to Section 351(a) of the Code that is generally eligible for tax-deferred treatment. There are significant factual and legal uncertainties as to whether the Business Combination will qualify as an exchange pursuant to Section 351(a) of the Code. For example, if more than 20% of the Pubco Class A Ordinary Shares received in the Mergers were subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for Section 351(a) treatment would be violated. However, we do not expect that any of the Pubco Class A Ordinary Shares issued in the Business Combination will be subject to an arrangement or agreement by their holders to sell or dispose of such shares upon the issuance of those shares in the Business Combination.

Although it is not a condition to closing that an opinion of counsel regarding the tax treatment of the Business Combination be provided, Hunter Taubman Fischer & Li LLC is providing, in connection with the filing of the proxy statement/prospectus, its opinion to the effect that, as such opinion relates to the holders of Aimei Health ordinary shares or Aimei Health Rights, taken together, the exchange of Aimei Health ordinary shares and/or Aimei Health Rights for Pubco Class A Ordinary Shares pursuant to the Business Combination, will qualify as an exchange governed by Section 351(a) of the Code. Such opinion is based on current law and is based on, and assumes the correctness of, representations and assumptions as to factual matters made by Aimei Health and United Hydrogen If any of these representations or assumptions is incorrect, the validity of the opinion of counsel could be affected. In addition, there is a lack of authority directly addressing the tax consequences of the Business Combination, and the provisions of Section 351(a) of the Code are complex and qualification thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond SPAC’s control. For example, if 20% or more of the Pubco Class A Ordinary Shares were subject to an arrangement or agreement to be sold or disposed of at the time of its issuance in the Business Combination, one of the requirements for Section 351(a) treatment might not be satisfied.

FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Aimei Health, Pubco, United Hydrogen, and their respective management teams’ expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        the ability of Aimei Health to consummate the Business Combination;

•        the expected benefits of the Business Combination;

•        the financial and business performance of Pubco, including financial projections and business metrics and any underlying assumptions thereunder;

•        changes in Pubco’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, and plans;

•        Pubco’s product development timeline;

•        the implementation, market acceptance, and success of Pubco’s business model;

•        Pubco’s ability to scale in a cost-effective manner;

•        developments and projections relating to Pubco’s competitors and industry;

•        the impact of health epidemics, including the COVID-19 pandemic, on Pubco’s business and the actions Pubco may take in response thereto;

•        Pubco’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        expectations regarding the time during which Pubco will be an emerging growth company under the JOBS Act;

•        Pubco’s future capital requirements and sources and uses of cash;

•        United Hydrogen’s financial projections rely upon assumptions and analyses developed by its management and if these assumptions and analyses prove to be incorrect, its actual operating results could suffer;

•        Pubco’s ability to obtain funding for its operations;

•        Pubco’s business, expansion plans, and opportunities; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Aimei Health, Pubco, or United Hydrogen as of any subsequent date, and none of Aimei Health, United Hydrogen, or Pubco undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change, or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against Aimei Health, Pubco, or United Hydrogen following announcement of the proposed Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Aimei Health or to satisfy other conditions to the Closing in the Business Combination Agreement;

•        the ability to obtain or maintain the listing of Pubco Ordinary Shares on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations of Pubco as a result of the announcement and consummation of the transactions described herein;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        the ability of Pubco to execute its growth strategies and future plans and market acceptance of its existing and future services with respect to hydrogen energy solutions and hydrogen commercial solutions;

•        alternative services with respect to hydrogen energy solutions and hydrogen commercial solutions provided by Pubco’s peers and competitors;

•        Pubco’s ability to raise capital;

•        the possibility that Aimei Health or Pubco may be adversely affected by other economic, business and/or competitive factors;

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors;” and

•        other factors beyond the control of Aimei Health, Pubco, and United Hydrogen and their respective management teams.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AIMEI HEALTH

General

Aimei Health is furnishing this proxy statement/prospectus the shareholders of Aimei Health as part of the solicitation of proxies by the Aimei Health board of directors for use at the Meeting to be held on [•], 2025, and at any adjournment thereof. This proxy statement/prospectus provides the shareholders of Aimei Health with information they need to know to be able to vote or instruct their vote to be cast at the Meeting.

Date, Time and Place

The Meeting will be held on [•], 2025 at 10:00 a.m., Eastern Time, at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the Meeting may be adjourned.

Purpose of the Extraordinary general meeting of Shareholders of Aimei Health

At the Meeting, Aimei Health is requesting holders of ordinary shares of Aimei Health to:

•        consider and vote upon the Business Combination Proposal to, among other things, adopt the Business Combination Agreement and approve the Business Combination and the Mergers contemplated by the Business Combination Agreement;

•        consider and vote upon the Merger Proposal to approve, in accordance with Cayman Companies Act, the Second Merger, and the Second Merger Plan of Merger;

•        consider and vote upon the Share Issuance Proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of approximately 157,568,133 newly issued ordinary shares in the Business Combination; and

•        consider and vote upon the Adjournment Proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates, if Aimei Health determines that it is necessary or appropriate, including, if necessary, (i) to permit further solicitation and vote of proxies in the event that, based upon the tabulated votes at the time of the Meeting, Aimei Health would not have been authorized to consummate the Business Combination, (ii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the accompanying proxy statement/prospectus or (iii) if the holders of the Public Shares have elected to redeem such number of shares such that the Pubco Ordinary Shares would not be approved for listing on a U.S. stock exchange.

Recommendation of Aimei Health Board of Directors

The Aimei Health board of directors has unanimously determined that the Business Combination Proposal is fair to and in the best interests of Aimei Health and its shareholders; has unanimously approved the Business Combination Proposal; and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal if one is presented to the Meeting. No unaffiliated representative has been retained by a majority of the directors who are not employees of Aimei Health to act solely on behalf of the unaffiliated shareholders of Aimei Health for purposes of negotiating the terms of the Business Combination on their behalf and/or preparing a report concerning the approval of the Business Combination.

Record Date; Outstanding Shares; Shareholders Entitled to Vote

Aimei Health has fixed the close of business on [•], 2025 as the “Record Date” for determining Aimei Health shareholders entitled to notice of and to attend and vote at the Meeting. As of the close of business on the Record Date, there were 6,121,733 ordinary shares of Aimei Health issued and outstanding and entitled to vote. Each ordinary share of Aimei Health is entitled to one vote per share at the Meeting.

Quorum

The presence, in person or by proxy, of the holders of no less than a majority of all the issued and outstanding ordinary shares of Aimei Health entitled to attend and vote at the Meeting constitutes a quorum at the Meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Aimei Health but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals without receiving instructions from you. A “broker non-vote” occurs when a bank, broker, or other holder of record holding shares for a beneficial owner does not vote on a non-routine proposal because the holder of record has not received voting instructions from the beneficial owner. Each of the Proposals to be presented at the Meeting is a non-routine proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank, or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.

The approval of each of the Business Combination Proposal, the Share Issuance Proposal, and the Adjournment Proposal (if presented) will require the affirmative vote by the holders of a majority of the ordinary shares of Aimei Health that are present and voted on each respective proposal at the Meeting. The approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of Aimei Health shareholders holding at least two thirds of the ordinary shares of Aimei Health which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present. In connection with the Business Combination, the holders of Aimei Health’s Founder Shares and Private Shares, including those held by Initial Shareholders, have agreed to vote their Founder Shares and Private Shares, as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination. The Founder Shares constitute approximately 28.2% of the outstanding ordinary shares of Aimei Health and the Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Founder Shares and Private Shares, including those held by Aimei Health’s Initial Shareholders, in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date.

Your Shares

Each ordinary share of Aimei Health that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares of Aimei Health that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Voting Your Shares — Shareholders of Record

There are three ways to vote your ordinary shares of Aimei Health at the Meeting:

You Can Vote in Person at the Extraordinary General Meeting.    If you are a holder of record of ordinary shares of Aimei Health on the Record Date, you may vote in person at the Extraordinary General Meeting or vote by proxy in one of the other following ways.

You Can Vote by Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Aimei Health board of directors “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the Meeting will not be counted.

You Can Vote by Internet.    Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://cstproxyvote.com and entering the voter control number included on your proxy card. You may vote by Internet until the polls are closed on the date of the Meeting.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank, or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Aimei Health. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet. A large number of banks and brokerage firms offer Internet voting. If your bank or brokerage firm does not offer Internet voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Meeting, you must first obtain a valid legal proxy from your broker, bank, or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank, or other agent, to then register to attend the Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Advantage Proxy. Requests for registration should be directed to [    ]. Written requests can be mailed to:

[Proxy Agent Name]
[Address]

Requests for registration must be labelled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on [•], 2025.

You will receive a confirmation of your registration by email after Aimei Health receives your registration materials. Follow the instructions provided to vote.

Share Ownership of and Voting by Aimei Health Directors, Officers, and Initial Shareholders

In connection with the Business Combination, the holders of Aimei Health’s Founder Shares and Private Shares, including those held by Initial Shareholders, have agreed to vote their Founder Shares and Private Shares, as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination. The Founder Shares constitute approximately 28.2% of the outstanding ordinary shares of Aimei Health and the Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date. The Founder Shares and Private Shares, including those held by Aimei Health’s Initial Shareholders, in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date.

Attending the Meeting

The Meeting will be held on [•], 2025 at 10:00 a.m. Eastern Time at the offices of Hunter Taubman Fischer & Li LLC at 950 3rd Avenue, 19th Floor, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the Meeting may be.

Revoking Your Proxy

If you are a shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may enter a new vote by Internet;

•        you may send a later-dated, signed proxy card to Aimei Health Technology Co., Ltd, so that it is received by Aimei Health not less than 48 hours before the time for holding the Meeting or adjourned Meeting at which the person named in the form of appointment of proxy proposes to vote; or

•        You may notify Aimei Health’s Chief Executive Officer by writing to Aimei Health Technology Co., Ltd, before the Meeting that you have revoked your proxy; or

•        You may attend the Meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares of Aimei Health, you may call [Proxy Agent Name], Aimei Health’s Proxy Solicitor, at [        ] or banks and brokers can call at [        ].

Redemption Rights

Holders of Public Shares may seek to convert their shares, regardless of whether or not they are holders on the Record Date or whether or how they vote at the Meeting, but no later than 5:00 p.m. Eastern Time on [•], 2025 (two business days prior to the Meeting). Any shareholder holding Public Shares may demand that Aimei Health convert such shares into a full pro rata portion of the Trust Account (which was approximately $[•] per share as of [•], 2025, the Record Date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks Redemption as described in this section and the Business Combination is consummated, Aimei Health will convert these shares into a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

Aimei Health’s Sponsor, officers, and directors will not have Redemption rights with respect to any ordinary shares of Aimei Health owned by them, directly or indirectly.

Aimei Health shareholders who seek to redeem their Public Shares are required to (i) either (a) check the box on their proxy card, or (b) submit their request in writing to Continental, Aimei Health’s transfer agent and (ii) deliver their stock, either physically or electronically using The Depository Trust Company’s DWAC System, to Aimei Health’s transfer agent no later than 5:00 p.m. Eastern Time on [•], 2025 (two business days prior to the Meeting). If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then Aimei Health’s Public Shareholders who elected to exercise their Redemption rights will not be entitled to convert their shares into a pro rata portion of the cash in the Trust Account, as applicable. Aimei Health will thereafter promptly return any shares delivered by Public Shareholders. In such case, holders may only share in the assets of the Trust Account upon the liquidation of Aimei Health. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised Redemption rights in connection therewith due to potential claims of creditors. If Aimei Health would be left with less than $5,000,001 of net tangible assets as a result of the holders of Public Shares properly demanding Redemption of their shares, Aimei Health will not be able to consummate the Business Combination.

