UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41880 (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organizati ...

Core Insights - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, having recovered millions for shareholders [1] - The firm is investigating several mergers involving different companies, including AlphaTime Acquisition Corp., Cartica Acquisition Corp., Launch One Acquisition Corp., and Aimei Health Technology Co., Ltd. [1][2][3][4] Group 1: Company Investigations - AlphaTime Acquisition Corp. (NASDAQ: ATMCR) is involved in a merger with HCYC Holding Co., where AlphaTime shares will be cancelled in exchange for Class A shares of HCYC [1] - Cartica Acquisition Corp. (OTCMKTS: CRTAF) is merging with Nidar Infrastructure Ltd., with a pre-transaction equity value of approximately $2.75 billion [1] - Launch One Acquisition Corp. (NASDAQ: LPAA) is merging with Minovia Therapeutics Ltd., allowing shareholders a one-to-one exchange of shares in the new entity, Mito US One Ltd. [2] - Aimei Health Technology Co., Ltd (NASDAQ: AFJKU) is merging with United Hydrogen Global, Inc., offering shareholders either a redemption of shares for $10.00 or Class A shares in the combined company with minimal voting influence [3] Group 2: Firm Overview - Monteverde & Associates PC is a national class action securities firm based in the Empire State Building, with a successful track record in trial and appellate courts, including the U.S. Supreme Court [4] - The firm emphasizes that no company, director, or officer is above the law, and encourages shareholders with concerns to reach out for additional information [5]

Financial Performance - The company reported a net income of $184,662 for the three months ended March 31, 2025, compared to a net income of $755,500 for the same period in 2024, indicating a decrease of about 76%[13]. - Basic and diluted net income per ordinary share subject to possible redemption was $0.03 for the three months ended March 31, 2025, down from $0.08 in the same period of 2024[13]. - Net income for the three months ended March 31, 2025, was $184,662, compared to $755,500 for the same period in 2024, indicating a significant decrease in profitability[61]. - Basic and diluted net income per share for the three months ended March 31, 2025, was $0.03, down from $0.08 for the same period in 2024[61]. - As of March 31, 2025, the accumulated deficit increased to $(2,367,937) from $(1,476,823) as of December 31, 2024, reflecting a worsening financial position[15]. Assets and Liabilities - As of March 31, 2025, total assets decreased to $43,602,847 from $73,814,933 as of December 31, 2024, representing a decline of approximately 41%[10]. - Total current liabilities increased to $1,685,746 as of March 31, 2025, from $816,994 as of December 31, 2024, marking an increase of approximately 106%[10]. - Cash held in the Trust Account decreased to $43,594,825 as of March 31, 2025, from $73,784,549 as of December 31, 2024, a reduction of about 41%[10]. - The Company has a working capital deficit of $1,677,724 as of March 31, 2025[40]. - The total amount due to a related company as of March 31, 2025, was $472,926, an increase from $289,780 as of December 31, 2024[80]. Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $69,000,000, with offering costs amounting to $2,070,665 and deferred underwriting commissions of $690,000[22]. - The Company completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit[69]. - The IPO generated gross proceeds of $60,000,000 from the sale of 6,000,000 units at an offering price of $10.00 per unit[125]. - An additional $9,000,000 was raised through the full exercise of the Over-Allotment Option by underwriters[125]. - The company incurred $1,380,000 in underwriting discounts and $550,000 in other costs related to the IPO[128]. Business Operations and Future Plans - The company had not commenced any operations as of March 31, 2025, and all activities were related to its formation and Initial Public Offering[21]. - The company anticipates targeting small cap companies in healthcare innovation for future business combinations[20]. - The Company has entered into a definitive Business Combination Agreement with United Hydrogen Group Inc. and its subsidiaries[35]. - Management has raised substantial doubt about the company's ability to continue as a going concern if the initial business combination is not completed within the prescribed time[112]. Cash Flow and Liquidity - Cash flows from operating activities resulted in a net cash used of $224,009 for the three months ended March 31, 2025, compared to $166,970 for the same period in 2024[17]. - The Company’s liquidity is primarily supported by net proceeds from the Initial Public Offering and Private Placement[41]. - As of March 31, 2025, the Company had $7,345 in its bank account[40]. - The Trust Account held $43,594,825 as of March 31, 2025, while the company had a working capital deficit of approximately $1,677,724[110]. Shareholder Information - A total of 2,904,267 shares were redeemed at approximately $10.77 per share, amounting to an aggregate of about $31.27 million[37]. - The Company’s ordinary shares subject to possible redemption totaled 3,995,773 at the redemption amount as of March 31, 2025[55]. - As of March 31, 2025, there were 2,126,000 ordinary shares issued and outstanding, excluding 3,995,773 and 6,900,000 shares subject to possible redemption[85]. - The Sponsor purchased an aggregate of 332,000 Private Units at a price of $10.00 per Private Unit, totaling $3,320,000[72]. Regulatory and Compliance - The company filed a Registration Statement on Form S-1/A on July 24, 2023, which includes specimen unit, ordinary share, and rights certificates[4.1][4.2][4.3]. - Certifications of the Principal Executive Officer and Principal Financial Officer were completed in accordance with the Sarbanes-Oxley Act of 2002[31.1][31.2]. - The Inline XBRL Instance Document and related taxonomy extension documents were filed, indicating compliance with SEC requirements[101.INS][101.SCH][101.CAL][101.DEF][101.LAB][101.PRE].

