Aimei Health Technology Co., Ltd.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

PROSPECTUS FOR UP TO 66,759,245.50 CLASS A ORDINARY SHARES AND 90,808,887.50 CLASS B ORDINARY SHARES OF UNITED HYDROGEN GLOBAL INC.

References herein to “United Hydrogen” refer to United Hydrogen Group Inc., a Cayman Islands exempted company. References to “Pubco,” the issuer of all securities being registered pursuant to this registration statement, refer to United Hydrogen Global Inc., a Cayman Islands exempted company. After the Business Combination (as defined below), United Hydrogen will be the wholly owned subsidiary of Pubco.

The board of directors of Aimei Health Technology Co., Ltd, an exempted company incorporated in the Cayman Islands (“Aimei Health” or “Purchaser”), has unanimously approved that certain Business Combination Agreement, dated as of June 19, 2024, as amended as of June 6, 2025 (as may be further amended and/or amended and restated, the “Business Combination Agreement” or “BCA”), with Aimei Investment Ltd, an exempted company incorporated with limited liability in the Cayman Islands, in its capacity as, from and after the Closing (as defined below), the representative of Aimei Health and the shareholders of Aimei Health (the “Purchaser Representative” or the “Sponsor”) immediately prior to the Effective Time (as defined below), Pubco, United Hydrogen Victor Limited, an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “First Merger Sub”), United Hydrogen Worldwide Limited, an exempted company with limited liability incorporated in the Cayman Islands and a wholly owned subsidiary of Pubco (the “Second Merger Sub”), and United Hydrogen Group Inc., an exempted company with limited liability incorporated in the Cayman Islands (“United Hydrogen”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into United Hydrogen (the “First Merger”), with United Hydrogen surviving the First Merger as a wholly owned subsidiary of Pubco and the outstanding shares of United Hydrogen being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into Aimei Health (the “Second Merger,” and together with the First Merger, the “Mergers”), with Aimei Health surviving the Second Merger as a wholly owned subsidiary of Pubco and the outstanding securities of Aimei Health being converted into the right to receive shares of Pubco (the Mergers together with the share exchange and other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions” or “Business Combination”).

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount (as defined below) to be paid to the shareholders of United Hydrogen is $1,500,000,000 and will be paid entirely in shares, comprised of newly issued Class A and Class B Ordinary Shares (as defined below) of Pubco, with each share valued at the Per Share Price (as defined below).

As a result of the Mergers, (i) each of the ordinary shares of United Hydrogen that are issued and outstanding immediately prior to the First Merger Effective Time (as defined below), except for the United Hydrogen Specially Designated Ordinary Shares and the United Hydrogen Dissenting Shares (each as defined below), will be cancelled and converted into the right to receive such number of the Class A Ordinary Shares of Pubco (“Pubco Class A Ordinary Shares”) equal to the Exchange Ratio (as defined below) in accordance with the Business Combination Agreement; (ii) each United Hydrogen Specially Designated Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of the Class B Ordinary Shares of Pubco (“Pubco Class B Ordinary Shares”) equal to the Exchange Ratio; (iii) each convertible note of United Hydrogen that is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into such number of ordinary shares of United Hydrogen pursuant to the terms thereof, which resulting shares will be converted into the right to receive such number of Pubco Class A Ordinary Shares based on the Exchange Ratio; (iv) at the Effective Time, each public or private unit of Aimei Health (each, an “Aimei Health Unit” or “Unit”) that is issued and outstanding immediately prior to the Effective time (as defined below) shall be automatically detached and the holder thereof shall be deemed to hold one ordinary share of Aimei Health and one right to receive one-fifth (1/5) of one ordinary share of Aimei Health (the “Aimei Health Right” or “Right”); (v) at the Effective Time, each unredeemed outstanding Aimei Health ordinary share shall be cancelled and automatically converted into the right to receive one Pubco Class A Ordinary Share; and (vi) at the Effective Time, each issued and outstanding Aimei Health Right shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share. The newly issued Pubco Class A Ordinary Shares will have the same economic terms as the newly issued Pubco Class B Ordinary Shares, except that each Pubco Class B Ordinary Share will be entitled to ten (10) votes per share compared with one vote per share for Pubco Class A Ordinary Shares with all Pubco Ordinary Shares (as defined below) voting together as a single class on most matters. See “Description of Pubco Securities.” Michael&Jason Limited, a BVI business company solely owned and controlled by Xia Ma, United Hydrogen’s founder and director, will beneficially own all of the issued Pubco Class B Ordinary Shares immediately following the consummation of the Business Combination. The newly issued Pubco Class A Ordinary Shares to be received by Aimei Health’s Public Shareholders and affiliates in connection with Transactions will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Holders of Pubco Class A Ordinary Shares will not have any conversion, pre-emptive, or other subscription rights and there will be no sinking fund or redemption provisions applicable to Pubco Class A Ordinary Shares.