The closing price of the ordinary shares of Aimei Health on the Record Date was $[•]. The cash held in the Trust Account on such date was approximately $[•] million, which would have amounted to approximately $[•] per Public Share). Prior to exercising Redemption rights, shareholders should verify the market price of the ordinary shares of Aimei Health as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their Redemption rights if the market price per share is higher than the Redemption price. Aimei Health cannot assure its shareholders that they will be able to sell their ordinary shares of Aimei Health in the open market, even if the market price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its ordinary shares of Aimei Health for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand Redemption and deliver your share certificate (either physically or electronically) to Aimei Health’s transfer agent prior to the vote at the Meeting, and the Business Combination is consummated.

THE BUSINESS COMBINATION PROPOSAL

Overview

Aimei Health is asking its shareholders to adopt and approve the Business Combination, which includes, among other things, the approval of the Business Combination Agreement and the transactions contemplated thereby, including the Mergers. The approval of this Business Combination Proposal is conditioned on the approval of each of the Merger Proposal, and the Share Issuance Proposal. Therefore, if either the Merger Proposal or the Share Issuance Proposal is not approved, the Business Combination may not be consummated. Aimei Health shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus, and the transactions contemplated thereby. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because we are holding an extraordinary general meeting of shareholders to vote on the Business Combination, we may consummate the Business Combination only if the Business Combination Proposal is approved by a majority of the votes cast (in person, virtually or by proxy) by the holders of a majority Aimei Health ordinary shares entitled to attend and vote at the Meeting (provided that the Merger Proposal is also approved as set forth under “Proposal 1 — The Merger Proposal”). Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. The approval of the Mergers is a requirement under the Companies Act. If the Business Combination Proposal, including the Mergers, is not approved by the shareholders of Aimei Health, the Business Combination will not be consummated. The adoption of the Business Combination Proposal is conditioned upon the adoption of the Merger Proposal and the Share Issuance Proposal.

The Business Combination Agreement

The Business Combination

Aimei Health is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On June 19, 2024, Aimei Health entered into the Business Combination Agreement with (i) United Hydrogen, (ii) Pubco, (iii) the First Merger Sub, (iv) the Second Merger Sub, and (v) the Sponsor. On June 6, 2025, parties entered into a First Amendment to the Business Combination Agreement to extend the deadline for consummation of the Business Combination to September 30, 2025.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (a) First Merger Sub will merge with and into United Hydrogen, whereby the separate existence of First Merger Sub will cease, and United Hydrogen will be the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco; and (b) following confirmation of the effective filing of the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into Aimei Health, whereby the separate existence of Second Merger Sub will cease, and Aimei Health will be the surviving corporation of the Second Merger as a wholly-owned subsidiary of Pubco.

As a result of the Mergers, among other things, (i) all outstanding ordinary shares of United Hydrogen, except for the United Hydrogen Specially Designated Ordinary Shares and the United Hydrogen Dissenting Shares, will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares as determined in accordance with the Exchange Ratio provided for in the Business Combination Agreement, (ii) all United Hydrogen Specially Designated Ordinary Shares will be canceled and converted into the right to receive the number of Pubco Class B Ordinary Shares as determined in accordance with the Exchange Ratio, (iii) each convertible note of United Hydrogen that is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into such number of ordinary shares of United Hydrogen pursuant to the terms thereof, which resulting shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange Ratio; (iv) each issued and outstanding Aimei Health Unit shall be automatically detached and the holder thereof will be deemed to hold one Aimei Health ordinary share and one Aimei Health Right, (v) each Aimei Health ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share, and (vi) each issued and outstanding Aimei Health Rights shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share.

The Business Combination has been unanimously approved by the boards of directors of Aimei Health, United Hydrogen, the Pubco, the First Merger Sub and the Second Merger Sub and is expected to be consummated as soon as possible following the Meeting should the requisite vote be obtained.

Reasons for the Structure of the Business Combination

As described above and contemplated by the Business Combination Agreement, the Business Combination will be consummated via a multiple-merger structure (also known as “double dummy”), consisting of the First Merger and the Second Merger. Under this structure, each of Aimei Health and United Hydrogen will merge with a subsidiary of Pubco, a newly formed company, through the Mergers. Upon the consummation of the Business Combination, Pubco will be the public company listed on Nasdaq. The multiple-merger structure was chosen by the parties to the Business Combination Agreement for business, legal, and accounting reasons. In particular, given Pubco’s eligibility as a foreign private issuer, its reporting obligations under U.S. securities laws will be less burdensome compared to domestic registrants. Such benefit will not be available immediately upon Closing if the Business Combination were to be conducted through a reverse triangular merger in which United Hydrogen would be acquired directly by Aimei Health, which would continue to report as a domestic registrant upon Closing until further assessment of factors such as its shareholder base and location of assets at a future date pursuant to U.S. securities laws. Operationally, following the Business Combination conducted via the proposed structure, Pubco will be a holding company that will operate United Hydrogen’s current business through its subsidiaries, which is consistent with the expectations of United Hydrogen’s and Aimei Health’s respective management regarding the post-Business Combination corporate and operational structure. In addition, the transaction structure was also selected for U.S. tax reasons and the exchange of Aimei Health ordinary shares for Pubco Class A or Class B Ordinary Shares pursuant to the Business Combination is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. See the section entitled “Material U.S. Federal Income Tax Considerations.”

Although Aimei Health believes the business combination with United Hydrogen is attractive and in the best interests of Aimei Health’s shareholders, Aimei Health Board did consider the risks which may lead to certain potential negative impacts including general economic conditions, decrease of attention of hydrogen energy in different countries, unreachable revenue or profit expectations, potential safety accident, market acceptance by end users, development of alternative green energy sources, changing customer demands, dependence on key person, United Hydrogen’s capability to obtain continues financing and United Hydrogen’s compliance with governmental and other regulations.

United Hydrogen’s decision to engage in a de-SPAC transaction was driven by several strategic considerations. From the outset, United Hydrogen aimed to secure additional funding and increase its international exposure, especially in key markets like the United States. To achieve this, listing on a major exchange like Nasdaq became a primary objective. United Hydrogen’s management, along with its financial advisor, conducted a thorough analysis of various potential listing pathways, which included a comprehensive review of traditional IPOs as compared to de-SPAC mergers, with a focus on factors such as feasibility, cost, valuation and comparable companies.

Several critical analyses were performed to inform the decision-making process. A listing path analysis identified the pros and cons of each option, while a feasibility study ensured the viability of a Nasdaq listing given United Hydrogen’s financial and operational readiness. The cost budget was carefully examined, especially given the fluctuating costs associated with IPOs and market conditions. Additionally, a valuation analysis and comparisons with similar companies provided insights into how United Hydrogen could be valued in the public market and the expectations of potential investors.

After multiple discussions and evaluations, United Hydrogen’s management concluded that the current capital market environment, the cost implications, and the company’s need for a swift and efficient listing made a de-SPAC merger the optimal route. Unlike a traditional IPO, which can be time-consuming and expensive, the de-SPAC route is expected to offer a more streamlined and cost-effective process with greater certainty around valuation and timing.

Through the introduction of its financial advisor, United Hydrogen began discussions with Aimei Health, a potential SPAC partner. These discussions explored the business synergies between the two companies, ultimately leading to a mutual understanding. After careful consideration, Aimei Health emerged as the most suitable partner to facilitate United Hydrogen’s public listing through the de-SPAC transaction.

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of United Hydrogen is $1,500,000,000 and will be paid entirely in shares, comprised of newly-issued Class A and Class B Ordinary Shares of Pubco, with each share valued at the Per Share Price.

As a result of the Mergers, (i) each of the ordinary shares of United Hydrogen that are issued and outstanding immediately prior to the First Merger Effective Time, except for the United Hydrogen Specially Designated Ordinary Shares and the United Hydrogen Dissenting Shares, will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio determined in accordance with the Business Combination Agreement; (ii) each United Hydrogen Specially Designated Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (iii) each convertible note of United Hydrogen that is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into such number of ordinary shares of United Hydrogen pursuant to the terms thereof, which resulting shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange Ratio; (iv) each issued and outstanding Aimei Health Unit shall be automatically detached and the holder thereof will be deemed to hold one Aimei Health ordinary share and one Aimei Health Right; (v) each Aimei Health ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share; and (vi) each issued and outstanding Aimei Health Rights shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share. The newly issued Pubco Class A Ordinary Shares will have the same economic terms as the newly issued Pubco Class B Ordinary Shares, but each Pubco Class B Ordinary Share will be entitled to ten (10) votes per share compared with one vote per share for Pubco Class A Ordinary Shares with all Pubco Ordinary Shares voting together as a single class on most matters. See “Description of Pubco Securities.” Michael&Jason Limited, a BVI business company solely owned and controlled by Xia Ma, will beneficially own all of the issued Pubco Class B Ordinary Shares immediately following the consummation of the Business Combination. The newly issued Pubco Class A Ordinary Shares to be received by Aimei Health’s Public Shareholders and affiliates in connection with Transactions will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Holders of Pubco Class A Ordinary Shares will not have any conversion, pre-emptive, or other subscription rights and there will be no sinking fund or redemption provisions applicable to Pubco Class A Ordinary Shares.

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Aimei Health’s shareholders; (ii) the approval of the Transactions by the requisite vote of United Hydrogen’s shareholders; (iii) obtaining material regulatory approvals; (iv) the expiration or termination of any waiting period applicable to the consummation of the Transactions under any antitrust laws; (v) no law or order preventing or prohibiting the Transactions; (vi) Aimei Health having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE Investment that has been funded at or prior to Closing; (vii) the adoption by the shareholder of Pubco of Pubco’s amended memorandum and articles of association; (viii) the effectiveness of the Registration Statement; (ix) appointment of the post-closing directors of Pubco; (x) satisfaction of Nasdaq listing requirements for Pubco’s ordinary shares; (xi) United Hydrogen and Aimei Health each receiving evidence reasonably satisfactory to them that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing; and (xii) to the extent applicable, the Target Companies’ receipt of all necessary approvals from the CSRC.

In addition, the obligations of United Hydrogen, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the Business Combination are also conditioned upon, among other things: (i) the representations and warranties of Aimei Health being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) Aimei Health having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any Material Adverse Effect with respect to Aimei Health since the date of the Business Combination Agreement which is continuing and uncured; (iv) the paid-off of all Expenses incurred by Aimei Health and unpaid fees in connection with IPO (other than the Deferred Underwriting Commission) and all Sponsor Loan on or prior to the Closing; (v) receipt

by United Hydrogen and Pubco of the Founder Amended and Restated Registration Rights Agreement; (vi) receipt by each of the Sellers of the Seller Registration Rights Agreement duly executed by Pubco; (vii) Aimei Health having delivered copies of the written resignations of all its directors and officers prior to the Second Merger, effective as of the Effective Time; and (viii) receipt of certain customary certificates and other closing deliveries as specified under the Business Combination Agreement.

Further, the obligation of Aimei Health to consummate the Business Combination is also conditioned upon, among other things: (i) the representations and warranties of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) each Employment Agreement and each Seller Lock-Up Agreement being in full force and effect from the Closing; (v) as of or prior to the Closing, the board of directors and shareholders of Pubco having adopted and approved an equity incentive plan which will provide that the total pool of awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Business Combination and shall include a customary evergreen provision; (vi) receipt by Aimei Health of the Founder Amended and Restated Registration Rights Agreement, duly executed by Pubco; (vii) completion of the Reorganization pursuant to the Reorganization Documents by the Completion Date; (viii) United Hydrogen’s timely payments for any Extension pursuant to the terms of the Business Combination Agreement; and (ix) receipt of certain customary certificates and other closing deliveries as specified under the Business Combination Agreement.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Business Combination. The covenants under the Business Combination Agreement include, among other things, covenants providing for the following: (i) United Hydrogen’s agreement to (a) operate its business in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without the prior written consent of Aimei Health, and (b) subject to certain customary legal and other exceptions, provide Aimei Health with access to the books, records and financial records of United Hydrogen and its subsidiaries, and information about the operations and other affairs of United Hydrogen and its subsidiaries; (ii) United Hydrogen acknowledging and agreeing that it has no claim against the trust account established for the benefit of the shareholders of Aimei Health; and (iii) Aimei Health’s agreement to operate its business in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without the prior written consent of United Hydrogen.