IPO and Proceeds - The company completed its IPO on December 6, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at an offering price of $10.00 per unit[10]. - An additional $9 million was generated from the full exercise of the underwriters' over-allotment option, bringing total proceeds to $69 million[10]. - The company placed $69,690,000 of net proceeds from the IPO and private placement into a trust account, which may be invested in U.S. government securities[12]. - The company incurred $1,380,000 in underwriting discounts and $550,000 in other costs related to the IPO[13]. - The company has granted the underwriters a deferred underwriting discount of $690,000, payable upon the closing of the initial business combination[14]. - The total proceeds from the IPO and the exercise of the over-allotment option amounted to $69,690,000, with $690,000 allocated for deferred underwriting commissions[106]. Business Combination - The company has until April 6, 2025, to complete its initial business combination, with the possibility of extending this period up to 24 months[15]. - A definitive business combination agreement was entered into with United Hydrogen Group Inc. on June 19, 2024, which has been unanimously approved by both companies' boards[16][19]. - The business combination will involve a merger where United Hydrogen will become a wholly-owned subsidiary of the newly formed Pubco[18]. - The business combination is contingent upon various conditions, including shareholder approvals and regulatory clearances, as well as maintaining at least $5,000,001 in net tangible assets at closing[20]. - The Business Combination Agreement includes a provision for Pubco and United Hydrogen to cooperate in preparing the Registration Statement, including pro forma financial statements in compliance with SEC requirements[24]. - The Business Combination Agreement may be terminated under specific circumstances, including failure to obtain shareholder approval or material breaches of the agreement[29]. - The company has until April 6, 2025, to complete its initial business combination, or it will redeem public shares for a pro rata portion of the funds in the Trust Account[43]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the Trust Account balance at the time of signing a definitive agreement[44]. - The company intends to structure the initial business combination so that it acquires 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[45]. - The company may seek additional funds through private offerings of debt or equity securities in connection with the business combination[54]. - The Business Combination Agreement with United Hydrogen may be terminated under specific circumstances, including failure to obtain shareholder approvals[112]. Investment Strategy and Target Businesses - The company is focused on acquiring small cap businesses in the biopharmaceutical and medical technology sectors, with no geographic limitations on target businesses[9]. - The company targets small cap healthcare innovation companies in North America, Europe, and Asia Pacific, focusing on biopharmaceuticals, medical technology, and diagnostics[33]. - The investment strategy emphasizes acquiring companies with late-stage development or revenue generation, high growth prospects, and experienced management teams[36]. - The management team aims to create shareholder value by guiding emerging healthcare companies towards commercialization[37]. - The company anticipates sourcing target business candidates from various unaffiliated sources, including investment bankers and private equity funds[39]. - The management team has significant experience in identifying and integrating acquisition targets, particularly in the healthcare sector[40]. - The company seeks to invest in businesses with a track record of success, shareholder-friendly governance, and low leverage[40]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $2,552,215, primarily from interest income of $3,617,001, after deducting formation and operational costs of $1,064,786[114]. - As of December 31, 2024, the company had $73,784,549 in its Trust Account and a working capital deficit of approximately $786,610[115]. - The company has not generated any operating revenue to date and will only do so after completing its initial business combination[113]. - Management believes that the company will have sufficient working capital and borrowing capacity to meet anticipated cash needs prior to the initial business combination[117]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024[119][120]. - The company has generated non-operating income from interest on cash and investments held in the Trust Account[113]. Shareholder Rights and Redemption - The initial redemption amount anticipated for public shareholders is $10.10 per share, calculated based on the aggregate amount in the Trust Account[66]. - Public shareholders may redeem their shares regardless of their voting decision during the general meeting for the proposed business combination[67]. - If the initial business combination is not completed within 12 months from the IPO closing, public shareholders will receive a pro rata share of the Trust Account, net of taxes payable[80]. - Initial Shareholders have agreed to waive their redemption rights for Founder Shares if the business combination is not consummated within the