Aimei Health Technology Co., Ltd.

This summary highlights selected information from this proxy statement/prospectus and does not contain all the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should carefully read this entire proxy statement/prospectus, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus as well as the other annexes attached hereto. The Business Combination Agreement is the legal document that governs the Mergers and the other Transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination Agreement,” but is qualified by reference to the complete text of the Business Combination Agreement.

The Parties

Aimei Health

Aimei Health Technology Co., Ltd, which is referred to as Aimei Health, is a blank check company incorporated in the Cayman Islands on April 27, 2023. Aimei Health was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination or other similar business combination with one or more businesses or entities.

On December 6, 2023, Aimei Health consummated its IPO of 6,900,000 Public Units, including the underwriters’ full exercise of its over-allotment option, at a price of $10.00 per Public Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the Initial Public Offering, Aimei Health consummated the private placement of an aggregate of 332,000 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $3,320,000. The total offering generated an aggregate amount of gross proceeds of $72,320,000 to Aimei Health.

Following the Initial Public Offering and the simultaneous private placement, a total of $69,690,000 in net proceeds was placed in a U.S.-based trust account at Continental Stock Transfer & Trust Company, as trustee. This amount was comprised of proceeds of $69,000,000 in gross proceeds (which amount includes $690,000 of the underwriters’ deferred discount) from the Initial Public Offering (including the proceeds received from the exercise by the underwriters of the over-allotment option), and a total of $3,320,000 in gross proceeds for the sale of the Private Placement Units, offset by $1,930,000 in total offering expenses and $700,000 in use of proceeds not held in the Trust Account, which became available to be used to provide for business, legal and accounting due diligence on prospective business combinations, and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (File No. 333-272230) that became effective on November 30, 2023.

After the consummation of the Business Combination, the funds in the Trust Account will be used by Aimei Health to pay holders of the Public Shares who exercise Redemption rights, to pay the Deferred Underwriting Commission of $690,000, any unpaid Extension Fees payable by United Hydrogen pursuant to the Business Combination Agreement, any unpaid fees and expenses incurred in connection with the Business Combination by United Hydrogen, to make the premium payment for the D&O tail insurance and the premium payment for the directors and officers of Pubco for one year after the Closing, and used for working capital and general corporate purposes of Pubco and its subsidiaries. Aimei Health’s Public Units, Public Shares, and Public Rights are listed on the Nasdaq Global Market under the symbols “AFJKU,” “AFJK,” and “AFJKR,” respectively.

The mailing address of Aimei Health’s principal executive office is 10 East 53 rd Street, Suite 3001, New York, NY 10022, and its telephone number is +34 678 035200. After the consummation of the Business Combination, Aimei Health will become a wholly owned subsidiary of Pubco.

Pubco

Pubco was incorporated on May 23, 2024 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. Pubco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Pubco is Ms. Xia Ma and the sole shareholder of Pubco is Michael&Jason Limited, a BVI business company solely owned and controlled by Xia Ma.

The mailing address of Pubco’s registered office is at the office of Harneys Fiduciary (Cayman) Limited, 4 th Floor, Harbour Place, 103 South Church Street, P. O. Box 10240, George Town, Grand Cayman, KY1-1002, Cayman Islands, and its telephone number is +1 345 949 8599.

After the consummation of the Business Combination, Pubco’s principal executive office will be that of United Hydrogen, located at 16 th Floor, Yangtze River Delta Hydrogen Energy Innovation Center, Mingjun Road, Pinghu City, Jiaxing, Zhejiang Province, The People’s Republic of China, 314201.

First Merger Sub

First Merger Sub was incorporated on June 3, 2024 solely for the purpose of effectuating the Business Combination described herein. First Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. First Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of First Merger Sub is Xia Ma, and the sole shareholder of First Merger Sub is Pubco.

Second Merger Sub

Second Merger Sub was incorporated on June 3, 2024 solely for the purpose of effectuating the Business Combination described herein. Second Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. Second Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Second Merger Sub is Xia Ma, and the sole shareholder of Second Merger Sub is Pubco.

United Hydrogen

United Hydrogen is an exempted company with limited liability incorporated in the Cayman Islands. As a holding company with no material operations of its own, United Hydrogen conducts all of its operations through its operating subsidiaries in the PRC.

United Hydrogen is a hydrogen solution provider committed to providing customers with decarbonization solutions tailored to their energy decarbonization goals. Driven by the mission of “Living in Harmony with Nature,” United Hydrogen operates its business in China through its subsidiaries, including without limitation, Zhejiang Qingyuan and Yixun Chuangneng. As of the date of this proxy statement/prospectus, United Hydrogen, through its subsidiaries, has been in the business of providing (i) hydrogen energy solutions, specializing in the evaluation, design, and construction (through third-party construction contractors) of hydrogen production plants and hydrogen refueling stations, as well as post-delivery operation and management of these facilities, and (ii) hydrogen commercial applications, focusing on selling fuel cell systems for hydrogen trucks and forklifts, and designing, selling and leasing fuel cell forklifts. As of the date of this proxy statement/prospectus, United Hydrogen has (i) designed, constructed, and managed the operation of three hydrogen production plants and 26 hydrogen refueling stations in 13 cities across seven provinces of China, and (ii) sold fuel cell systems for hydrogen trucks and forklifts to three customers located in three cities across three provinces of China, and sold or leased fuel cell forklifts/hydrogen fuel cell heavy-duty trucks to 29 customers located in six cities across five provinces of China.