The Business Combination Agreement also contains additional covenants of the parties, including, among others, (i) a covenant providing for Pubco, Aimei Health and United Hydrogen to cooperate in the preparation of a registration statement on Form F-4 required to be prepared in connection with the Transactions and the registration of the Pubco Class A Ordinary Shares pursuant to the Business Combination Agreement, including, in the case of United Hydrogen providing such information and responding in a timely manner to comments relating to the proxy statement, including preparation for inclusion in the proxy statement of pro forma financial statements in compliance with the requirements of Regulation S-X and the SEC; (ii) requiring Aimei Health to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of the Aimei Health shareholders as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act; (iii) requiring the board of directors of Aimei Health to recommend to the shareholders of Aimei Health the adoption and approval of the Aimei Health transaction proposals contemplated by the Business Combination Agreement; (iv) prohibiting Aimei Health and United Hydrogen from, among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions; (v) each party using its commercially reasonable efforts, and cooperating fully with the other parties, shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Transactions; (vi) United Hydrogen seeking the approval of its shareholders for the adoption of the Business Combination Agreement and other transaction documents and the Transactions; and (vii) the parties also taking all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of five (5) directors, including three (3) members who shall qualify as an independent director under Nasdaq rules.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge, and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change, or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

In the Business Combination Agreement, United Hydrogen made certain customary representations and warranties to Aimei Health, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) capitalization; (4) subsidiaries and investments; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top vendors; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) books and records; (28) takeover statues and charter provisions; (29) powers of attorney; (30) information supplied; (31) board approval; (32) independent investigation; and (33) exclusivity of representations and warranties.

In the Business Combination Agreement, Aimei Health made certain customary representations and warranties to United Hydrogen and Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the SEC filings, Aimei Health financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; (23) termination of prior merger agreements; (24) PIPE investment; and (25) exclusivity of representations and warranties.

In the Business Combination Agreement, Pubco, the First Merger Sub, and the Second Merger Sub made customary representations and warranties to Aimei Health, including among others, related to the following: (1) organization, incorporation, and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which they are parties; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub, and the Second Merger Sub; (7) actions; (8) finders and brokers; (9) Investment Company Act; (10) intended tax treatment; (11) information supplied; (12) independent investigation; and (13) exclusivity of representations and warranties.

The representations and warranties made in the Business Combination Agreement will not survive the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers, including: (i) by mutual written consent of Aimei Health and United Hydrogen; (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 consummation of the Transactions; (iii) by either Aimei Health or United Hydrogen if any 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 Aimei Health 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 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 is not completed by December 31, 2024.

Certain Related Agreements

Seller Lock-Up Agreement

Simultaneously with the execution of the Business Combination Agreement, United Hydrogen, Aimei Health, the Purchaser Representative and Pubco have entered into a lock-up agreement (the “Seller Lock-Up Agreement”) with certain United Hydrogen shareholders (each, a “Seller Lock-Up Party”). The lock-up agreement provides for a lock-up period commencing from the Closing and ending on the earlier of: (a) six (6) months from and after the Closing; (b) the date following the Closing on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; or (c) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least 150 days after the Closing. Notwithstanding the above, the transfer of Pubco Ordinary Shares held by a Seller Lock-Up Party after the Closing during the applicable lock-up period is permitted if (a) to Pubco’s officers or directors, or any affiliates or family members of any of Pubco’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) to any affiliate (as defined in Rule 405 of under the under the Securities Act) of such Seller Lock-Up Party; (c) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (d) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (e) in the case of an individual, pursuant to a qualified domestic relations order; (f) in the case of an entity, by distribution to limited partners, shareholders, members of, or owners of similar equity interests in such Seller Lock-Up Party by virtue of the laws of the jurisdiction of such Seller Lock-Up Party’s organization and such Seller Lock-Up Party’s organizational documents upon the liquidation and dissolution of such Seller Lock-Up Party; (g) by private sales made in connection with the consummation of a change of control at prices no greater than the price at which the securities were originally purchased; (h) by virtue of the laws of the Cayman Islands or the Company’s limited liability company agreement upon dissolution of the Company; (i) in the event of Pubco’s liquidation, merger, share exchange, reorganization, or other similar transaction which results in all of Pubco’s shareholders having the right to exchange their ordinary shares for cash, securities, or other property subsequent to the Closing; and (j) which were acquired in the PIPE Investment or in open market transactions after the Closing.

Seller Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, Aimei Health, United Hydrogen, and certain shareholders of United Hydrogen have entered into a Shareholder Support Agreement (the “Seller Shareholder Support Agreement”), pursuant to which, among other things, certain of the shareholders of United Hydrogen have agreed (i) to support the adoption of the Business Combination Agreement and the approval of the Transactions, subject to certain customary conditions, and (ii) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. The Seller Shareholder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the effective time of the Closing, such date and time as the Business Combination Agreement may be terminated in accordance with its terms, and, as to any shareholders who entered into such Seller Shareholder Support Agreement, upon the written agreement of Aimei Health, United Hydrogen, and such shareholder.

Founder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, Aimei Health, United Hydrogen, and certain of the shareholders of Aimei Health (the “Founder Shareholders”) have entered into a support agreement (the “Founder Support Agreement”), pursuant to which, among other things, the Founder Shareholders have agreed (i) to support the adoption of the Business Combination Agreement and the approval of the Transactions, subject to certain customary conditions, and (ii) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. The Founder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of the effective time of the Closing, such date and time as the Business Combination Agreement may be terminated in accordance with its terms, and, as to any shareholders who entered into such Founder Support Agreement, upon the written agreement of Aimei Health, United Hydrogen, and such shareholder.

Seller Registration Rights Agreement

At the Closing, Pubco and certain shareholders of United Hydrogen (the “United Hydrogen Registration Rightholders”) shall enter into the Seller Registration Rights Agreement, in the form mutually agreed between Aimei Health and United Hydrogen. Under the Seller Registration Rights Agreement, the United Hydrogen Registration Rightholders shall have registration rights that will obligate Pubco to register for resale under the Securities Act all or any portion of their Pubco Ordinary Shares received as company merger consideration (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Seller Registrable Securities”). The United Hydrogen Registration Rightholders holding a majority-in-interest of the Seller Registrable Securities (based on the number of shares and not voting rights) will be entitled under the Seller Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Seller Registrable Securities, and other United Hydrogen Registration Rightholders holding Seller Registrable Securities will be entitled to join in such demand registration. Subject to certain exceptions, if any time after the Closing, Pubco proposes to file a registration statement under the Securities Act with respect to its securities, under the Seller Registration Rights Agreement, Pubco shall give notice to the United Hydrogen Registration Rightholders holding Seller Registrable Securities as to the proposed filing and offer them an opportunity to register the sale of such number of Seller Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition, subject to certain exceptions, the United Hydrogen Registration Rightholders holding Seller Registrable Securities will be entitled under the Seller Registration Rights Agreement to request in writing that Pubco register the resale of any or all of such Seller Registrable Securities on Form F-3 and any similar short-form registration that may be available at such time. Further, the United Hydrogen Registration Rightholders acknowledge that Aimei Health and/or Pubco may, prior to the Closing, grant registration rights to PIPE Investors with respect to the PIPE securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between Aimei Health and/or Pubco, as the case may be, and PIPE Investors in connection therewith. If either Aimei Health or United Hydrogen elects to seek a PIPE Investment, the other party shall use commercially reasonable efforts to cooperate with the other in connection with such PIPE Investment and cause such PIPE Investment to occur. Under the Seller Registration Rights Agreement, Pubco will indemnify the holders of Seller Registrable Securities and certain persons or entities related to them, such as their officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each person, if any, who controls an such holders, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Seller Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Seller Registrable Securities, including Seller Registrable Securities in any registration statement or prospectus, will agree to indemnify Pubco and certain persons or entities related to Pubco, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

Founder Amended and Restated Registration Rights Agreement

At the Closing, Aimei Health, Pubco, the Initial Shareholders and the other parties thereto (together with the Initial Shareholders, the “Founder Registration Rightholders”) shall enter into the Founder Amended and Restated Registration Rights Agreement, in the form mutually agreed between Aimei Health and United Hydrogen. Under the Founder Amended and Restated Registration Rights Agreement, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Sellers Registration Rights Agreement.

Under the Founder Amended and Restated Registration Rights Agreement, the Founder Registration Rightholders shall have registration rights that will obligate Pubco to register for resale under the Securities Act all or any portion of their Pubco Ordinary Shares received as company merger consideration (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Founder Registrable Securities”). The Founder Registration Rightholders holding a majority-in-interest of the Founder Registrable will be entitled under the Founder Amended and Restated Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Founder Registrable Securities, and other Founder Registration Rightholders holding Founder Registrable Securities will be entitled to join in such demand registration. Subject to certain exceptions, if any time after the Closing, Pubco proposes to file a registration statement under the Securities Act with respect to its securities, under the Founder Amended and Restated Registration Rights Agreement, Pubco shall give notice to the Founder Registration Rightholders holding Founder Registrable Securities as to the proposed filing and offer them an opportunity to register the sale of such number of Founder Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition, subject to certain exceptions, Founder Registration Rightholders holding Founder Registrable Securities will be entitled under the Founder Amended and Restated Registration Rights Agreement to request in writing that Pubco register the resale of any or all of such Founder Registrable Securities on Form F-3 and any similar short-form registration that may be available at such time. Further, the Founder Registration Rightholders acknowledge that Aimei Health and/or Pubco may, prior to the Closing, grant registration rights to PIPE Investors with respect to the PIPE securities issuable pursuant to the PIPE Subscription Agreements entered into for the PIPE Investment or a registration rights agreement to be entered into between Aimei Health and/or Pubco, as the case may be, and PIPE Investors in connection therewith. If either Aimei Health or United Hydrogen elects to seek a PIPE Investment, the other party shall use commercially reasonable efforts to cooperate with the other in connection with such PIPE Investment and cause such PIPE Investment to occur. Under the Founder Amended and Restated Registration Rights Agreement, Pubco will indemnify the holders of Founder Registrable Securities and certain persons or entities related to them, such as their officers, employees, affiliates, directors, partners, members, attorneys, and agents, and each person, if any, who controls an such holders, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Founder Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Founder Registrable Securities, including Founder Registrable Securities in any registration statement or prospectus, will agree to indemnify Pubco and certain persons or entities related to Pubco, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

The rights granted under the Founder Amended and Restated Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to their Pubco securities or Aimei Health securities.

The Business Combination Agreement, Seller Lock-Up Agreement, Seller Shareholder Support Agreement, Founder Support Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement have been included to provide investors with information regarding its terms. They are not intended to provide any other factual information about Aimei Health or its affiliates. The representations, warranties, covenants, and agreements contained in the Business Combination Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement have been included to provide investors with information regarding its terms. They are not intended to provide any other factual information about Aimei Health or its affiliates. The representations, warranties, covenants and agreements contained in the Business Combination Agreement, Seller Shareholder Support Agreement, Founder Support Agreement, Seller Lock-Up Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement, and the other documents related thereto were made only for purposes of the Business Combination Agreement as of the specific dates therein, were solely for the benefit of the parties to the Business Combination Agreement, Seller Shareholder Support Agreement, Founder Support Agreement, Seller Lock-Up Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement, respectively, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement, Seller Shareholder Support Agreement, Founder Support Agreement, Seller Lock-Up Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Business Combination Agreement, Seller Shareholder Support

Agreement, Founder Support Agreement, Seller Lock-Up Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement, and should not rely on the representations, warranties, covenants, and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Business Combination Agreement, Seller Shareholder Support Agreement, Founder Support Agreement, Seller Lock-Up Agreement, Seller Registration Rights Agreement, and Founder Amended and Restated Registration Rights Agreement, as applicable, which subsequent information may or may not be fully reflected in the Aimei Health’s public disclosures.