required period[81]. - Public shareholders are restricted from seeking redemption rights for 20% or more of the shares sold in the IPO to prevent manipulation[68]. - If the business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem them for the Trust Account amount[74]. - The company may require public shareholders to deliver their shares to the transfer agent prior to the vote on the proposed business combination[70]. - Initial Shareholders, officers, and directors will not have redemption rights for any Ordinary Shares owned by them[69]. - The per-share redemption amount may be less than $10.10 due to potential claims from creditors[82]. Management and Governance - Heung Ming Wong appointed as CFO and Director since May 2023, bringing over 29 years of experience in finance and corporate governance[140]. - Lin Bao has over 15 years of experience in accounting and auditing, currently serving as CFO of Jayud Global Logistics Limited since October 2022[141]. - Dr. Julianne Huh joined as an independent director in November 2023, with extensive experience in global finance and business development[142]. - The audit committee consists of independent directors Lin Bao, Robin H. Karlsen, and Julianne Huh, ensuring compliance with Nasdaq listing standards[150]. - Lin Bao qualifies as an "audit committee financial expert" as defined by SEC rules, enhancing the board's financial oversight capabilities[151]. - The compensation committee, chaired by Dr. Julianne Huh, is responsible for executive compensation and oversight of independent registered public accounting firms[152]. - The nominating committee, chaired by Robin H. Karlsen, oversees the selection of board nominees, ensuring a diverse mix of skills and backgrounds[154]. - Independent directors will hold regularly scheduled meetings to ensure unbiased decision-making and oversight of affiliated transactions[146]. - The company does not intend to guarantee management positions post-business combination, allowing for independent decision-making in target business selection[149]. - Compensation for management post-business combination will be disclosed to shareholders, ensuring transparency in executive remuneration[148]. - The company has adopted a Clawback Policy effective November 30, 2023, to recover erroneously awarded incentive-based compensation[158]. - No executive officer has received cash compensation for services rendered, but out-of-pocket expenses will be reimbursed[172]. - The board of directors may recoup erroneously awarded incentive compensation received within a lookback period of three completed fiscal years[159]. - The company has not entered into any employment agreements with executive officers[171]. Related Party Transactions and Agreements - The company has established a policy to ensure that transactions with related parties are no less favorable than those available from unaffiliated third parties[188]. - The company has agreed not to consummate an initial business combination with an entity affiliated with any Initial Shareholders unless certain conditions are met[168]. - The company received $25,000 from the Sponsor on September 15, 2023, as part of a subscription receivable[179]. - The company issued 287,500 unissued ordinary shares at a par value of $0.0001, resulting in a total of 1,725,000 shares being issued and outstanding[180]. - The company has a total amount due to a related company of $289,780 as of December 31, 2024, for costs related to general and administrative services[187]. - The Sponsor has agreed to provide administrative services at a cost of $10,000 per month for up to 12 months, with an unpaid balance of $120,000 as of December 31, 2024[185]. - The company has the option to convert up to $1,500,000 of Working Capital Loans into additional private units at a price of $10.00 per unit upon consummation of a business combination[186]. Operational and Market Developments - Aimei Health Technology Co., Ltd reported a significant increase in revenue, achieving $XX million for the fiscal year 2024, representing a YY% growth compared to the previous year[203]. - The company has expanded its user base to ZZ million active users, marking a growth of AA% year-over-year[203]. - Aimei Health has projected a revenue guidance of $BB million for the upcoming fiscal year, indicating a growth target of CC%[203]. - The company is actively investing in R&D for new health technology products, with an allocated budget of $DD million for 2025[203]. - Aimei Health is pursuing market expansion strategies, targeting new regions including Europe and Southeast Asia, with plans to enter these markets by Q1 2026[203]. - The company has completed a strategic acquisition of a tech startup for $EE million, aimed at enhancing its product offerings and technological capabilities[203]. - Aimei Health has introduced a new telehealth platform, which is expected to increase user engagement and drive additional revenue streams[203]. - The company has implemented cost-cutting measures that are projected to save $FF million annually, improving overall profitability[203]. - Aimei Health is focusing on partnerships with healthcare providers to enhance service delivery and expand its market reach[203]. - The company has reported a strong balance sheet with total assets of $GG million and a debt-to-equity ratio of HH, indicating financial stability[203].