For the purposes of the Business Combination Agreement, the following terms have the meanings set forth below:

“Exchange Ratio” means the quotient of (i) the aggregate number of United Hydrogen Merger Shares (as defined below) as of the First Merger Effective Time divided by (ii) United Hydrogen Fully Diluted Shares (as defined below).

“Per Share Price” means $10.00 (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the like after the Closing).

“Redemption Price” means an amount equal to the price at which each share of Aimei Health ordinary share is redeemed or converted pursuant to the Redemption in accordance with the provisions of Aimei Health’s amended and restated memorandum and articles of association (as equitably adjusted for share splits, share dividends, combinations, recapitalizations, and the like after the Closing).

“United Hydrogen Merger Shares” means a number of Pubco Ordinary Shares equal to the quotient determined by dividing (i) the Aggregate Merger Consideration Amount by (ii) the Per Share Price.

“United Hydrogen Fully Diluted Shares” means the sum of (i) the aggregate number of ordinary shares of United Hydrogen that are issued and outstanding as of immediately prior to the First Merger Effective Time (including shares issued upon the exercise or conversion of convertible notes of United Hydrogen, in each case prior to the First Merger Effective Time, but excluding any shares to be cancelled pursuant to the Business Combination Agreement), and (ii) the maximum number of ordinary shares of United Hydrogen issuable upon full exercise, exchange or conversion of all convertible notes of United Hydrogen, outstanding as of the First Merger Effective Time.

If 3,995,733 ordinary shares of Aimei Health are redeemed, which is the maximum number of ordinary shares of Aimei Health that can be redeemed as of the date of this proxy statement/prospectus, Aimei Health’s Public Shareholders, the Sponsor, and the Sellers (as defined below) are expected to beneficially own approximately 0.90%, 1.28%, and 97.67%, respectively, of the aggregate Ordinary Shares of Pubco and approximately 0.14%, 0.20%, and 99.63%, respectively, of the voting power of Pubco following the Closing. As such, the shareholders of Aimei Health who do not redeem their ordinary shares of Aimei Health will experience immediate and material dilution upon closing of the Business Combination. See “Interests of Aimei Health’s Initial Shareholders, Directors, and Officers in the Business Combination” for more information on the securities that Aimei Health’s affiliates will receive in connection with the Transactions.

Prior to the consummation of the Business Combination, Michael&Jason Limited, a BVI business company solely owned and controlled by Xia Ma, the founder and director of United Hydrogen, owns 181,617,775 ordinary shares of United Hydrogen. Upon the consummation of the Business Combination, the United Hydrogen ordinary shares beneficially owned by Ms. Ma will be converted into 90,808,887.50 Pubco Class B Ordinary Shares, representing 100% of Pubco’s issued Class B Ordinary Shares and 57.63% of the aggregate Ordinary Shares of Pubco, assuming no redemptions by Aimei Health’s Public Shareholders. Pubco has a dual-class voting structure, consisting of Pubco Class A and Class B Ordinary Shares. Under this structure, holders of Pubco Class A Ordinary Shares are entitled to one vote per share, and holders of Pubco Class B Ordinary Shares are entitled to ten (10) votes per share. This unbalanced and disparate allocation of voting power will cause Ms. Ma, as the sole beneficial owner of Pubco Class B Ordinary Shares, to have a disparately higher concentration of voting power, representing approximately 93.15% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by the Aimei Health Public Shareholders, or 93.53% of the aggregate voting power assuming maximum contractual redemptions by the Aimei Health Public Shareholders of their Aimei Health ordinary shares. As a result of the disparate voting power of the Pubco Class B Ordinary Shares beneficially owned by Ms. Ma, Ms. Ma will possess the ability to control Pubco’s business, including decisions regarding mergers, consolidations, and the sale of all or substantially all of its assets, the election of directors, and other significant corporate actions. Immediately following the consummation of the Business Combination, the most significant holders of Pubco Ordinary Shares will be Michael&Jason Limited, Meijin (Beijing) Hydrogen Energy Technology Co., Ltd., and Runqing Holding Limited, which will own 93.15%, 1.78%, and 1.05%, respectively, of the total voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming no redemptions are made by Aimei Health Public Shareholders, and 93.53%, 1.79%, and 1.05% of the aggregate voting power of Pubco Class A Ordinary Shares and Pubco Class B Ordinary Shares voting as a single class assuming maximum contractual redemptions by the Aimei Health Public Shareholders of their Aimei Health ordinary shares.