PIPE Investments

Despite the provisions in the Business Combination Agreement, the Seller Registration Rights Agreement and the Founder Amended and Restated Registration Rights Agreement permitting United Hydrogen to seek PIPE Investment in connection with the Business Combination, neither Aimei Health nor United Hydrogen have entered into any PIPE Subscription Agreement as of the date of this proxy statement/prospectus. Furthermore, Aimei Health and United Hydrogen do not intend to pursue any PIPE Investment prior to the consummation of the Business Combination.

The Sponsor, its Affiliates, and Promoters

Aimei Investment Ltd, Aimei Health’s Sponsor, is an exempted company incorporated in the Cayman Islands with limited liability. The Sponsor has no business operations and only serves as a vehicle that holds equity interests in Aimei Health. In addition to participating in sponsoring Aimei Health, the Sponsor and its affiliate, namely, the Sponsor’s sole shareholder and director, Huang Han, does not have any experience in organizing special purpose acquisition companies. As of the date of this proxy statement/prospectus, Aimei Health does not have any other promoters other than the Sponsor and its affiliate. To Aimei Health’s knowledge, neither the Sponsor, its affiliate, nor any promoters of Aimei Health are involved in other special purpose acquisition companies.

As of the date of this proxy statement/prospectus, Huang Han is the controlling person of the Sponsor, holding 100% of the Sponsor’s equity interest. Since the inception of Aimei Health, the material roles and responsibilities of the Sponsor, its affiliate, and promoters took in directing and managing Aimei Health’s activities have included assisting Aimei Health’s management with daily executive operations.

The Sponsor holds an aggregate of 1,905,000 Aimei Health ordinary shares as of the date of this proxy statement/prospectus. The Sponsor has invested an aggregate of $3,345,000 in Aimei Health, comprised of (i) $25,000 for 1,725,000 Founder Shares (approximately $0.014 per share), of which 152,000 Founder Shares were transferred to the then officers and directors of Aimei Health on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Shares. The Sponsor may realize a positive rate of return so long as the market price of Pubco Class A Ordinary Shares is at least $[1.76] per share, even if Aimei Health public shareholders experience a negative rate of return following the Business Combination. The Sponsor, its affiliates and promoters are not receiving compensation in connection with the Business Combination. In addition, the Sponsor, its affiliates, and promoters will not receive any additional securities of Aimei Health or Pubco in connection with the Business Combination, except for the Pubco Class A Ordinary Shares expected to be received based on the share exchange provision stipulated in the Business Combination Agreement. In connection with the Business Combination, subject to shareholder approval, Pubco will adopt the Pubco Equity Incentive Plan. Following the Closing, Pubco expects to grant equity awards to its directors, officers and employees under the Pubco Equity Incentive Plan from time to time, but has not determined the schedule or amount of such grants as of the date of this proxy statement/prospectus. The grant of equity awards is expected to have a dilution impact to non-redeeming shareholders of Aimei Health, see “Risk Factors — If you are a shareholder of Aimei Health, you may be diluted from the adoption and implementation of the Pubco Incentive Plan.” For an illustration of the dilutive effect the Business Combination and related transactions would have on the holders of public shares who hold the securities until the consummation of the Business Combination, see “Summary of the Proxy Statement/Prospectus — Dilution to the Shareholders of Aimei Health” and “Risk Factors — The shareholders of Aimei Health may experience substantial dilution as a consequence of the issuance of ordinary shares in the Business Combination, and will exercise less influence over management.”

As of the date of this proxy statement/prospectus, no agreement, arrangement, or understanding has been made between the Sponsor and Aimei Health or Aimei Health’s officers, directors, and affiliates with respect to determining whether to proceed with a de-SPAC transaction, except for a letter agreement dated December 1, 2023 (the “Letter Agreement”)

described below. Through the Letter Agreement, each of the Initial Shareholders have agreed to vote all of Aimei Health ordinary shares owned by them in favor of an initial business combination of Aimei Health, including the Business Combination. Additionally, through the Founder Support Agreement entered into among Aimei Health, United Hydrogen, and certain shareholders of Aimei Health, the shareholders of Aimei Health that are parties to the Founder Support Agreement, including each of the Initial Shareholders, have agreed to vote all the ordinary shares of Aimei Health beneficially owned by them in favor of the transactions contemplated by the Business Combination Agreement.

Through the Letter Agreement, the Sponsor has waived its right to redeem any Founder Shares and Private Shares in connection with a shareholder vote to approve a proposed initial business combination or sell such shares to Aimei Health in a tender offer prior to a proposed initial business combination, or to receive distributions with respect to such shares upon the liquidation of the Trust Account if Aimei Health is unable to consummate a business combination. In addition, no agreement, arrangement, or understanding, including any payments, has been made between the Sponsor and any unaffiliated security holder of Aimei Health regarding the redemption of outstanding Aimei Health ordinary shares.

Compensation Received by the Sponsor and its Affiliates

Aimei Investment Ltd, the Sponsor holds an aggregate of 1,905,000 Aimei Health ordinary shares as of the date of this proxy statement/prospectus. The Sponsor has invested an aggregate of $3,345,000 in Aimei Health in connection with the IPO of Aimei Health, comprised of (i) $25,000 for 1,725,000 Founder Shares (approximately $0.014 per share), of which 152,000 Founder Shares were transferred to the then officers and directors of Aimei Health on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Placement Units, acquired in a private placement that closed simultaneously with the IPO of Aimei Health. Each Private Placement Unit comprises one Private Share and one Private Right entitling the holder thereof to receive one-fifth (1/5) of one ordinary share of Aimei Health upon the consummation of an initial business combination. Private Placement Units, Private Shares, and Private Rights are identical to the Public Units, Public Shares, and Public Rights, respectively, with certain exceptions, as described more fully in the section entitled “Certain Relationships and Related Party Transactions — Securities held by Sponsor.” Upon the completion of the Business Combination, the Sponsors shall hold a total of 1,971,400 Pubco Class A Ordinary Shares, including 66,400 Pubco Class A Ordinary Shares issuable upon conversion of the Private Rights.

The Sponsor agreed, commencing from the date that the Aimei Health’s securities were first listed on Nasdaq, through the earlier of the Company’s consummation of a business combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities, and administrative services, as Aimei Health may require from time to time. Aimei Health agreed to pay to the Sponsor, cash compensation of $10,000 per month, for up to 12 months, subject to extension to up to 24 months. As of June 30, 2025 and December 31, 2024, the unpaid balance was $180,000 and $120,000, respectively, which was included in amount due to related party balance.

The Sponsor and Aimei Health’s officers and directors and their affiliates are entitled to cash reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Aimei Health’s behalf, such as identifying and investigating possible business targets and business combinations. As of the date of this proxy statement/prospectus, the Sponsor and Aimei Health’s officers and directors and their affiliates did not incur any unpaid reimbursable expenses.

In addition, the Sponsor and its affiliates, and Aimei Health’s officers and directors may, but are not obligated to, make Working Capital Loans from time to time to Aimei Health to fund certain capital requirements. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a business combination into additional private units at a price of $10.00 per unit. As of June 30, 2025, there were no amounts outstanding under any Working Capital Loan.

The following table illustrates the material terms of any agreement, arrangement, or understanding regarding the restrictions on the ability of the Sponsor and its affiliates to sell Aimei Health ordinary shares and Pubco Class A Ordinary Shares:

Background of the Business Combination

Aimei Health is a blank check company incorporated as a Cayman Islands exempted company on April 27, 2023, for the purpose of effecting a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar business combination with one or more businesses. Aimei Health seeks to acquire small cap businesses in the biopharmaceutical, medical technology and device industries, as well as in the diagnostic and other services sector. Aimei Health’s intention was to capitalize on its board’s and management team’s extensive network of relationships, industry knowledge, acquisition experience, and deal sourcing capabilities to access a broad spectrum of opportunities. The terms of the Business Combination were the result of negotiations among representatives of Aimei Health and representatives of United Hydrogen. The following is a brief description of the background of those negotiations, the Business Combination, and related transactions.

On December 6, 2023, Aimei Health consummated its IPO of 6,900,000 Units (including the overallotment of 900,000 Units), with each Unit consisting of one ordinary share, and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination. Prior to the consummation of the IPO, the Sponsor purchased an aggregated of 1,725,000 Founder Shares for an aggregated price of $25,000, of which 152,000 Founder Shares were transferred to the then officers and directors of Aimei Health on May 25, 2023. Simultaneously with the consummation of the IPO, Aimei Health consummated the private placement to the Sponsor of an aggregate of 332,000 units at a price of $10.00 per unit for an aggregate purchase price of $3,320,000.

Prior to the consummation of the IPO on December 6, 2023, neither Aimei Health, nor anyone acting on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with Aimei Health.

Since the completion of the IPO, Aimei Health considered numerous potential target businesses with the objective of consummating its initial business combination. Representatives of Aimei Health contacted and were contacted by certain individuals and entities who presented ideas for business combination opportunities, including certain companies within the healthcare sector. Aimei Health considered businesses that it believed had attractive long-term growth potential, were well-positioned within their industry and would benefit from the substantial intellectual capital, operational and investment experience, and network of Aimei Health’s management team.

Aimei Health reviewed and evaluated the potential targets based on the following investment criteria and guidelines, which were also set forth in its IPO prospectus. While Aimei Health intends to use these criteria and guidelines in evaluating prospective businesses, it may deviate from these criteria and guidelines should it see fit to do so:

•        Aimei Health believes that there are a substantial number of potential target businesses domestically and internationally with appropriate valuations that can benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance biopharmaceutical, medical technology and device, healthcare, clean energy, and other related programs.

•        Aimei Health intends to seek target companies that have significant and underexploited expansion opportunities in a niche sector. This can be accomplished through a combination of accelerating organic growth and identifying attractive add-on acquisition targets.

•        Aimei Health intends to seek target companies that should offer attractive risk-adjusted equity returns for its shareholders. Aimei Health seeks to acquire a target on terms and in a manner that leverage its experience. Aimei Health expects to evaluate a target based on its potential to successfully achieve regulatory approval and commercialize its product(s). Aimei Health also expects to evaluate financial returns based on (i) risk-adjusted peak sales potential, (ii) the potential of pipeline products and the scientific platform, (iii) the ability to achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions, and (v) the prospects for creating value through other value creation initiatives. The potential upside, such as growth in the target business’ earnings or an improved capital structure, will be carefully weighed against any identified downside risks.

•        Aimei Health intends to invest in businesses that have a track record of success. Aimei Health looks for companies with shareholder-friendly governance and low leverage, which are valued at what Aimei Health thinks are low prices relative to their earnings potential and where Aimei Health sees attractive return potential over the long run. Aimei Health believes this investment approach constitutes its competitive advantage and can potentially offer both meaningful upside potential and a degree of downside protection in periods of financial market turbulence.

Aimei Health’s business strategy was to identify and complete its business combination with one or more entities that meet one or more criteria of:

•        late-stage development or revenue generating;

•        high growth prospects with sustainable proprietary position;

•        experienced management teams with previous successes, especially where Aimei Health can add critical public company expertise;

•        addressable conditions that are clinically important and under-diagnosed or treated;

•        independent companies or corporate spin offs; or

•        domestic or international base of business.

During this search process, Aimei Health reviewed three potential business combination opportunities and entered into non-disclosure agreements with two companies. The non-disclosure agreements did not contain standstill provisions or “don’t ask, don’t waive” provisions. These potential targets were in the medical or healthcare industries. Aimei Health ultimately determined not to proceed with any of its other potential acquisition opportunities because, in the judgment of the Aimei Health board and management, the other potential business combination targets did not meet the valuation expectations of Aimei Health or otherwise did not present as attractive or feasible a business combination opportunity as United Hydrogen.

With regard to those three targets with which Aimei Health did not pursue a business combination:

Company A

In January 2024, Company A, which has no affiliation with Aimei Health or its related entities, was introduced to Aimei Health’s management through a financial advisor. Company A is a pharmaceutical research company in the U.S. dedicated to developing innovative drugs using novel drug carrier systems.