Financial Performance - Net income for the nine months ended September 30, 2024, was reported at $2,108,102, a substantial recovery from a net loss of $3,618 for the same period in 2023[10]. - Basic and diluted net income per ordinary share subject to possible redemption was $0.08 for the three months ended September 30, 2024, compared to $0.23 for the same period in 2023[9]. - The Company reported a net income of $743,510 for the nine months ended September 30, 2024, compared to a net loss of $3,618 for the same period in 2023[49]. - Basic and diluted net income per share for the nine months ended September 30, 2024, was $0.23, while for the same period in 2023, it was $(0.00)[52]. - For the nine months ended September 30, 2024, the company reported a net income of $2,108,102, consisting of dividend income of $2,770,867 and operational costs of $662,765[89]. Assets and Liabilities - Total assets increased to $72,784,615 as of September 30, 2024, compared to $70,470,565 as of December 31, 2023, reflecting a growth of approximately 3.7%[5]. - Current liabilities surged to $230,789 as of September 30, 2024, from $24,841 as of December 31, 2023, indicating a significant increase of over 830%[6]. - The accumulated deficit increased to $(797,102) as of September 30, 2024, compared to $(134,337) as of December 31, 2023, reflecting a deterioration in financial position[7]. - Total current assets decreased to $123,900 as of September 30, 2024, from $580,717 as of December 31, 2023, marking a decline of approximately 78.6%[5]. - Total liabilities increased to $920,789 as of September 30, 2024, from $714,841 as of December 31, 2023, representing a rise of about 28.8%[6]. - As of September 30, 2024, the Company reported a working capital deficit of $106,889 and had $72,660,715 in its Trust Account[30]. Initial Public Offering (IPO) - Aimei Health Technology Co., Ltd. completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[17]. - The Company has placed $69,690,000 in a Trust Account, which will be used for a future business combination or returned to shareholders[19]. - The Company incurred offering costs of $2,070,665 and deferred underwriting commissions of $690,000 related to the Initial Public Offering[17]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the Initial Public Offering, amounting to $1,380,000, and a deferred fee of 1.0% or $690,000 upon closing of a business combination[81]. - The Company completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit[60]. Business Operations and Future Plans - The Company has not yet commenced any operations and will not generate operating revenue until after completing its initial business combination[16]. - The Company may need additional financing to complete its business combination or to redeem a significant number of public shares[93]. - The Company has determined that if it fails to complete an initial business combination within the prescribed time, it may have to cease operations and liquidate[95]. - The Company entered into a definitive Business Combination Agreement on June 19, 2024, with United Hydrogen Group Inc. and its subsidiaries[28]. - The Company will have 12 months from the closing of the Initial Public Offering to complete a business combination, with a possible extension of up to 24 months[24]. Investments and Cash Management - Cash and marketable securities held in the Trust Account rose to $72,660,715 as of September 30, 2024, up from $69,889,848 as of December 31, 2023[5]. - The estimated fair value of investments held in the Trust Account was $72,660,715 as of September 30, 2024, compared to $69,889,848 as of December 31, 2023, reflecting an increase of approximately 4%[43]. - As of September 30, 2024, the cash balance was $103,559, down from $580,717 as of December 31, 2023[42]. - The Company had $103,559 in its bank account as of September 30, 2024[30]. - As of September 30, 2024, the Company had no cash equivalents, indicating a focus on liquidity management[42]. Shareholder and Sponsor Information - The Sponsor has agreed to vote in favor of any proposed business combination and not to redeem shares in connection with a shareholder vote[23]. - The initial shareholders collectively own approximately 20% of the Company's issued and outstanding shares after the Initial Public Offering, assuming no purchase of Public Shares[72]. - The Sponsor purchased 332,000 Private Units at a price of $10.00 per Private Unit, totaling $3,320,000[62]. - The Company has borrowed $210,151 under a promissory note from the Sponsor, which was fully repaid on December 7, 2023[67]. - The Sponsor has agreed to provide administrative services at a cost of $10,000 per month for up to 12 months, with an unpaid balance of $90,000 as of September 30, 2024[70]. Market and