The Aimei Health board of directors received and considered a fairness opinion and supporting analysis provided by an independent valuation consultancy, CHFT Advisory and Appraisal Ltd. (“CHFT”). CHFT performed various valuation and financial analyses, including the guideline public company analyses. See “The Business Combination Proposal — Basis for Aimei Health Board of Directors’ Recommendation — Valuation Analysis and Fairness Opinion” and “The Business Combination Proposal — Summary of the Opinion of CHFT.”

There may be actual or potential material conflicts of interest between the Sponsor or its affiliates, or Aimei Health’s officers, directors, or promoters, and the unaffiliated shareholders of Aimei Health. Additionally, there may be an actual or potential material conflict of interest arising from the manner in which Aimei Health compensates the Sponsor or the officer and its directors of Aimei Health. See “Aimei Health’s Directors and Executive Officers — Conflicts of Interest.”

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of shareholders of Aimei Health scheduled to be held on November 6, 2025 (the “Extraordinary General Meeting”).

Aimei Health’s Public Units (as defined below), Public Shares (as defined below), and Public Rights (as defined below) are currently listed on the Nasdaq Global Market under the symbols “AFJKU,” “AFJK,” and “AFJKR,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its Class A Ordinary Shares on the Nasdaq Capital Market (together with Nasdaq Global Market, “Nasdaq”) under the symbol “UHL.” Pubco will not have units or rights traded following consummation of the Business Combination.

Each of Aimei Health and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of shareholders of Aimei Health. Aimei Health encourages you to carefully read this entire document and the documents incorporated by reference.You should also carefully consider the risk factors described in “Risk Factors” on page 47 of this proxy statement/prospectus.

Pubco, with United Hydrogen being its wholly owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Jiaxing, Zhejiang Province, the People’s Republic of China (the “PRC”). United Hydrogen conducts its operations through its subsidiaries, including Qingyuan Jiachuang (Zhejiang) New Energy Technology Co., Ltd. and Shanghai Yixun Chuangneng New Energy Technology Co., Ltd. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the PRC, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Pubco is a holding company incorporated in the Cayman Islands with no material operations of its own and is not a Chinese operating company. As a result, Pubco will conduct all of its operations through its operating subsidiaries in the PRC following the consummation of the Business Combination. The Pubco Class A Ordinary Shares offered in this proxy statement/prospectus are shares of the Cayman Islands holding company instead of shares of Pubco’s operating entities in the PRC. Holders of Pubco Class A Ordinary Shares do not directly own any equity interests in Pubco’s PRC subsidiaries, but will instead own shares of a Cayman Islands holding company. The Chinese regulatory authorities could disallow Pubco’s corporate structure, which would likely result in a material change in our operations and/or a material change in the value of Pubco Class A Ordinary Shares, including that it could cause the value of Pubco Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Relating to Doing Business in the PRC — Chinese regulatory authorities could disallow Pubco’s holding company structure, which may result in a material change in its operations and/or a material change in the value of the securities Pubco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