Between January and February 2024, Aimei Health’s management thoroughly reviewed Company A’s business model and engaged in three online discussions with its management team. Following a preliminary due diligence review, Aimei Health identified Company A as a potential merger candidate. However, in March 2024, Aimei Health removed Company A from the priority list due to the substantial funding requirements that exceeded Aimei Health’s capacity.

Company B

In February 2024, Company B, which is also not affiliated with Aimei Health or its associated entities, was referred to Aimei Health’s management by a financial advisor. Company B, based in Hong Kong, specializes in stem cell culture technology. After reviewing Company B’s business model and holding discussions with its management in March 2024, Aimei Health’s management identified Company B as a potential merger candidate. A confidential agreement was signed on March 1, 2024, and Aimei Health conducted further due diligence through the end of March. In April 2024, Company B was removed from the priority list, as Aimei Health concluded that Company B’s market potential was insufficient to support a publicly listed company.

Company C

In March 2024, Company C, which has no affiliation with Aimei Health or its subsidiaries, was introduced to Aimei Health’s management via a financial advisor. Based in Singapore, Company C is a human genetic testing company focused on early detection of individual-specific cancer risks. After reviewing introductory information and meeting with its management, Aimei Health identified Company C as a potential merger candidate. A confidential agreement

was signed on March 8, 2024. From March to early April 2024, Aimei Health conducted due diligence, examining Company C’s financial information, share structure, and business model. However, Company C was removed from the priority list in early April as its valuation was determined to be significantly higher than its fair market price.

Timeline of the Business Combination with United Hydrogen

On March 8, 2024, Mr. Lingyi Zhu, the representative of Chain Stone Capital Limited, which is the financial advisor for United Hydrogen, reached out to Aimei Health management team through a personal referral by the CEO of Aimei Health, Mr. Junheng Xie, and noted that Aimei Health was seeking a business combination target. On March 12, 2024, Chain Stone Capital Limited introduced United Hydrogen to Aimei Health. The initial introduction meeting included the representative of Chain Stone Capital Limited, Mr. Zhu, and the CEO of Aimei Health, Mr. Xie, and was conducted via conference call. United Hydrogen is a hydrogen solutions provider, specializing in the evaluation, design, construction, post-delivery operation and management of hydrogen production plants and hydrogen refueling stations, as well as the sale of fuel cell systems for hydrogen trucks and forklifts and the design, sale and lease of fuel cell forklifts. United Hydrogen’s mission is to offer sustainable, efficient, and integrated hydrogen solutions to help clients achieve their green, zero-carbon business goals. Seeking a potential business combination, United Hydrogen expressed interest in exploring a transaction with Aimei Health. This aligned with Aimei Health’s investment thesis due to its rapid growth, experienced management team, and strong market position. A non-disclosure agreement was sent to Chain Stone Capital Limited for United Hydrogen to sign.

On April 18, 2024, Aimei Health and United Hydrogen entered into a non-disclosure agreement, allowing Aimei Health to receive and evaluate detailed information about United Hydrogen.

On April 23, 2024, an introductory conference call was held between the management teams of Aimei Health and United Hydrogen. Aimei Health’s CEO, Junheng Xie, and United Hydrogen’s management team, including CEO and Chairwoman Ms. Xia Ma, discussed United Hydrogen’s business model, strategy, core capabilities, technology, and research and development propositions. United Hydrogen aims to build a comprehensive hydrogen industry ecosystem rather than focusing on specific hydrogen technologies.

On the same day, Aimei Health’s CFO, Mr. Heung Ming Wong, provided United Hydrogen with a due diligence request list.

From April 24 to April 26, 2024, several emails and conference calls occurred between the management teams of Aimei Health and United Hydrogen. Aimei Health’s CEO, Junheng Xie, CFO, Mr. Heung Ming Wong and United Hydrogen’s Chairwoman, Ms. Xia Ma, were in the emails and conference calls. They discussed commercial and capital-raising plans, the prospects of a business combination, and the terms of a letter of intent (the “LOI”), including valuation, corporate governance, post-merger employment, and necessary steps for due diligence. It was also noted that Aimei Health’ officers and directors would not serve on the board or in management roles in the Pubco after the business combination.

On April 26, 2024, Aimei Health submitted a draft LOI to United Hydrogen for review. The key terms of the initial LOI included a preliminary valuation of $1.35 billion, subject to further due diligence. Additionally, the LOI proposed a 12-month lock-up period for significant United Hydrogen shareholders following the closing of the business combination.

On April 27, 2024, United Hydrogen’s founder and director, Ms. Xia Ma, submitted a revised LOI with changes to certain business terms, including valuation and lock-up period. A conference call was proposed for April 28, 2024, to discuss the revisions. Following the call, a revised LOI was submitted by Aimei Health after United Hydrogen’s shareholders emphasized that, in line with market practice and fairness for both sides, the lock-up period should be reduced from 12 months to six months. During the conference call, United Hydrogen’s CEO and Chairwoman Ms. Xia Ma, provided a detailed management presentation regarding United Hydrogen’s business development plan and the material assumptions underlying the company’s target projections, which covered the following aspects: (i) United Hydrogen’s general hydrogen services and products market is expected to show relatively fast growth from 2024 to 2026; (ii) United Hydrogen is expected to execute its growth strategies effectively and successfully, convert sales projections into MOUs, and then transform them into binding contracts to realize sales accordingly; (iii) in terms of the hydrogen energy solutions sector, United Hydrogen is expected to assist customers in designing and constructing a total of 19 hydrogen production plants and 30 hydrogen refueling stations, as well as operate and manage 12 hydrogen production plants and 27 hydrogen refueling stations during the Forecast Period (as defined below); (iv) in terms of the hydrogen commercial applications sector, United Hydrogen is expected to achieve corresponding sales or leases of

forklifts, heavy-duty trucks, and sales of fuel cell systems as scheduled; (v) United Hydrogen is expected to establish a total of three giga plants in China and four abroad during the Forecast Period to support the production and sales of key equipment used in the hydrogen energy industry, such as electrolysis systems and fuel cell forklifts; (vi) United Hydrogen is expected to be able to retain its existing customers and procure new customers to expand its customer pool; (vii) United Hydrogen is expected to be able to develop and maintain key suppliers that can deliver services and products in a timely manner, meeting all quality, quantity, safety, cost requirements, and technical specifications; (viii) United Hydrogen is expected to be able to attract, motivate, and retain key management as well as experienced and capable personnel to maintain and grow their business; (ix) United Hydrogen is expected to be able to recruit, train, and retain qualified personnel or sufficient workforce while controlling their labor costs; (x) United Hydrogen is expected to be able to generate adequate cash inflows from its operating activities or maintain adequate external financing to support its operation and expansion; (xi) no future legislative or regulatory changes is expected to have a material adverse effect on United Hydrogen’s business, results of operations, and financial condition, which represent the material assumptions of target company projections. Both the management teams of United Hydrogen and Aimei Health understood that potential events, such as changes in global politic landscape and macroeconomic conditions, could materially impact United Hydrogen’s prospects or alter its financial projections for the future performance of the business.

On the evening of April 28, 2024, Aimei Health submitted another revised LOI, increasing the valuation range from $1,400 million to $1,450 million, to $1,450 million to $1,500 million. These valuations were changed and determined by Aimei Health management including its CEO, Mr. Junheng Xie, and its CFO, Mr. Heung Ming Wong, based on additional due diligence findings and a more detailed financial projection provided by United Hydrogen.

On April 29, 2024, United Hydrogen presented a revised LOI and requested a detailed breakdown of expenses and proposed caps for discussion.

On the same day, Aimei Health addressed United Hydrogen’s comments and changes to the LOI, sending a revised LOI along with a detailed de-SPAC expense estimation to United Hydrogen.

Following the revised LOI’s delivery, a series of emails and conference calls took place between the management teams of Aimei Health and United Hydrogen, leading to the execution of the LOI on April 29, 2024. On April 29, 2024, the management teams of Aimei Health and United Hydrogen also discussed potential PIPE financing or other funding options for the combined company. Both parties agreed that securing additional financing would benefit the development of the combined company. As of the date of this proxy statement/prospectus, however, no PIPE financing or other additional financing has been initiated or finalized.

On May 1, 2024, Aimei Health engaged Hunter Taubman Fischer & Li LLC as its U.S. legal counsel. In addition, Aimei Health engaged Grandall Law Firm as its PRC legal counsel to conduct legal due diligence on United Hydrogen and its business. Aimei Health also engaged CHFT to provide a valuation analysis of United Hydrogen’s equity value and an opinion on the transaction’s fairness for the shareholders of Aimei Health.

After engaging CHFT, they delivered a checklist and information request for United Hydrogen’s valuation on May 1, 2024. From May 13 to May 15, 2024, CHFT conducted on-site due diligence for its valuation analysis and fairness opinion.

From May 6 to June 4, 2024, additional conference calls were held between Mr. Wong, Aimei Health’s CFO, and CHFT’s team to discuss suitable comparable companies and valuation modeling.

On May 6, 2024, United Hydrogen established a data room, granting Aimei Health access to its summarized financial information, legal documents, material agreements, and business projections. Legal due diligence began on the same day.

On May 7, 2024, United Hydrogen proposed a timeline for the business combination, which Aimei Health reviewed.

On May 8, 2024, Hunter Taubman Fischer & Li LLC and Grandall Law Firm held a conference call with United Hydrogen’s legal team to discuss legal due diligence, potential deal structure, and transaction responsibilities and timelines.

On May 13, 2024, after the initial data room review, Hunter Taubman Fischer & Li LLC submitted a follow-up due diligence request list to United Hydrogen for further information.

On May 17, 2024, United Hydrogen responded to the follow-up request, supplying additional data for Aimei Health’s review. The parties agreed to use the double dummy structure for the de-SPAC transactions.

Following the LOI execution, Aimei Health conducted additional due diligence and reviewed United Hydrogen’s materials. A series of internal and joint conference calls were held to clarify business model, strategy, technology, and intellectual property issues.

On May 22, 2024, United Hydrogen provided additional information. Aimei Health requested supplementary materials on June 3, 2024, which were supplied on June 7, 2024. Grandall Law Firm submitted a draft due diligence report on June 8, 2024, discussing various risks and legalities under PRC laws.

During this period, internal discussions among Aimei Health’s management and board members took place. From May 6 to June 7, 2024, Aimei Health and United Hydrogen exchanged emails and calls to finalize the Business Combination Agreement.

United Hydrogen provided additional requested materials, and Aimei Health held further internal and joint conference calls to address due diligence findings and merger issues. Aimei Health deemed the proposed business combination feasible and the valuation acceptable, subject to further due diligence and a fairness opinion.

On May 23, 2024, Aimei Health’s legal counsel provided a draft Business Combination Agreement to United Hydrogen for review.

On May 30, 2024, Aimei Health’s legal counsel provided drafts of ancillary transaction documents, and Hunter Taubman Fischer & Li LLC provided Aimei Health’s disclosure schedules and revisions.

On June 3, 2024, United Hydrogen provided its disclosure schedules and comments to Aimei Health’s disclosure schedules.

On June 4, 2024, United Hydrogen’s legal counsel, MagStone Law LLP, provided a revised draft Business Combination Agreement and ancillary agreements for review. Several conference calls and email exchanges followed to finalize these documents.

From June 8 to June 12, 2024, further calls were held between Mr. Wong and CHFT’s team on comparable companies and valuation modeling.

On June 7, 2024, Aimei Health engaged Ogier (Cayman) LLP for Cayman law advice.

On June 13, 2024, CHFT submitted a draft fairness opinion to Aimei Health.

On June 14, 2024, United Hydrogen provided initial incorporation documents for Pubco, First Merger Sub, and Second Merger Sub. CHFT sent a draft valuation analysis of United Hydrogen’s equity value to Aimei Health.

From May 21 to June 12, 2024, multiple conference calls addressed business and legal aspects of the merger, including deal structure, SEC registration, Nasdaq listing, and valuation analysis.

