AFJK 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company, we are not required to provide the information required by this item. However, the following is a partial list of material risks, uncertainties, and other factors that could have a material effect on us and our operations:

On June 19, 2024, Aimei Health entered into the Business Combination Agreement for a business combination with (i) United Hydrogen, (ii) Pubco, (iii) the First Merger Sub; (iv) the Second Merger Sub; and (v) the Sponsor. The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing, 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 mergers and the other transactions contemplated by the Business Combination Agreement; (iii) by either Aimei Health or United Hydrogen if any of the conditions to Closing have not been satisfied or waived by MarchSeptember 31,30, 2025; (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 (as defined in the Business Combination Agreement) is not completed by December 31, 2024. The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the SEC on June 20, 2024.

For the year ended December 31, 2024,2025, we had a net income of $2,552,215,$1,059,768, which consisted of interest income earned on investmentscash held in the Trust Account of $3,617,001,$1,895,527, offset by formationgeneral, administrative and operational costs of $1,064,786.$835,759.

For the periodyear from April 27, 2023 (inception) toended December 31, 2023,2024, we had a net income of $171,389,$2,552,215, which consisted of interest income earned on investmentscash held in the Trust Account of $199,848,$3,617,001, offset by formationgeneral, administrative and operational costs of $28,459.$1,064,786.

Our liquidity needshas prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on our behalf in exchange for issuance of Founder Shares, and the borrowing of approximately $210,151 from the Sponsor under an unsecured promissory note (see “Note 5—Related Party Transactions” in the notes to our financial statements). We have repaid the unsecured promissory note in full on December 7, 2023. Subsequent to the consummation of the IPO, our liquidity has been satisfied through the net proceeds from the consummation of theour IPO and the Private Placement (as defined below) held outside of the the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors,directors may, but are not obligated to, provide theus Companywith Working Capital Loans (as defined defined in “Note 5—Related Party Transactions” in the notes to our financial statements). As of December 31, 2024, 2025, there were no amounts outstanding under the Working Capital Loans.

BasedOver on the foregoing,period managementof believes that we will have sufficient working capital and borrowing capacity to meet our anticipated cash needs prior to our initial business combination. Moreover, we may need to obtain additional financing eithertime to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. However, we cannot provide any assurance that new financing will be available. Over the time period prior to our initial business combination, we will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of our IPO, the requirement that we cease all operations, redeem the publicPublic shares,Shares, and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern.concern within one year after the date that the financial statements are issued. There is no assurance that our plans to consummate a business combination will be successful by the applicable deadline to complete a business combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which contemplate the continuation of our Company as a going concern.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy, and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance, or results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initialIPO public offering (“IPO”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

We are a blank check company newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one one or more businesses or entities, which we refer to throughout this report as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

ProposedUnited United Hydrogen Business Combination and Termination

On November 6, 2025, the Company convened an extraordinary general meeting of shareholders, at which Aimei Health’s shareholders approved the proposed business combination with United Hydrogen. In addition, on January 23, 2025, United Hydrogen initially filed a Registration Statement on Form F-4 (File No. 333-284430) with the SEC in connection with the proposed business combination, which was declared effective on September 26, 2025. WhileThe thecompletion Company continues to use its best efforts to completeof the proposed business combination as soon as practicable, the completion of the business combination remainswas subject, among other conditions, to United Hydrogen obtaining required approvals from the China Securities Regulatory Commission (the “CSRC”),. whichAs areof currentlyJuly pending.6, The2026, the CSRC hashad beennot reviewinggranted such United Hydrogen’sapproval. materialsOn sinceJuly August7, 12,2026, 2024,the andCompany hasdelivered requiredto United Hydrogen toa providenotice supplementaryof materials on several occasions. Astermination of the dateMerger ofAgreement thispursuant Quarterlyto Section Report,9.1(b) thereof, effective the same day. As a result, the Merger Agreement terminated in accordance with its terms, and the proposed business combination contemplated by the Merger Agreement will not be consummated. Although the proposed business combination with United Hydrogen was terminated, the Company expectscontinues to closeevaluate thepotential business combination inopportunities lateand 2026, subjectintends to theidentify satisfactionand pursue ofan customaryappropriate closingtarget conditions.for a future business combination.

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception to MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for and conduct the IPO, and those required to identify and evaluate a target company for a business combination. We will not generate any operating revenue until after the completion of our initial business combination, at the earliest. We have generated and will continue to generate non-operating income in the form of interest income on cash in bank and investments held in the Trust Account established for the benefit of our public shareholders, from the proceeds derived from the IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accountingaccounting, and auditing compliance), as well as for due diligence expenses.

For the threesix months ended MarchJune 31,30, 2026, we had net incomeloss of $45,440,$37,704, which consisted of general, administrative and operational costs of $254,332, offset by interest income earned on assetscash held in the Trust Account of $107,424, partially offset by formation and operational costs of $61,984.$216,628.

For the three months ended MarchJune 31,30, 2025,2026, we had net incomeloss of $184,662,$83,144, which consisted of general, administrative and operational costs of $192,348, offset by interest income earned on assetscash held in the Trust Account of $598,076, partially offset by formation and operational costs of $413,414.$109,204.

As of MarchJune 31,30, 2026, we had $18,516$1,466 in our operating bank account, $12,276,196$12,488,393 in our Trust Account, and working capital deficit of approximately $3,499,377.$3,794,718.

Our liquidity has been satisfied through the net proceeds from the consummation of our IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans (as defined in “Note 5—Related Party Transactions” in the notes to our financial statements). As of MarchJune 31,30, 2026, there were no no amounts outstanding under the Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of our IPO, the requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial doubt about the ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. There is no assurance that the Company’s plans to consummate a business combination will be successful bywithin the Combination Deadline.Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate the continuation of our Company as a going concern.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities. The underwriterunderwriters iswere entitled to a deferred fee of one percent (1.0%) of the gross proceeds of the IPO upon closing of a business combination, or $690,000. The deferred fee will be paid in cash upon the closing of the business combination from the amounts held in the Trust Account (as defined below), subject to the terms of the underwriting agreement.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, there were no critical accounting policies or estimates.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our auditedunaudited financial statements.