United Hydrogen’s revenue for the fiscal year ended December 31, 2024 was approximately $52.6 million, with gross profits of $6.0 million, compared to approximately $11.3 million of revenue and approximately $3.7 million of gross profits for the fiscal year ended December 31, 2023. United Hydrogen’s net income for the year ended December 31, 2024 was approximately $0.6 million and its net income for the year ended December 31, 2023 was $0.1 million. For additional information regarding United Hydrogen, see the section of this proxy statement/prospectus entitled “Business of United Hydrogen.”

The mailing address of United Hydrogen’s principal executive office 16 th Floor, Yangtze River Delta Hydrogen Energy Innovation Center, Mingjun Road, Pinghu City, Jiaxing, Zhejiang Province, The People’s Republic of China, 314201, and its telephone number is +86-18294434089.

Organizational Structure

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 that Pubco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.”

The following diagram illustrates United Hydrogen’s corporate structure as of the date of this proxy statement/prospectus:

The following diagram illustrates Pubco’s corporate structure immediately following the consummation of the Business Combination, assuming no redemptions by Aimei Health’s public shareholders:

The Business Combination Proposal

On June 19, 2024, Aimei Health entered into the Business Combination Agreement with the Purchaser Representative, Pubco, the First Merger Sub, the Second Merger Sub, and United Hydrogen. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (i) the First Merger Sub will merge with and into United Hydrogen, 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 (ii) the Second Merger Sub will merge with and into Aimei Health, 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.

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount 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 ordinary shares of Pubco, with each share valued at Per Share Price.

As a result of the Mergers, among other things, (i) each of the ordinary shares of United Hydrogen (except for the United Hydrogen Specially Designated Ordinary Shares and the United Hydrogen Dissenting Shares) that are issued and outstanding immediately prior to the First Merger Effective Time, will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio pursuant to the terms and conditions of 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 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 issued and outstanding Aimei Health Unit shall be automatically detached and the holder thereof shall be deemed to hold one Aimei Health ordinary share and one Aimei Health right to receive one-fifth (1/5) of an Aimei Health ordinary share, (v) at the Effective Time, each Aimei Health ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class A Ordinary Share, and (vi) at the Effective Time, each issued and outstanding Aimei Health rights shall be cancelled and automatically converted into one-fifth of one Pubco Class A Ordinary Share.

For a detailed discussion on calculation of the number of Pubco Ordinary Shares to be issued in connection with the Business Combination, please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — the Business Combination Agreement — Conditions to Closing.”

The Merger Proposal

In connection with the Business Combination and pursuant to the Cayman Companies Act, Aimei Health is required to request its shareholders to consider and vote upon a proposal to approve the Second Plan of Merger and appendices thereto and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring in connection with the Second Merger. For more information regarding the Merger Proposal, see the discussion in this proxy statement/prospectus under the heading “*The Merger Proposal.”*The Merger Proposal is conditioned on the approval of the Business Combination Proposal and the Share Issuance Proposal. Therefore, if any one of the Business Combination Proposal or the Share Issuance Proposal is not approved, the Merger Proposal will have no effect, even if approved by the shareholders of Aimei Health.

The Share Issuance Proposal

The Nasdaq listing rules require that a listed company obtain its shareholders’ approval for issuances of securities in excess of 20% of the listed company’s issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, the shareholders of Aimei Health will be asked to consider and vote upon a proposal to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of approximately 157,568,133. newly issued ordinary shares in the Business Combination. Please see the section of this proxy statement/prospectus entitled “The Share Issuance Proposal.”

The Adjournment Proposal

If Aimei Health determines that it is necessary or appropriate to adjourn the Meeting to a later date, including if, based on the tabulated vote, there are not sufficient shareholder votes at the time of the Meeting to authorize Aimei Health to consummate the Business Combination (because the Business Combination Proposal would not be approved or because another condition to Closing the Business Combination Agreement would not be met), the board of directors of Aimei Health may submit a proposal to direct the chairman of the meeting to adjourn the Meeting to a later date or dates, to permit, among other actions, further solicitation of proxies. Please see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

Aimei Health Initial Shareholders

Founder Shares

As of September 26, 2025, the Record Date, Aimei Health’s Initial Shareholders beneficially owned and were entitled to vote an aggregate of 1,725,000 Founder Shares that were issued prior to Aimei Health’s Initial Public Offering. As of the Record Date, the Founder Shares constitute approximately 28.2% of the outstanding ordinary shares of Aimei Health.