In subsequent days, Aimei Health and United Hydrogen continued discussions on draft Business Combination Agreement and ancillary documents. Legal counsel from both sides also addressed PRC regulatory concerns and Cayman law compliance.

From June 12, 2024 to June 14, 2024, Hunter Taubman Fischer & Li LLC and MagStone Law LLP exchanged drafts of ancillary documents and disclosure schedules.

From June 14, 2024, ongoing preparations for the execution of the Business Combination Agreement included updating the signing checklist and finalizing transaction terms.

On June 17, 2024, Aimei Health held a board meeting attended by all board members, legal counsels, and CHFT, who presented the valuation analysis and fairness opinions. Following the meeting, the board approved the transaction and authorized management to enter into the definitive agreement.

On June 19, 2024, the Business Combination Agreement was signed by all parties, with the signing publicly announced on June 20, 2024

Basis for Aimei Health Board of Directors’ Recommendation — Valuation Analysis and Fairness Opinion

In addition to the foregoing factors, the board of directors of Aimei Health also considered the fairness opinion and supporting analysis provided by an independent valuation consultancy, CHFT. CHFT performed various valuation and financial analyses, including the guideline public company analyses.

CHFT provides comprehensive capital market professional services in property and business valuation, market research consultancy, ESG/sustainability advisory services. CHFT is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs, restructurings, securities offerings in both private and public capital markets.

CHFT was introduced to Aimei Health’s management team on May 1, 2024, when Aimei Health’s CEO, Junheng Xie, along with other directors, held an introductory conference call with CHFT to discuss the terms of the engagement letter proposed by CHFT. Pursuant to the engagement letter signed by Aimei Health on May 1, 2024, Aimei Health retained CHFT to provide a fairness opinion to the board of directors of Aimei Health in connection with the proposed merger with United Hydrogen.

In selecting CHFT, the board of directors of Aimei Health reviewed the qualifications and experiences of CHFT team to assess the competency of CHFT. The board of directors of Aimei Health also reviewed the scope of services provided under the engagement of CHFT by Aimei Health and noted that the scope of work is appropriate to the opinions given in the fairness report and there were no limitations on the scope of work. Therefore, the board of directors of Aimei Health believed that CHFT is qualified and possesses sufficient relevant experience in performing the valuation regarding the valuation of United Hydrogen.

According to CHFT, United Hydrogen does not maintain financial projections for an adequate period of years in its normal course of operations. As a result of not having adequate year projections, CHFT was unable to perform, and Aimei Health was unable to consider, a discounted cash flow analysis. An adequate financial projection period for the discounted cash flow analysis typically needs to extend from the valuation date until the company reaches a stable phase of development — namely when it enters a perpetual growth stage with a low rate close to that of long-term gross domestic product or inflation. In practice, this projection period generally needs to span at least five years. As Aimei Health advised CHFT, a forecast with respect to the future financial performance of United Hydrogen reflecting the best currently available estimates and judgments of the management of United Hydrogen was available only for the years ending December 31, 2025 and 2026.

Summary of the Opinion of CHFT

Overview

On June 19, 2024, CHFT rendered its opinion to Aimei Health to the effect that, as of such date, the aggregate consideration to be issued by Aimei Health in the Business Combination was fair, from a financial point of view to Aimei Health and its shareholders. For purposes of its financial analyses, CHFT assumed that the aggregate consideration per the Business Combination Agreement would have a value equal to $1,500,000,000 at Closing.

CHFT’s opinion was only one of many factors considered by the Aimei Health board of directors in evaluating the Business Combination. Neither CHFT’s opinion nor its analyses were determinative of the aggregate consideration or of the views of the Aimei Health board of directors or management with respect to the Business Combination or the aggregate consideration. The type and amount of consideration payable in the Business Combination were determined through negotiations between Aimei Health and United Hydrogen, and the valuation decision was made by Aimei Health management, including its CEO and CFO, after reviewing all materials provided by United Hydrogen and its business projections. The valuation was developed based on public comparable company multiples and assumptions about future business performance, as discussed during the conference call on April 28, 2024. The valuation decision was then reviewed and approved by the board of directors of Aimei Health. The decision to enter into the Business Combination Agreement was solely that of the Aimei Health board of directors.

Procedures

CHFT’s analyses relied upon, but were not necessarily limited to, the following procedures:

1.      Reviewed the following documents:

a.      United Hydrogen’s financial statements for the years ended December 31, 2023 and 2022;

b.      Contracts of United Hydrogen with major suppliers and customers;

c.      Other internal documents relating to the history, current operations, and probable future outlook of the United Hydrogen, including financial projections for the years 2024 through 2026, prepared by the United Hydrogen, updated for current market conditions by Aimei Health management, and provided to us by management of the Aimei Health (the “Financial Projections”); and

d.      A draft of the Business Combination Agreement.

2.      Discussed with various members of senior management of United Hydrogen and Aimei Health, concerning historical and current operations, financial conditions and the Financial Projections of United Hydrogen;

3.      Discussed with senior management of Aimei Health concerning background and other elements of the proposed Business Combination;

4.      Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including an analysis of selected public companies that CHFT deemed relevant. CHFT also considered the discounted cash flow method. United Hydrogen’s management, however, was unable to provide financial forecasts for a sufficiently long period of time, so this method was not feasible. CHFT also evaluated the cost approach, but it was deemed unsuitable as it does not capture the future economic benefits of the company’s assets, especially given that United Hydrogen is expected to continue growing in the foreseeable future. The cost approach is typically used for companies that are not expected to operate as going concerns; and

5.      Conducted such other analyses and considered such other factors as CHFT considered appropriate in rendering the opinion.

Assumptions

CHFT relied upon and assumed, without independent verification, the accuracy and completeness of all data, materials, and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material, and other information.

CHFT relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of United Hydrogen or Aimei Health since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to CHFT that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by CHFT materially incomplete or materially misleading.

CHFT further relied upon the assurance of management of United Hydrogen and Aimei Health that they are unaware of any facts that would make the information provided to them incomplete or misleading in any respect. CHFT’s analyses were based, among other things, on the projections of United Hydrogen furnished to them by senior management of United Hydrogen and Aimei Health. In addition, CHFT assumed that the Financial Projections had been reasonably prepared by United Hydrogen’s management and reflect management’s best currently available estimates and good faith judgment of the future competitive, operating and regulatory environment and related financial performance of United Hydrogen. CHFT also relied on existing financial, economic, market, and other conditions, as well as the information available to it as of the date of its opinion.

In its review, CHFT did not obtain or receive any independent evaluation or appraisal of the assets or liabilities of, nor did it conduct a comprehensive physical inspection of, any of the assets of, United Hydrogen. In addition, CHFT was not furnished with any such evaluations, appraisals or reports of such physical inspections, and did not assume any responsibility to obtain any such evaluations, appraisals, or inspections.

In rendering its opinion, CHFT also assumed that: (i) the final versions of all documents reviewed by them in draft form conform in all material respects to the drafts reviewed; (ii) in all respects material to its analysis that the representations and warranties of each party contained in the Business Combination Agreement are true and correct, that each party will

perform all of the covenants and agreements required to be performed by it under the Business Combination Agreement and that all conditions to the consummation of the Business Combination will be satisfied without waiver thereof which would affect the amount or timing of receipt of the consideration; (iii) there is currently no, and there will not be, as a result of the consummation of the transactions contemplated by the Business Combination Agreement, any default, or event of default, under any indenture, credit agreement, or other material agreement or instrument to which Aimei Health or any of its subsidiaries or affiliates is a party; and (iv) all material assets and liabilities of United Hydrogen were as set forth in the consolidated financial statements provided to CHFT as of the respective dates of such financial statements.

Valuation Analysis

In assessing the valuation of United Hydrogen in connection with rendering its opinion, CHFT performed the guideline public company analyses.

Guideline Public Company Analyses

The guideline public company method, also known as the comparable company method, is a method within the market approach whereby market multiples are derived from stock prices of public companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market.

United Hydrogen’s business is expected to achieve scale in 2026, the Aimei Health Board believes that the pricing multiples of 2026 is appropriate for comparison and provide the reference point.

CHFT reviewed and analyzed United Hydrogen’s trading valuation metrics and projected financial performance for the year ending December 31, 2026, compared to such information for certain publicly traded companies in the hydrogen industry that CHFT deemed relevant for purposes of its valuation analysis. CHFT selected publicly traded comparable group companies based upon its views as to the comparability of the financial, operating of these companies to United Hydrogen. CHFT selected a group of comparable companies listed on stock exchanges to provide a reasonable reference. The selection criteria for these comparable companies were as follows:

1)      Each comparable company should primarily engage in a similar business or sector as United Hydrogen. CHFT selected companies involved in the provision of hydrogen fuel cell or hydrogen solutions, with operating characteristics resembling certain elements of United Hydrogen (the “First Selection Criterion”);

2)      The comparable companies should be listed on a stock exchange in the United States or the PRC (the “Second Selection Criterion”); and

3)      The comparable companies should have financial information that is both available and publicly disclosed. In order to calculate the implied multiples of enterprise value or “EV” to 2026 estimated revenue (“EV /2026E Revenue”) and enterprise value to 2026 estimated earnings before interest, taxes, depreciation, and amortization, or “EBITDA (“EV /2026E EBITDA”), the market price of these comparable companies should be publicly available, and applicable equity research and consensus estimates should be available with respect to their estimated 2026 revenue and estimated 2026 EBITDA (the “Third Selection Criterion”).

The following seven companies met the First and Second Selection Criteria and were initially selected and used by CHFT for purposes of its valuation analyses. CHFT did not exclude the comparable companies that met both the First and Second Selection Criteria mentioned above:

Selected Comparable Group Companies

•        Beijing SinoHytec Co., Ltd. (2402-HK)

•        Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. (9663-HK)

•        Plug Power Inc. (PLUG-US)

•        FuelCell Energy, Inc. (FCEL-US)

•        Bloom Energy Corporation. (BE-US)

•        Hyzon Motors Inc. (HYZN-US)

•        Advent Technologies Holdings, Inc. (ADN-US)

CHFT calculated the following trading multiple for the selected comparable group companies as of December 31, 2023, based on consensus estimates that are derived from average data collected by research analysts, sourced from FactSet, and the publicly available financial filings:

____________

*        Note:    Beijing SinoHytec Co., Ltd., Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd., Hyzon Motors Inc. and Advent Technologies Holdings, Inc. do not meet the Third Selection Criterion due to the lack of research analyst coverage for their 2026 estimated revenue and EBITDA. As a result, no available data can be used, and their EV/2026 Revenue and EV/2026E EBITDA are marked as N/A.

CHFT compared United Hydrogen with three comparable companies (PLUG, FCEL, and BE) and identified the following differences:

1)      Scale (in terms of revenue): In the fiscal year 2023, the revenue of PLUG, FCEL, and BE was US$891.3 million, US$123.4 million, and US$1,333.5 million, respectively, while United Hydrogen’s revenue for the same period was US$13.1 million.

2)      Operating history: PLUG, FCEL, and BE were established in 1997, 1969, and 2001, respectively, and their public listing years were 1999, 1992, and 2018. In comparison, United Hydrogen’s primary operating entities, Zhejiang Qingyuan and Yixun Chuangneng, were founded in 2019 and 2021, respectively. The three comparable companies have a longer operating history than United Hydrogen.

Nonetheless, CHFT ultimately used the price multiples of the above three comparable companies (PLUG, FCEL, and BE) to assess United Hydrogen’s value, primarily considering the following factors:

1)      Although the selected comparable companies vary in revenue and operational history, none of the seven companies (including those meeting the First and Second Selection Criteria) were profitable in the past three full fiscal years. This indicates that the hydrogen industry, particularly companies providing fuel cells and related solutions, is still in the early growth stage and has not yet reached the maturity stage where stable profits are generated. United Hydrogen, like the three comparable companies, is also in the early growth stage.