Pubco faces various risks and uncertainties relating to doing business in the PRC. Pubco conducts its business mostly in the PRC, and it is subject to complex and evolving laws and regulations of the PRC. For example, it faces risks associated with regulatory approvals on overseas offerings, anti-monopoly regulatory actions, and oversight on cybersecurity, data security and data privacy which may impact its ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. Recently, the PRC regulatory authorities have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or involve foreign investment in China-based issuers, and initiated a series of regulatory actions and made a number of public statements, some of which are published with little or no advance notice to the public. The PRC government’s significant authority in regulating operations of Pubco’s operating entities in the PRC and the PRC government’s oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could result in a material adverse change in Pubco’s operations and the value of its securities, significantly limit or completely hinder its ability to continue to offer securities to investors, or cause the value of the securities of Pubco to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. United Hydrogen may also be subject to penalties and sanctions imposed by the PRC regulatory agencies. Please refer to the section entitled “Risk Factors — Risks Relating to Doing Business in the PRC” for a detailed discussion of such risks.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law” (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies, and proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) promulgated the Trial Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”) and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. The Trial Measures specify that the offering and listing of an issuer shall be deemed as an indirect overseas offering and listing of a PRC domestic company if, among other features, the issuer derives over 50% of any of the revenue, net income, total assets, or net assets from the PRC within the most recent completed fiscal year. On February 24, 2023, the CSRC, together with the Ministry of Finance (the “MOF”), National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” (the “Provisions”) and became effective on March 31, 2023. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (i) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (ii) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. As of the date of this proxy statement/prospectus, since United Hydrogen and its subsidiaries generated over 50% of each of their revenue, net income, total assets, and net assets from the PRC within the most recent completed fiscal year, the offering and listing of Pubco will be considered a PRC domestic company’s indirect overseas offering and listing under the Trial Measures, and thus United Hydrogen is required to complete filing procedures with the CSRC in connection with the consummation of the Business Combination and listing of Pubco Ordinary Shares. United Hydrogen made the required filings under the Overseas Listing Trial Measures with the CSRC. United Hydrogen has submitted a filing with the CSRC with respect to the Business Combination on August 12, 2024.

The CSRC has been reviewing United Hydrogen’s materials since then, and has required United Hydrogen to provide supplementary materials on several occasions. As of the date of this proxy statement/prospectus, United Hydrogen has submitted all of the supplementary materials required by the CSRC, however, the CSRC has not concluded its review process. Due to the uncertainties surrounding the timing and content of the CSRC’s review, United Hydrogen cannot predict the exact timing and the outcome of obtaining the CSRC filing notice. If United Hydrogen fails to complete the required procedures for the Business Combination and the listing of Pubco Ordinary Shares on Nasdaq on or prior to the Outside Date as defined in the Merger Agreement, the Business Combination Agreement may be terminated in accordance with its terms, and the Business Combination may not be consummated. Aimei Health, Pubco and United Hydrogen will not consummate the Business Combination without first completing the CSRC filing and receiving the CSRC approval under the Overseas Listing Trial Measures. Consequently, if the Business Combination fails to close due to United Hydrogen’s failure to complete the required filings with the CSRC, investors may face the risk of losing both short-term returns and the anticipated long-term value associated with the combined entity. Further, since the Trial Measures are newly published and the legislation, administration and jurisdiction authorities in China have broad discretion, it may not be easy to fully comprehend the applicable CSRC filing requirements, in addition, the Opinions, the Trial Measures, the revised Provisions, and any related implementing rules thereto may evolve and subject Pubco to additional compliance requirements in the future. There is no assurance that Pubco will be able to complete the filings and fully comply with relevant applicable laws or regulations (including those that may arise from the evolving interpretation of the Opinions, the Trial Measures, or any related implementing rules thereto) on a timely basis, or at all, and Pubco’s securities may decline in value significantly or become worthless as a result. See “Summary of the Proxy Statement/Prospectus Summary — License and Approvals Required from the PRC Authorities for Business Operations and Transactions,” “Risk Factors — Risks Relating to Doing Business in the PRC — The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future,” and “Risk Factors — Risks Relating to Doing Business in the PRC — The filing with the CSRC is required in connection with the Business Combination, and United Hydrogen cannot predict whether it will be able to obtain such approval or complete such filing.”

The Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) requires the U.S. Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect its auditors for three consecutive years beginning in 2022 or two consecutive years beginning in 2023. Pubco’s auditor and United Hydrogen’s auditor are headquartered in Singapore, while Aimei Health’s auditor is headquartered in Texas, and each of them is subject to PCAOB inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of Pubco’s auditor and Pubco’s auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in Pubco Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist Pubco Class A Ordinary Shares and trading in Pubco Class A Ordinary Shares could be prohibited. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Risk Factors — Risks Relating to Doing Business in the PRC — Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to Pubco’s listing on Nasdaq or future offerings of its securities in the U.S.”

In connection with the Reorganization, Zhejiang United Hydrogen Technology Co., Ltd. (“United Hydrogen WFOE”) paid RMB703,761 (equivalent to $98,867.83, calculated based on the USD-RMB Middle Rate of Bank of China (the “BOC Exchange Rate”) as of September 11, 2024, the date of payment of such amount) to Chuanyan Holdings Limited as consideration for the acquisition of ownership interest of Yixun Chuangneng held by Chuanyan Holdings Limited, and RMB310,815 (equivalent to $43,664.83, calculated based on the BOC Exchange Rate as of September 11, 2024, the date of payment of such amount) to Chuanyan Holdings Limited as consideration for the acquisition of ownership interest of Zhejiang Qingyuan held by Chuanyan Holdings Limited. On December 31, 2021, Hydrogen Jiachuang (Jiaxing) New Energy Operation Co., Ltd. paid dividends in the amount of RMB830,000 (equivalent to $130,181.78, calculated based on the BOC Exchange rate as of December 31, 2021, the date of payment of such amount) to Zhejiang Qingyuan, its shareholder. On December 31, 2021, Zhejiang Qingyuan paid dividends in the aggregate amount of RMB3,000,000 (equivalent to $470,536.57, calculated based on the BOC Exchange rate as of December 31, 2021, the date of payment of such amount) to Shanghai RunQing Management Consulting Partnership Enterprise (Limited Partnership) and Shanghai Qicai Technology Partnership Enterprise (Limited Partnership), its then shareholders. On February 29, 2024, Hydrogen Jiachuang (Jiaxing) New Energy Operation Co., Ltd. declared to pay dividends in the amount of RMB1,300,000 (equivalent to $183,005.80, calculated based on the BOC Exchange Rate as of February 29, 2024, the date when the dividends were declared) to Zhejiang Qingyuan, its shareholder, which dividends are expected to be paid within the following one-year period. On February 29, 2024, Zhejiang Qingyuan declared to pay dividends in the aggregate amount of RMB7,000,000 (equivalent to $985,415.85 calculated based on the BOC Exchange Rate as of February 29, 2024, the date when the dividends were declared) to Shanghai RunQing Management Consulting Partnership Enterprise (Limited Partnership) and Shanghai Qicai Technology Partnership Enterprise (Limited Partnership), its then shareholders, which dividends are expected to be paid within the following one-year period. As of the date of this proxy statement/prospectus, none of Pubco’s subsidiaries have paid any dividends or made any distributions to Pubco and Pubco has not paid any dividends or made any distributions to its shareholders, other than those described above. As of the date of this proxy statement/prospectus, no dividends, distributions, or any other transfers of cash or other assets have occurred among United Hydrogen, its subsidiaries, or its investors, other than those described above and transactions in the ordinary course of business between and among United Hydrogen and its subsidiaries. See “Summary of the Proxy