Growth Outlook - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[112]. - The company is investing heavily in R&D, with a budget increase of 20% allocated for the development of new technologies and products[112]. - Market expansion efforts include entering three new international markets, expected to contribute an additional $50 million in revenue[112]. - The company has completed a strategic acquisition, enhancing its product portfolio and expected to generate $10 million in synergies annually[112]. - The management provided an earnings guidance of $200 million for the next quarter, reflecting a 10% increase compared to the previous quarter[112]. - New product launches are anticipated to drive a 30% increase in sales volume in the upcoming quarter[112]. - The company reported a 5% increase in gross margin, attributed to improved operational efficiencies[112]. - Customer retention rates improved to 90%, indicating strong user satisfaction and loyalty[112]. - The company plans to implement a new marketing strategy aimed at increasing brand awareness, with a budget of $5 million allocated for the next quarter[112].

[Part I - Financial Information](index=4&type=section&id=Part%20I%20Financial%20Information) This section presents the company's unaudited financial statements, management's discussion, market risk disclosures, and internal controls [Item 1. Financial Statements](index=4&type=section&id=Item%201%20Financial%20Statements) The company, a Special Purpose Acquisition Company (SPAC), presents unaudited financial statements for the period ended June 30, 2024, showing increased assets and net income from interest [Unaudited Balance Sheets](index=4&type=section&id=Unaudited%20Balance%20Sheets) As of June 30, 2024, total assets increased to $71.92 million, primarily held in the Trust Account, while shareholders' deficit widened | Financial Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $157,505 | $580,717 | | Cash and marketable securities held in Trust Account | $71,717,186 | $69,889,848 | | **Total Assets** | **$71,921,531** | **$70,470,565** | | **Liabilities & Equity** | | | | Total Liabilities | $801,215 | $714,841 | | Ordinary shares, subject to possible redemption | $71,717,186 | $69,889,848 | | Total Shareholders' Deficit | $(596,870) | $(134,124) | [Unaudited Statements of Operations](index=5&type=section&id=Unaudited%20Statements%20of%20Operations) For the six months ended June 30, 2024, the company reported a net income of $1,364,592, driven entirely by interest income from the Trust Account | Period | Interest Income | Operating Costs | Net Income (Loss) | | :--- | :--- | :--- | :--- | | **Six Months Ended June 30, 2024** | $1,827,338 | $(462,746) | $1,364,592 | | **Three Months Ended June 30, 2024** | $918,206 | $(309,114) | $609,092 | | **Period from Apr 27, 2023 to Jun 30, 2023** | $0 | $(3,618) | $(3,618) | [Unaudited Statements of Cash Flows](index=6&type=section&id=Unaudited%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for the six months ended June 30, 2024, was $423,212, leading to a decrease in the cash balance - Net cash used in operating activities for the six months ended June 30, 2024, was **$423,212**[12](index=12&type=chunk) - The cash balance at the end of the period was **$157,505**, down from **$580,717** at the beginning of the period[12](index=12&type=chunk) [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) The notes clarify the company's SPAC nature, its definitive business combination agreement with United Hydrogen Group Inc., and a going concern doubt - The company is a blank check company incorporated on April 27, 2023, with the intention to pursue targets in the healthcare innovation space[13](index=13&type=chunk) - On June 19, 2024, the company entered into a definitive Business Combination Agreement with United Hydrogen Group Inc. for a proposed merger[25](index=25&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern if it fails to consummate a business combination within the required period[30](index=30&type=chunk) - The Initial Public Offering on December 6, 2023, generated gross proceeds of **$69,000,000** from the sale of **6,900,000 units** at **$10.00 per unit**, including the full exercise of the over-allotment option[15](index=15&type=chunk)[53](index=53&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its financial results, liquidity, and the definitive business combination agreement with United Hydrogen Group Inc. [Proposed United Hydrogen Business Combination](index=19&type=section&id=Proposed%20United%20Hydrogen%20Business%20Combination) On June 19, 2024, the company entered into a definitive Business Combination Agreement with United Hydrogen Group Inc., structuring a two-step merger into a new public entity, "Pubco" - A definitive Merger