2)      Among the three selected comparable companies, we compared their market capitalizations as of December 31, 2023 with their EV /2026E Revenue and EV/2026E EBITDA multiples and found no linear relationship between market capitalization and price multiples. For example, PLUG’s market capitalization is smaller than BE’s, and its price multiple is also smaller than BE’s, while FCEL’s market capitalization is smaller than both PLUG and BE, but its price multiples are larger than those of PLUG and BE. This indicates that, within the current industry and the selected comparable companies, market capitalization is not a significant or relevant factor influencing the valuation of United Hydrogen.

Based on the above analysis, CHFT believes the above three selected comparable companies are appropriate as an indicator of the value of United Hydrogen.

In valuing and selecting the price multiples to apply to United Hydrogen, CHFT reviewed the differences in the growth expectations, size, profitability (as measured by EBITDA margin) between United Hydrogen and the three selected comparable companies. Based on this information, CHFT used professional judgment to select price multiples that reflect the relative comparability of United Hydrogen to the three selected comparable companies. Some of the factors considered by CHFT include:

1)      Growth: For 2024 through 2026, United Hydrogen’s revenue growth rate is expected to be surpass that of all three selected comparable companies. Given that United Hydrogen is projected to grow revenue at a faster rate than its peers, all else being equal, this suggests that higher price multiples are warranted.

2)      Size: In terms of revenue, United Hydrogen is expected to be smaller than the average of the three comparable companies from 2024 through 2026, even though United Hydrogen is growing. The relationship between company size and price multiples is complex. Generally, in a bear market, investors may expect larger companies, with their economies of scale and market positions, to be more resilient to risk, which could lead to higher price multiples for these larger firms. In a bull market, however, investors may anticipate that smaller companies have greater market potential, which could result in higher price multiples for smaller firms.

3)      Profitability: In 2024 and 2025, United Hydrogen’s expected EBITDA margins exceed the average expected EBITDA margins of the three selected comparable companies, while in 2026, United Hydrogen’s expected EBITDA margin is anticipated to be close to the average of the three selected comparable companies. All else being equal, higher margins generally justify higher price multiples.

As discussed above, certain factors suggest that United Hydrogen could trade at a premium compared to the comparable companies (e.g., relative growth expectations and profitability), while other factors indicate it may trade at a discount (e.g., smaller size). Ultimately, CHFT believes that the current average price multiples are relatively conservative yet appropriate for United Hydrogen.

In performing its guideline public company analyses:

•        CHFT applied selected multiple ranges of 1.3x to 1.6x estimated 2026E revenue, and 11.1x to 16.0x estimated 2026E EBITDA to corresponding financial data for United Hydrogen for purposes of valuing United Hydrogen on a stand-alone public market trading basis.

•        The selected companies’ analyses indicated implied total equity value reference ranges for United Hydrogen of US$1,343 million to US$1,653 million based on estimated 2026E revenue, and US$1,209 million to US$1,742 million based on estimated 2026E EBITDA, in each case as compared to the implied total equity value for the business combination of US$ One Billion and Five Hundred Million.

•        CHFT noted that the aggregate merger consideration was within the aforementioned valuation reference ranges based on guideline public company analyses.

Disclosure of Fee and Prior Relationships

As compensation for CHFT’s services in connection with the rendering of its opinion to the board of directors of Aimei Health, Aimei Health agreed to pay CHFT a fee of RMB610,000 (approximately $83,000). Aimei Health has agreed to indemnify CHFT against certain liabilities arising out of or in connection with the services rendered and to be rendered by CHFT. Except for the aforementioned compensation, CHFT has not received, and will not receive, any other payment or compensation, including any compensation contingent upon the successful consummation of the Business Combination.

During the two-year period prior to the date of CHFT’s opinion, no material relationship existed between CHFT or its affiliates or unaffiliated representatives and Aimei Health or any of its affiliates pursuant to which compensation was received by CHFT. CHFT may seek to provide valuation and consultancy services to the Aimei Health, or its respective affiliates in the future, for which CHFT would seek customary compensation. However, any such future relationship is not currently contemplated.

Conclusions

The preparation of CHFT’s opinion was a complex, analytical process involving various determinations as to the most appropriate and relevant methods of analysis and the application of those methods to the particular circumstances and is not necessarily susceptible to partial analysis or summary description.

CHFT’s draft fairness opinion, which was reviewed by the Aimei Health board of directors prior to approving the final terms of the Business Combination, indicates that based upon the investigation, analysis, and assumptions described therein, the total consideration to be paid for United Hydrogen of one billion and five hundred million ($1,500,000,000) is fair to the shareholders of Aimei Health from a financial point of view.

The full text of the written opinion of CHFT dated June 19, 2024, which sets forth assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, are attached to this proxy statement/prospectus as Annex F. You are encouraged to read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the scope of the review undertaken by CHFT in rendering its opinion. CHFT’s opinion is directed to Aimei Health and addresses only their opinion on the fair market value of United Hydrogen as of the respective appraisal date as set forth in the opinion. The CHFT opinion is not a recommendation as to how any holder of Aimei Health ordinary shares should vote with respect to the Business Combination or any other matter. The summary of the opinions of CHFT set forth above is qualified in its entirety by reference to the full text of the opinion.

Reasons for Aimei Health Board of Directors’ Approval of the Business Combination

Aimei Health was formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more business entities. As described above, the Aimei Health board of directors sought to do so by using the networks and industry experience of both the Sponsor, the Aimei Health board of directors, and Aimei Health’s management to identify and acquire one or more businesses.

In approving the Business Combination, the Aimei Health board of directors discussed the valuation of United Hydrogen. The board considered United Hydrogen’s financial results, the Original United Hydrogen Management Projections (defined below), industry and market trends, and the valuation of comparable companies. Additionally, the Aimei Health board reviewed the valuation analysis and comparison presented in the fairness opinion provided by CHFT. The board also took into account the potential dilution of non-redeeming shareholders, including the dilution resulting from United Hydrogen shareholders and other dilution detailed in this proxy statement/prospectus (see “Dilution to the Shareholders off Aimei Health”). Considering the transaction terms, the combined company will issue 150 million Pubco Class A Ordinary Shares to the shareholders of United Hydrogen in the current consideration paid in the business combination. This consideration was based on the Original United Hydrogen Management Projections provided by United Hydrogen’s management and supported by a fairness opinion from CHFT.

In reaching its decision with respect to the Business Combination, Aimei Health’s board of directors considered views of Aimei Health’s management regarding the opportunity represented by the proposed transaction and evaluated the investor presentation provided by United Hydrogen. Aimei Health’s management discussed its diligence to the board, which included but not limited to:

•        review of United Hydrogen’s draft financial statements for the fiscal year ended December 31, 2023 and 2022;

•        review of the fairness opinion provided by CHFT, which is attached hereto as Annex F (for more details, please refer to “— Summary of the Opinion of CHFT”);

•        review of the Original United Hydrogen Management Projections (for more details, please refer to “— Summary of Financial Analysis”);

•        review of United Hydrogen’s descriptions of its business operations;

•        review of financial data of public companies that are comparable to United Hydrogen;

•        review of a draft due diligence report and memorandum on major legal issues involved in the business combination between Aimei Health and United Hydrogen, prepared by Grandall Law Firm, Aimei Health’s PRC counsel;

•        review of United Hydrogen’ corporate records, material agreements, employment agreements, tax, litigation, and other business-relevant materials;

•        discussions with United Hydrogen’s management;

•        third-party background checks on United Hydrogen’ management and directors;

In evaluating the proposed transaction with United Hydrogen, the Aimei Health board of directors consulted with its legal counsel and accounting, CHFT, and other advisors. In determining that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby were in Aimei Health’s best interests, the Aimei Health board of directors considered and evaluated a number of factors, including, but not limited to, the factors discussed below. United Hydrogen’s draft financial statements, the Original United Hydrogen Management Projections, and CHFT’s fairness opinion provided the Aimei Health board of directors with a quantitative analysis of United Hydrogen’s valuation. Descriptions of the United Hydrogen’s business operation, due diligence reports, and other related materials offered the board with qualitative insights into potential risks from business, legal, and market perspectives. Additionally, the board members inquired with CHFT staff about the assumptions and methodology underlining their valuation and fairness opinions, and, based on their respective transactional experience and industry knowledge, engaged in a careful review of the financial stability, profitability, and growth potential of the target company regarding the above factors and the benefits of transitioning it to a public company. The board members also assessed the risks related to financing, industry market dynamics, and broader economic conditions that may impact the target company’s performance and trends. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination Agreement and the transactions contemplated thereby, the Aimei Health board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that the Aimei Health board of directors considered in reaching its determination and supporting its decision, although the board members prioritized the Original United Hydrogen Management Projections and the fairness opinion as key considerations when assessing the valuation of United Hydrogen. The Aimei Health board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by the Aimei Health board of directors. In addition, individual directors may have given different weight to different factors. The Aimei Health board of directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the following reasons. This explanation of Aimei Health’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

The members of the Aimei Health board of directors are well qualified to evaluate the Business Combination with United Hydrogen. The Aimei Health board of directors and management collectively have extensive transactional experience. In particular, in addition to its review of United Hydrogen’s equity value and the consideration to be paid in connection with the proposed Business Combination, the Aimei Health board of directors considered the following reasons or made the following determinations, as applicable:

•        United Hydrogen satisfies a number of acquisition criteria that Aimei Health had established to evaluate prospective business combination targets.    The Aimei Health board of directors considered the business, history, prospects, credibility, and valuation of United Hydrogen and its affiliates, and determined that United Hydrogen satisfies a number of criteria and guidelines set forth during the IPO, including (i) high growth prospects with sustainable proprietary position; (ii) experienced management teams with previous successes; and (iii) comprehensive business coverage, deep understanding of customers’ needs, with a flexible business model, partnership with industry leaders and experienced and knowledgeable management team.

•        Favorable prospects for future growth.    Information from Aimei Health and United Hydrogen’s management regarding (i) United Hydrogen’s business, prospects, financial condition, operations, technology, services, management, competitive position, and strategic business goals and objectives; (ii) general economic, industry, regulatory, and financial market conditions; and (iii) opportunities and competitive factors within United Hydrogen’s industry.

•        Visionary management team with a proven track record of innovation and execution.    United Hydrogen is led by a management team with extensive experience in hydrogen energy solutions and hydrogen commercial solutions. In addition, the Aimei Health board of directors considered Ms. Ma’s holdings of Pubco securities following the Business Combination, and her ability to sell substantially all such holdings yet still retain control over the company due to her holdings of Pubco Class B Ordinary Share having ten (10) votes per share compared to the one vote per share to which Class A Ordinary Shares are entitled. These aspects did not change Aimei Health board of directors’ determination because (i) the Aimei Health board of directors took notice that similar dual-class shareholding structure had been adopted by other public companies for the benefit of their founders; (ii) Ms. Ma will be subject to lock-up; (iii) upon Closing, Ms. Ma will still be subject to her fiduciary duties under the laws of the Cayman Islands and the Amended Pubco Articles (which form is included as Annex B to this proxy statement/prospectus) in

exercising her decision-making powers as Chairperson, Director and Chief Executive Officer of Pubco; and (iv) the Aimei Health board of directors reviewed Ms. Ma’s professional and industry experience, as well as her long tenure with United Hydrogen.

•        Best available opportunity.    The Aimei Health board of directors determined, after a thorough review of other business combination opportunities reasonably available to Aimei Health, that the proposed Business Combination represents the best potential business combination for Aimei Health based upon the process utilized to evaluate and assess other potential acquisition targets, and the Aimei Health board of directors’ belief that such processes had not presented a better alternative.

•        Continued significant ownership by United Hydrogen.    The Aimei Health board of directors considered that United Hydrogen’s existing equity holders would be receiving a significant amount of Pubco Ordinary Shares in the proposed Business Combination and that United Hydrogen’s principal shareholders and key executives are “rolling over” their existing equity interests of United Hydrogen into equity interests in Pubco. The current United Hydrogen shareholders are expected to own approximately 84.97% of the outstanding Pubco Class A Ordinary Shares and 100% of the outstanding Class B Ordinary Shares, together constituting approximately 98.93% of the voting power of the Pubco Ordinary Shares voting together as a single class, assuming none of Aimei Health’s Public Shareholders exercise their redemption rights in connection with the Business Combination.