Statement/Prospectus — Selected Historical Financial Information of United Hydrogen,” and United Hydrogen’s audited consolidated financial statements for the years ended December 31, 2024 and 2023. Following the consummation of the Business Combination, Pubco intends to keep any future earnings to finance the expansion of its business, and it does not anticipate that any cash dividends will be paid in the foreseeable future. If Pubco determines to pay dividends on any of its Class A or Class B Ordinary Shares in the future, as a holding company, it will be dependent on receipt of funds from United Hydrogen, which is dependent on receipt of funds from Unicorn Hydrated Limited, a BVI company and wholly owned subsidiary of United Hydrogen, which will rely on receipt of funds from United Hydrogen Group Holding Limited, a Hong Kong company and wholly owned subsidiary of Unicorn Hydrated Limited, which will then in turn rely on payments made from Zhejiang United Hydrogen Technology Co., Ltd. and Shanghai Hydrogen Mulan New Energy Technology Co., Ltd and in turn their subsidiaries operating in the PRC. However, as the PRC government imposes control over currency conversion, it has the authority to conduct exchange transfer reviews, which may impose certain limitations on Pubco’s ability to transfer cash between Pubco, its subsidiaries, and its investors, primarily reflected in the following aspects: (i) Pubco is restricted from providing capital or loans to its PRC subsidiaries, which may adversely affect the operations of its PRC subsidiaries; (ii) following the consummation of the Business Combination, Pubco’s PRC subsidiaries may be restricted from paying dividends to Pubco; and (iii) if Pubco is unable to obtain dividends from its PRC subsidiaries, it may adversely impact its dividends distribution to investors. See “Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of the Business Combination to make loans or additional capital contributions to our PRC subsidiaries.” Further, to the extent cash or assets are held in the PRC or by a Chinese entity, they may not be readily available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on Pubco’s ability to transfer cash or assets by the PRC government. There is no assurance that the PRC government will not intervene in or impose restrictions on the ability of Pubco or its subsidiaries to transfer cash or assets. See “Risk Factors — Cash or asset held in the PRC may face restrictions on transfer outside the country due to Chinese government regulations, limiting Pubco’s ability to use these funds for operations, dividend distribution, or capital contributions without complying with Chinese laws, including foreign exchange controls, statutory reserve requirements and taxation.” United Hydrogen has established, and Pubco expects to apply the same, controls and procedures for cash flows within its organization based on internal cash management policies established by its finance department, discussed, considered, and reviewed by the relevant departments in United Hydrogen, and approved by its Chairperson of the Board of Directors. Specifically, United Hydrogen’s finance department supervises cash management, following the instructions of its management. United Hydrogen’s finance department is responsible for establishing its cash operation plan and coordinating cash management matters among its subsidiaries and departments. Each subsidiary and department initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to United Hydrogen’s finance department. The finance department reviews the cash demand plan and prepares a summary for the management of United Hydrogen. Management examines and approves the allocation of cash based on the sources of cash and the priorities of the needs. Other than the above, United Hydrogen currently do not have other cash management policies or procedures that dictate how funds are transferred.

