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].
Aimei Health Technology Co., Ltd(AFJKU) - 2024 Q4 - Annual Report