•        Likelihood of closing the business combination.    The Aimei Health board of directors believes that an acquisition by Aimei Health has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws and without potential issues from any regulatory authorities.

The Aimei Health board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including but not limited to the following:

•        Business risk.    The risk that the future financial performance of United Hydrogen may not meet the Aimei Health board of directors’ expectations due to factors in United Hydrogen’s control or out of United Hydrogen’s control, such as United Hydrogen’s failure to continuously innovate, to attract and retain customers, to adapt to new businesses, to obtain sufficient capital, to maintain its competitive edge in the business of hydrogen energy solutions and hydrogen commercial solutions, among others.

•        Industry risk.    The risk that the hydrogen energy industry in which United Hydrogen operates is significantly impacted by significant adverse regulatory developments.

•        Closing of the Business Combination May Not Occur.    The risks and costs to Aimei Health if the Business Combination is not completed, including the risk of diverting management focus and resources to other business combination opportunities, which could result in Aimei Health being unable to effect a business combination within the timeframe set forth under Aimei Health’s current charter, forcing Aimei Health to liquidate the trust account.

•        Current Public Shareholders Exercising Redemption Rights.    The risk that some of Aimei Health’s current Public Shareholders would decide to exercise their redemption rights, thereby depleting the amount of cash available in the trust account.

•        Closing Conditions of the Business Combination.    The fact that the Closing is conditioned on satisfying certain closing conditions, many of which are not within Aimei Health’s control.

•        Aimei Health Shareholders Not Holding a Majority Position in Pubco.    The fact that Aimei Health shareholders will not hold a majority position in Pubco following the Business Combination, which will reduce the influence that Aimei Health’s current shareholders have on Pubco’s management.

•        Post-Closing Corporate Governance.    The fact that post-Closing, Ms. Xia Ma will control the voting power of all outstanding Pubco Class B Ordinary Shares and approximately 93.15% voting power of the total issued and outstanding Pubco Ordinary Shares voting together as a single class assuming a “no redemption” scenario. Given Ms. Ma’s voting power over the Pubco Ordinary Shares as described in this paragraph, she will effectively be able to nominate, appoint, and remove the entirety of Pubco’s board of directors. Ms. Ma will therefore have decisive influence over matters requiring shareholder approval by ordinary resolution and significant influence over matters requiring shareholder approval by special resolution, including significant corporate transactions, such as a merger or sale of Pubco or its assets.

•        Litigation Related to the Business Combination.    The risk of potential litigation challenging the Business Combination.

•        No Survival of Remedies for Breach of Representations, Warranties, or Covenants of United Hydrogen.    The Business Combination Agreement provides that Aimei Health will not have any surviving remedies against United Hydrogen or its equity holders after the Closing to recover for losses as a result of any inaccuracies or breaches of the representations, warranties or covenants of United Hydrogen set forth in the Business Combination Agreement. As a result, Aimei Health shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of United Hydrogen prior to the Closing, whether determined before or after the Closing, without any ability to recover for the amount of any damages. The Aimei Health board of directors determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current equity holders of United Hydrogen will be, collectively, the majority equity holders in Pubco and therefore would bear a majority of any such losses.

•        Transaction Fees and Expenses Incurred by Aimei Health.    The substantial transaction fees and expenses to be incurred in connection with the Business Combination and the negative impact of such expenses on Aimei Health’s cash reserves and operating results if the Business Combination is not completed.

•        Negative Impact Resulting from the Announcement of the Business Combination.    The possible negative effect of the Business Combination and public announcement of the Business Combination of Aimei Health’s financial performance, operating results, and share price.

•        Other Risks.    Other factors that the Aimei Health board of directors deemed relevant, including various other risks associated with the Business Combination, Aimei Health’s business, and United Hydrogen’s business as described under “Risk Factors.”

The Business Combination is not structured to require the approval of at least a majority of unaffiliated shareholders of Aimei Health. No unaffiliated representative has been retained by a majority of the directors who are not employees of Aimei Health to act solely on behalf of the unaffiliated shareholders of Aimei Health for purposes of negotiating the terms of the Business Combination on their behalf and/or preparing a report concerning the approval of the Business Combination. The Business Combination was unanimously approved by the board of directors of Aimei Health.

Benefits and Detriments of the Business Combination to United Hydrogen

Benefits of the Business Combination to United Hydrogen

The Business Combination will provide United Hydrogen with increased access to capital markets. By becoming a publicly traded company on Nasdaq, Pubco is expected to gain access to a broader range of capital-raising opportunities, which will enhance its ability to fund growth initiatives. Additionally, the proceeds from the Business Combination, if available, are expected to be used to support Pubco’s business operations and growth strategies. These include signing and retaining new clients, completing ongoing refueling station projects, further investing in technology research and development, and funding general corporate purposes.

The Business Combination is also expected to enhance United Hydrogen’s market visibility. Being publicly listed on Nasdaq may raise its profile, improve market perception and credibility and help attract new clients and business partners. Furthermore, the public listing could create opportunities for long-term value appreciation for United Hydrogen’s initial shareholders, as the market may assign a higher valuation to Pubco due to its Nasdaq listing and growth prospects.

Detriments and Challenges of the Business Combination to United Hydrogen

Despite these benefits, Pubco is expected to face higher operating costs as a result of becoming a publicly listed company. As an SEC-registered and NASDAQ-listed company, Pubco will incur significantly higher expenses associated with hiring additional personnel, increased audit, legal, and administrative costs, and compliance with public company regulatory requirements. These increased expenses could reduce profitability, particularly in the short term.

The transition to a public company will also add complexity to United Hydrogen’s operations. Pubco will need to establish new processes and internal controls to meet its reporting obligations, which could divert management’s attention from core business activities. Additionally, the need for substantial capital and operating expenditures will increase. Pubco will have to invest heavily in marketing, infrastructure, technology, and human resources to support and grow its operations.

Financial Implications

Upon consummation of the Business Combination, the most significant change in Pubco’s future reported financial position and results is expected to be changes in cash. Assuming that, other than the redemption of 2,904,267 Public Shares of Aimei Health in February 2025, no additional Public Shares will be redeemed upon the completion of the Business Combination, the pro forma cash balance as of December 31, 2024, would be approximately $40.9 million, while the pro forma cash balance as of December 31, 2024, assuming redemption of maximum shareholder redemptions permitted under the Business Combination, would be nil. See “Unaudited Pro Forma Condensed Combined Financial Information”. These changes are expected to affect Pubco’s ability to execute its growth strategy and manage its financial obligations effectively.

Summary of Financial Analysis

Certain United Hydrogen Projected Financial Information

To assess United Hydrogen’s financial condition and whether to proceed with the Business Combination, Aimei Health received various documents from United Hydrogen, including financial projections for the years ending December 31, 2024 through December 31, 2026 (the “Original United Hydrogen Management Projections”), copies of material contracts, and summaries of various industry analysis and trends. The Aimei Health board of directors reviewed and discussed with its financial advisor, CHFT, regarding the latter’s analysis in rendering the fairness opinion described in the proxy statement/prospectus. In rendering its opinion on the fairness of the transaction, CHFT reviewed the Original United Hydrogen Management Projections provided by United Hydrogen.

Neither Aimei Health nor United Hydrogen as a matter of course discloses public projections as to future sales, earnings, or other results. However, United Hydrogen management specifically prepared the Original United Hydrogen Management Projections to assist the Aimei Health Board in its consideration of the proposed Business Combination. The Original United Hydrogen Management Projections were initially provided to Aimei Health on or about April 23, 2024, and finalized in May 2024. As of the date of this proxy statement/prospectus, the Original United Hydrogen Management Projections no longer reflect United Hydrogen’s outlook but remain included in this proxy statement/prospectus solely because they were made available to Aimei Health and its advisors, prior to approval by the Aimei Health Board of the Business Combination and the execution of the Business Combination Agreement on June 19, 2024, as described elsewhere in this proxy statement/prospectus.

On or about February 20, 2025, United Hydrogen management provided Aimei Health management with updated financial forecasts for the calendar years ending December 31, 2024 through December 31, 2028 (the “Updated United Hydrogen Management Projections” or “Updated Projections” and, together with the Original United Hydrogen Management Projections, collectively, the “United Hydrogen Management Projections”).

United Hydrogen management prepared such financial information based on their judgment and assumptions regarding the future financial performance of United Hydrogen. Aimei Health is including the following summary of certain United Hydrogen internal, unaudited prospective financial information from Original United Hydrogen Management Projections solely because that information was made available to Aimei Health board of directors and financial advisor in connection with the evaluation of the Business Combination. The United Hydrogen Management Projections are being provided for information purposes only and are not and should not be viewed as public guidance regarding the future performance of United Hydrogen. The inclusion of the below information should not be regarded as an indication that Aimei Health or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results. Furthermore, no United Hydrogen Management Projections take into account any circumstances or events occurring after the date they were prepared. You should review the financial statements of United Hydrogen included in this proxy statement/prospectus, as well as the financial information in this proxy statement/prospectus and not rely on any single financial measure.

There undoubtedly will be differences between actual and projected results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

While presented in this proxy statement/prospectus with numeric specificity, the United Hydrogen Management Projections are forward-looking statements that are inherently subject to significant uncertainties, reflect numerous estimates and assumptions with respect to general business, economic, industry, regulatory, market and financial conditions and trends and other future events, as well as matters specific to United Hydrogen’s business, all of which are difficult to predict and many of which are beyond United Hydrogen’s control. The various risks and uncertainties include risks set forth in the sections entitled “Risk Factors,” “United Hydrogen Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. These United Hydrogen Management Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. United Hydrogen believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information United Hydrogen had at the time. However, important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to United Hydrogen’s business, industry performance, the regulatory environment, and general business and economic conditions.

The United Hydrogen Management Projections were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The United Hydrogen Management Projections were prepared solely for internal use, and capital budgeting and other management purposes, and are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or equity or debt holders. The United Hydrogen Management Projections are being provided here solely to disclose information that was provided to Aimei Health in the course of its evaluation of United Hydrogen. In the view of United Hydrogen’s management, the prospective financial information was prepared on a reasonable basis, reflected the best available estimates and judgments at the time, and presented, to the best of management’s knowledge and belief at the time, the expected course of action and the expected future financial performance of United Hydrogen. However, projections are inherently uncertain and accordingly, actual results may differ materially from the projections.

The United Hydrogen Management Projections were requested by, and disclosed to, Aimei Health for use as a component in its overall evaluation of United Hydrogen. The Aimei Health board of directors considered and relied upon the Original United Hydrogen Management Projections in determining the valuation for United Hydrogen in the Business Combination. For further details about financial analysis undertaken by the Aimei Health board of directors and Aimei Health’s management in reliance upon the Original United Hydrogen Management Projections, see “The Business Combination Proposal — Reasons for Aimei Health Board of Directors’ Approval of the Business Combination.” Neither United Hydrogen’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of United Hydrogen compared to the information contained in the United Hydrogen Management Projections, and none of them intends to or undertakes any obligation to update or otherwise revise the United Hydrogen Management Projections to reflect circumstances existing after the United Hydrogen Management Projections were finalized to reflect the occurrence of future events in the event that any or all of the assumptions underlying the United Hydrogen Management Projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. United Hydrogen will not refer back to these projections in its future periodic reports filed under the Exchange Act. The financial projections are included in this proxy statement/prospectus solely for informational purposes and not to induce any Aimei Health shareholders to vote in favor of any of the proposals at the Meeting.

Further, the inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Aimei Health, United Hydrogen, their respective boards of directors, or their respective affiliates, advisors or other representatives considered, or now consider, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. You are cautioned that the projections solely represent United Hydrogen’s best efforts in predicting future operating results and must be considered in that light. As a result, in making a decision regarding the Business Combination, please understand that the projections may be materially different than actual results. Aimei Health does not intend to reference these financial projections in its future periodic reports filed with the SEC under the Exchange Act.