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Securities Exchange Act of 1934 (the “Exchange Act”) and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about Aimei Health.

In addition, as a “foreign private issuer,” Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements Pubco does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled.

Following the completion of the Business Combination, Ms. Xia Ma will beneficially own 93.15% of the aggregate voting power of Pubco (assuming no redemptions) or 93.53% of the aggregate voting power of Pubco (assuming maximum contractual redemptions). As a result, Pubco will be a “controlled company” within the meaning of applicable Nasdaq listing rules. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of its board of directors consist of independent directors, (ii) that its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (iii) that its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Following the consummation of the Business Combination, Pubco intends to utilize some of these exemptions. Although Pubco will have a compensation committee and nominating committee, such committees will not be composed entirely of “independent directors.” Upon completion of the Business Combination, Pubco anticipates that the size of its board of directors will be five (5) directors, three of whom will qualify as independent directors as defined within the meaning of the corporate governance standards of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of these corporate governance requirements. See “Summary of the Proxy Statement/Prospectus — Controlled Company,” “Risk Factors,” and “Management of Pubco Following the Business Combination — Controlled Company Status.”

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated October 10, 2025 , and is first being mailed to Aimei Health’s security holders on or about October 17, 2025.

**AIMEI HEALTH TECHNOLOGY CO., LTD

New York, NY 10022

**NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 6, 2025

TO THE SHAREHOLDERS OF AIMEI HEALTH TECHNOLOGY CO., LTD:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Aimei Health Technology Co., Ltd (“Aimei Health”), a company incorporated in the Cayman Islands, will be held at 10:00 a.m. Eastern Time, on November 6, 2025, at the offices of Hunter Taubman Fischer & Li LLC at 950 Third Avenue, 19 th Floor, New York, NY 10022 and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned. You are cordially invited to attend the meeting, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which Aimei Health encourages you to read in its entirety before voting. Only holders of record of Aimei Health ordinary shares at the close of business on September 26, 2025 (the “Record Date”) are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

Pursuant to the Aimei Health’s amended and restated articles of association, a holder of Aimei Health’s public shares (a “Aimei Health Public Shareholder” or “Public Shareholder”) may request that Aimei Health redeem all or a portion of such public shares for cash in connection with the completion of the Business Combination. Holders of Units must elect to separate the Units into the underlying public shares and rights prior to exercising redemption rights with respect to the public shares. If holders hold their Aimei Health Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying public shares and rights, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), Aimei Health’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares.**Aimei Health Public Shareholders may elect to redeem their public shares regardless of whether or not they vote on any of the Proposals and whether they vote “For” or “Against” any of the Proposals.**If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if an Aimei Health Public Shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Aimei Health will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the trust account and not previously released to Aimei Health for tax purposes. As of the Record Date, this would have amounted to approximately $11.37 per issued and outstanding ordinary share. If an Aimei Health Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares (but will continue to own rights). See the section entitled “Extraordinary General Meeting of Shareholders of Aimei Health — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, an Aimei Health Public Shareholder, together with any affiliate of such Aimei Health Public Shareholder or any other person with whom such Aimei Health Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act, will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if an Aimei Health Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

In addition, in no event will Aimei Health redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after taking into account holders that have properly demanded redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement.

The Sponsor holds an aggregate of 1,905,000 Aimei Health ordinary shares as of the date of this proxy statement/prospectus. The Sponsor has invested an aggregate of $3,345,000 in Aimei Health in connection with the IPO of Aimei Health, comprised of (i) $25,000 for 1,725,000 Founder Shares (approximately $0.014 per share), of which 152,000 Founder Shares were transferred to the then officers and directors of Aimei Health on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Placement Units, which consist of 332,000 Private Shares and 332,000 Private Rights. Each Private Right grants the holder thereof the right to receive one-fifth (1/5) of an ordinary share of Aimei Health upon the consummation of an initial business combination. See “Summary of the Proxy Statement/Prospectus — Aimei Health Initial Shareholders — Founder Shares,” “Summary of the Proxy Statement/Prospectus — Aimei Health Initial Shareholders — Private Placement Units,” and “The Business Combination Proposal — Background of the Business Combination.” The Sponsor may realize a positive rate of return so long as the market price of Pubco Class A Ordinary Shares is at least $1.76 per share, even if Aimei Health public shareholders experience a negative rate of return following the Business Combination. The Sponsor, its affiliates and promoters are not receiving compensation or any additional securities of Aimei Health or Pubco in connection with the Business Combination, except for the Pubco Class A Ordinary Shares expected to be received based on the share exchange provision stipulated in the Business Combination Agreement and based upon the conversion of the Private Rights. Upon the completion of the Business Combination, the Sponsor is expected to hold a total of 1,971,400 Pubco Class A Ordinary Shares (including 66,400 Pubco Class A Ordinary Shares issuable upon conversion of the Private Rights), representing approximately 1.25% of the equity interests in the combined company upon the consummation of the Business Combination.

The Initial Shareholders of Aimei Health, including the Sponsor and its directors and officers, have agreed to waive their redemption rights with respect to their Founder Shares and Private Shares, and any Public Shares they may hold in connection with the completion of our initial business combination. The Initial Shareholders received no additional consideration in exchange for the agreement to waive their redemption rights. As of the date of this proxy statement/prospectus, the Initial Shareholders collectively own an aggregate of 33.6% of the issued and outstanding ordinary shares of Aimei Health. The Sponsor and the directors and officers of Aimei Health have agreed to vote their shares in favor of the Business Combination, regardless of how Aimei Health’s Public Shareholders vote.

Aimei Health is providing the accompanying proxy statement/prospectus and accompanying proxy card to Aimei Health Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, and other related business to be considered by Aimei Health Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Aimei Health Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47 of the accompanying proxy statement/prospectus.

