IPO and Fundraising - Aimei Health Technology Co., Ltd. completed its IPO on December 6, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $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]. - A total of $69,690,000 from the IPO and private placement proceeds has been placed in a trust account, to be used for a future business combination[12]. - The company incurred $1,380,000 in underwriting discounts and $550,000 in other IPO-related expenses[13]. - The underwriters are entitled to a deferred underwriting discount of $690,000, payable upon the closing of the initial business combination[14]. - The company has placed a total of $69,690,000 in a U.S.-based trust account, which includes $690,000 of deferred underwriting commissions[106]. Business Combination - 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 Pubco, and Aimei Health will also merge into 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 completion of the merger by the set deadlines[29]. - 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]. Business Strategy and Focus - The company is focused on acquiring small cap businesses in the biopharmaceutical, medical technology, and diagnostic services sectors[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 company aims to identify target businesses through various unaffiliated sources, including investment bankers and venture capital funds[39]. - The company seeks to invest in businesses with shareholder-friendly governance and low leverage, aiming for attractive risk-adjusted equity returns[40]. Management and Governance - The management team has extensive experience in assisting healthcare companies with fundraising and navigating regulatory processes[40]. - The Sponsor holds 1,905,000 Ordinary Shares and has invested a total of $3,345,000 in the company, including $25,000 for 1,725,000 founder shares[50]. - The company intends to structure the initial business combination so that it acquires 100% of the equity interests or assets of the target business[45]. - The company has established indemnity agreements with its directors and officers to enhance governance and risk management[199]. - Aimei Health's leadership team, including CEO Junheng Xie and CFO Heung Ming Wong, has been reaffirmed in their roles as of March 28, 2025, ensuring continuity in management[207]. Financial Performance - Aimei Health reported a net income of $2,552,215 for the year ended December 31, 2024, 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]. - The company has generated non-operating income from interest on cash and investments held in the Trust Account[113]. Compliance and Regulatory Matters - The company is focused on compliance with the Sarbanes-Oxley Act, as evidenced by the certifications provided by its principal executive and financial officers[202]. - The company is preparing for future filings and amendments to its annual report, indicating ongoing regulatory compliance efforts[205]. - The company has established a comprehensive code of ethics to guide its operations and maintain high ethical standards[199]. - The company has implemented a clawback policy to ensure accountability among its executives, reflecting a commitment to corporate governance[199]. Shareholder Rights and Redemption - Public shareholders may redeem their shares for a pro rata share of the Trust Account, calculated as of two business days prior to the business combination[67]. - If the business combination is not consummated, public shareholders will receive a pro rata distribution from the Trust Account, net of taxes and liquidation expenses[80]. - Redemption rights are restricted for shareholders seeking to redeem 20% or more of the shares sold in the IPO[68]. - Initial Shareholders have agreed to waive their redemption rights for Founder Shares if the business combination is not completed within the specified period[81]. Risks and Challenges - The company may face risks associated with a lack of business diversification, as success may depend entirely on the performance of a single business post-combination[58]. - The company is subject to intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[88]. - The company may not have the ability to recruit additional managers with the necessary skills to enhance the incumbent management of the target business[60]. - The actual per-share redemption amount may be less than $10.10 due to potential claims from creditors[82].
Aimei Health Technology(AFJK) - 2024 Q4 - Annual Report