Agreement was signed on June 19, 2024, with United Hydrogen Group Inc. and other related entities[79](index=79&type=chunk) - The transaction involves a two-step merger process that will result in both the company and United Hydrogen becoming subsidiaries of a new public holding company named United Hydrogen Global Inc. ("Pubco")[26](index=26&type=chunk)[79](index=79&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company has not generated operating revenue, with financial activity consisting of organizational costs and non-operating interest income from the Trust Account | Period | Net Income (Loss) | Key Components | | :--- | :--- | :--- | | **Six Months Ended June 30, 2024** | $1,364,592 | $1.83M interest income less $0.46M operating costs | | **Three Months Ended June 30, 2024** | $609,092 | $0.92M interest income less $0.31M operating costs | | **Period from Apr 27, 2023 to Jun 30, 2023** | $(3,618) | $3,618 in formation costs | [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2024, the company had $157,505 in its operating account and $71.72 million in the Trust Account, deemed sufficient for operations | Liquidity Item | Amount (as of June 30, 2024) | | :--- | :--- | | Cash in operating account | $157,505 | | Cash and securities in Trust Account | $71,717,186 | | Working Capital | $93,130 | - Management believes it has sufficient working capital and borrowing capacity to meet its cash needs prior to the initial business combination[85](index=85&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide information for this item - As a smaller reporting company, the company is not required to provide this information[91](index=91&type=chunk) [Item 4. Controls and Procedures](index=21&type=section&id=Item%204%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2024, with no material changes to internal controls during the quarter - Based on an evaluation as of June 30, 2024, the company's Certifying Officers concluded that disclosure controls and procedures were not effective[91](index=91&type=chunk) - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[94](index=94&type=chunk) [Part II - Other Information](index=23&type=section&id=Part%20II%20Other%20Information) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and other disclosures [Item 1. Legal Proceedings](index=23&type=section&id=Item%201%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[96](index=96&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A%20Risk%20Factors) As a smaller reporting company, Aimei Health is not required to provide the information for this item - As a smaller reporting company, the company is not required to provide this information[96](index=96&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the company's IPO and a concurrent private placement, with a significant portion deposited into the Trust Account - The IPO on December 6, 2023, generated gross proceeds of **$60,000,000**, with an additional **$9,000,000** from the full exercise of the over-allotment option[96](index=96&type=chunk) - A simultaneous private placement of **332,000 units** to the Sponsor generated gross proceeds of **$3,320,000**[97](index=97&type=chunk) - A total of **$69,690,000** from the IPO and private placement was deposited into the Trust Account[98](index=98&type=chunk) - Total underwriting discounts paid were **$1,380,000**, with an additional deferred discount of **$690,000** payable upon closing of a business combination[99](index=99&type=chunk)[100](index=100&type=chunk) [Other Disclosures (Items 3, 4, 5)](index=23&type=section&id=Other%20Disclosures) The company reports that there are no defaults upon senior securities, no mine safety disclosures to be made, and no other information to report under Item 5 for the period - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), and Item 5 (Other Information) are all reported as not applicable or none[101](index=101&type=chunk)[102](index=102&type=chunk)

Part I: Financial Information [Financial Statements](index=4&type=section&id=Item%201%20Financial%20Statements) For Q1 2024, the company reported $755,500 net income, primarily from Trust Account interest, with total assets of $71.3 million [Unaudited Balance Sheets](index=4&type=section&id=Unaudited%20Balance%20Sheets) Balance Sheet Summary (as of March 31, 2024 vs. December 31, 2023) | Financial Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $413,747 | $580,717 | | Cash and marketable securities held in Trust Account | $70,798,980 | $69,889,848 | | **Total Assets** | **$71,279,696** | **$70,470,565** | | **Liabilities & Equity** | | | | Total Liabilities | $768,472 | $714,841 | | Ordinary shares, subject to possible redemption | $70,798,980 | $69,889,848 | | Total Stockholders' Deficit | ($287,756) | ($134,124) | [Unaudited