After careful consideration, the Aimei Health board of directors has unanimously determined that (i) the Business Combination Proposal, (ii) the Merger Proposal, (iii) the Share Issuance Proposal, and (iv) the Adjournment Proposal are fair to and in the best interests of Aimei Health and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. The approval of the Second Plan of Merger is a requirement under the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”). If the Business Combination Proposal, including the Second Plan of Merger, is not approved by the shareholders of Aimei Health, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of each of the Merger Proposal and the Share Issuance Proposal. If the shareholders of Aimei Health do not approve the Merger Proposal or the Share Issuance Proposal, the Business Combination may not be consummated.

The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The approval of each of the Business Combination Proposal, the Share Issuance Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast by the Aimei Health shareholders as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. The approval of the Merger requires the affirmative vote of holders of at least two-thirds of the votes cast by the Aimei Health shareholders as, being entitled to do so, vote in person or by proxy at the Meeting at which a quorum exists. The Business Combination is not structured to require the approval of at least a majority of unaffiliated shareholders of Aimei Health.

The holders of the Founder Shares (as defined below) and Private Shares (as defined below), including Aimei Health’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 1,725,000 Founder Shares issued and outstanding, which constitute approximately 28.2% of the outstanding ordinary shares of Aimei Health. Additionally, an aggregate of 332,000 ordinary shares (the “Private Shares”) underlying the Private Placement Units (as defined below) were issued to Aimei Investment Ltd in connection with a private placement that closed simultaneously with the initial public offering of Aimei Health (the “Initial Public Offering”). The Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date. The Founder Shares and Private Shares in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date.

All Aimei Health shareholders are cordially invited to attend the meeting. To ensure your representation at the meeting, however, you are urged to complete, sign, date, and return the enclosed proxy card as soon as possible. Your proxy card must be received by Aimei Health not less than 48 hours before the scheduled time of the meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

As an Aimei Health shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend and vote on your behalf, and such proxyholder(s) need not hold shares in Aimei Health.

A complete list of Aimei Health shareholders of record entitled to vote at the Extraordinary General Meeting will be available for 10 days before the meeting at the principal executive offices of Aimei Health for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date, and return the enclosed proxy card as soon as possible in the envelope provided. Your proxy card must be received by Aimei Health not less than 48 hours before the scheduled time of the meeting or any adjournment thereof at which the person named in the proxy card proposes to vote. Proxy cards received after this time will not be counted. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. Aimei Health looks forward to your continued support.

By Order of the Board of Directors

Sincerely,

/s/ Junheng Xie

Junheng Xie

Chief Executive Officer

Aimei Health Technology Co., Ltd

October 10, 2025

The accompanying proxy statement/prospectus is dated October 10, 2025, and is first being mailed to shareholders on or about October 17, 2025.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT AIMEI HEALTH CONVERT YOUR SHARES INTO CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON NOVEMBER 4, 2025 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A CONVERSION NOTICE TO AIMEI HEALTH’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO AIMEI HEALTH’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AIMEI HEALTH — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about Aimei Health and United Hydrogen from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website athttp://www.sec.govor by requesting them in writing, by e-mail, or by telephone at the appropriate address below:

Telephone No.: +34 678 035200

or

Toll Free: (877) 870-8565

Collect: (206) 870-8565

You will not be charged for any of these documents that you request. To ensure timely delivery, investors must request this information no later than five business days before the date of the Extraordinary General Meeting, or no later than October 30, 2025.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-284430), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Class A Ordinary Shares, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of shareholders of Aimei Health at which Aimei Health shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, United Hydrogen relies on and refers to industry data, information, and statistics regarding the markets in which it competes from publicly available information, industry, and general publications and research and studies conducted by third parties, including the industry report of Frost & Sullivan commissioned by United Hydrogen. This information appears under the section of this proxy statement/prospectus entitled “Industry Overview of United Hydrogen.” United Hydrogen has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. However, United Hydrogen acknowledges its responsibility for all disclosures in this proxy statement/prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

Pubco, United Hydrogen, and Aimei Health and their respective subsidiaries own or have rights to trademarks, trade names, and service marks that they use in connection with the operation of their businesses. In addition, their names, logos, and website names and addresses are their trademarks or service marks. Other trademarks, trade names, and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names, and service marks referred to in this proxy statement/prospectus are listed without the applicable®, ™, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names, and service marks.

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