Aimei Health Technology Co., Ltd(AFJKU) - 2024 Q2 - Quarterly Report

Part I - Financial Information This section presents the company's unaudited financial statements, management's discussion, market risk disclosures, and internal controls Item 1. Financial Statements 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 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 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 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] - The cash balance at the end of the period was $157,505, down from $580,717 at the beginning of the period[12] Notes to Unaudited Financial Statements 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] - On June 19, 2024, the company entered into a definitive Business Combination Agreement with United Hydrogen Group Inc. for a proposed merger[25] - 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] - 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][53] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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] - 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][79] Results of Operations 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 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[94] Part II - Other Information This section covers legal proceedings, risk factors, unregistered sales of equity securities, and other disclosures Item 1. Legal Proceedings The company reports that there are no legal proceedings - None[96] Item 1A. Risk Factors 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] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - A simultaneous private placement of 332,000 units to the Sponsor generated gross proceeds of $3,320,000[97] - A total of $69,690,000 from the IPO and private placement was deposited into the Trust Account[98] - Total underwriting discounts paid were $1,380,000, with an additional deferred discount of $690,000 payable upon closing of a business combination[99][100] Other Disclosures (Items 3, 4, 5) 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][102]