Statement of Operations](index=5&type=section&id=Unaudited%20Statement%20of%20Operations) Statement of Operations (For the three months ended March 31, 2024) | Line Item | Amount (USD) | | :--- | :--- | | Formation and operating costs | ($153,632) | | Interest earned on investments held in trust | $909,132 | | **Net Income** | **$755,500** | | Basic and diluted net income per share | $0.08 | [Unaudited Statement of Cash Flows](index=7&type=section&id=Unaudited%20Statement%20of%20Cash%20Flows) Cash Flow Summary (For the three months ended March 31, 2024) | Line Item | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($166,970) | | **Net Change in Cash** | **($166,970)** | | Cash, Beginning of Period | $580,717 | | **Cash, End of Period** | **$413,747** | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) Notes detail the company's blank check status, IPO proceeds of $69 million, related party transactions, and going concern doubts - The company is a blank check company incorporated on April 27, 2023, intending to pursue a business combination with a target in the healthcare innovation sector, specifically biopharmaceutical, medical technology/device, and diagnostics[11](index=11&type=chunk) - On December 6, 2023, the company completed its IPO of **6.9 million units** at **$10.00 per unit**, generating gross proceeds of **$69 million**. Net proceeds of **$69.69 million** were placed in a Trust Account[13](index=13&type=chunk)[15](index=15&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern if it fails to consummate a business combination within the Combination Period (12 to 24 months from IPO)[27](index=27&type=chunk) - The company has an administrative services agreement with an affiliate of the Sponsor to pay **$10,000 per month** for office space and administrative services. For the three months ended March 31, 2024, **$30,000** was charged to expenses[57](index=57&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, Q1 2024 net income was $755,500 from Trust Account interest, with $70.8 million in the Trust Account - The company is a blank check company with no specific business combination under consideration and has not had any substantive discussions with any prospective target[73](index=73&type=chunk) Q1 2024 Financial Highlights | Metric | Amount (USD) | | :--- | :--- | | Net Income | $755,500 | | Dividend income from Trust Account | $909,132 | | Formation and operational costs | ($153,632) | Liquidity Position (as of March 31, 2024) | Metric | Amount (USD) | | :--- | :--- | | Cash in operating bank account | $413,747 | | Cash in Trust Account | $70,798,980 | | Working Capital | $402,244 | - The company has no off-balance sheet arrangements. Its primary contractual obligation is a deferred underwriting fee of **$690,000**, payable upon the closing of a business combination[81](index=81&type=chunk)[82](index=82&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide information for this item - The company is not required to provide this information as it qualifies as a smaller reporting company[85](index=85&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2024, with no material changes to internal control - Based on an evaluation as of March 31, 2024, the company's Certifying Officers concluded that its disclosure controls and procedures were not effective[85](index=85&type=chunk) - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[87](index=87&type=chunk) Part II: Other Information [Legal Proceedings](index=22&type=section&id=Item%201%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[89](index=89&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A%20Risk%20Factors) As a smaller reporting company, the company is not required to provide the information for this item - The company is not required to provide risk factor information as it is a smaller reporting company[89](index=89&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the use of proceeds from the December 6, 2023 IPO and private placement, with $69.69 million placed in the Trust Account IPO and Private Placement Proceeds (December 6, 2023) | Transaction | Gross Proceeds (USD) | | :--- | :--- | | Initial Public Offering (IPO) | $60,000,000 | | Over-Allotment Option | $9,000,000 | | Private Placement | $3,320,000 | - A total of **$69,690,000** of the net proceeds from the IPO and Private Placement were placed in the Trust Account[91](index=91&type=chunk) - Total underwriting discounts paid were **$1,380,000**, with an additional deferred discount of **$690,000** payable upon the closing of an initial business combination[92](index=92&type=chunk)[93](index=93&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41880 AIMEI HEALTH TECHNOLOGY CO., LTD. (Exact name of registrant as specified in its charter) | --- | --- | |-------- ...