Private Placement Units

Additionally, an aggregate of 332,000 Private Shares underlying the Private Placement Units were issued to the Sponsor in connection with a private placement that closed simultaneously with the Initial Public Offering. Each Private Placement Unit consists of one Private Share and one Private Right granting 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. The Private Placement Units are identical to the Public Units sold in our IPO, except that the Private Placement Units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until six months after the completion of our initial business combination. The Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date.

Agreements Between the Initial Shareholders and Aimei Health

In connection with the Initial Public Offering, the holders of Aimei Health’s Founder Shares and Private Shares agreed to vote such shares, as well as any ordinary shares acquired in the aftermarket, 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. The Founder Shares have no Redemption rights in the event of a business combination and will be worthless if no business combination is effected by Aimei Health. Additionally, the Private Shares will not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account).

In connection with the Initial Public Offering, the Sponsor and other Initial Shareholders entered into a letter agreement pursuant to which they agreed that their Founder Shares and Private Shares may not be transferred (subject to limited exceptions) until (i) with respect to the Private Shares, six (6) months following the Closing; and (ii) with respect to Founder Shares, for a period ending on the earlier of (A) six (6) months after the completion of an initial business combination, (B) the date on which the closing price of the ordinary shares equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) trading day period commencing at least 150 days after the initial business combination, or (C) the date following the completion of an initial business combination on which Aimei Health completes a liquidation, merger, share exchange or other similar transaction that results in all of Aimei Health’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Date, Time, and Place of the Extraordinary General Meeting of Shareholders of Aimei Health

The Meeting 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 date, and at such other place to which the meeting may be adjourned, to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, and/or if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned ordinary shares of Aimei Health at the close of business on September 26, 2025, which is the Record Date for the Meeting. Shareholders will have one vote for each Aimei Health ordinary share owned at the close of business on the Record Date. 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. Aimei Health rights do not have voting rights. On the Record Date, there were 6,121,733 ordinary shares of Aimei Health outstanding, of which 3,995,733 were Public Shares, with the rest being held by the Aimei Health Initial Shareholders.

Quorum and Vote of Aimei Health Shareholders

A quorum of Aimei Health shareholders is necessary to hold a valid meeting. A quorum will be present at the Aimei Health meeting if the holders of no less than a majority of the issued and outstanding ordinary shares entitled to attend and vote at the Meeting are present themselves or represented by proxy or if a corporation or other nonnatural person, by its duly authorized representative or proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.

The holders of the Founder Shares, 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 Private Shares underlying the Private Placement Units were issued to the Sponsor in connection with a private placement that closed simultaneously with the Initial Public Offering. The Private Shares constitute approximately 5.4% of the outstanding ordinary shares of Aimei Health as of the Record Date. As such, the Founder Shares and Private Shares held by Aimei Health’s Initial Shareholders in the aggregate represent approximately 33.6% of the outstanding ordinary shares of Aimei Health as of the Record Date. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders, will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, and (if presented) the Adjournment Proposal. The Business Combination is not structured to require the approval of at least a majority of unaffiliated shareholders of Aimei Health.

Pursuant to Aimei Health’s memorandum and articles of association, a holder of Public Shares may demand that Aimei Health convert such shares into cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Aimei Health convert their shares into cash no later than 5:00 p.m. Eastern Time on November 4, 2025 (two business days prior to the Meeting) by (i) submitting their request in writing to Continental and (ii) delivering their stock to Aimei Health’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If the Business Combination is not completed, these shares will not be redeemed for cash at this time in connection with the Business Combination. In such case, Aimei Health will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Aimei Health. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their Redemption rights in connection therewith due to potential claims of creditors of Aimei Health. If a holder of Public Shares properly demands Redemption, Aimei Health will redeem each Public Share for its pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the Record Date, this would amount to approximately $11.37 per share. If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its ordinary shares of Aimei Health for cash and will no longer own the shares. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Shareholders of Aimei Health — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated if Aimei Health has net tangible assets of 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.

Holders of Aimei Health rights do not have Redemption rights with respect to such securities.

Appraisal Rights

Aimei Health’s board of directors considers that the Aimei Health ordinary shares (including those held by the Initial Shareholders) and other Aimei Health securities may entitle the holders thereof to appraisal rights under the Cayman Companies Act in connection with the Business Combination. For additional information, see the question “Do I have appraisal rights if I object to the proposed Business Combination?” under the section of this proxy statement/prospectus entitled “Questions and Answers about the Proposals.”

Proxy Solicitation

Proxies may be solicited by mail, by telephone, or in person. Aimei Health has engaged Advantage Proxy (the “Proxy Solicitor”) as proxy solicitor to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares itself if it revokes its proxy before the Meeting. A shareholder may also change its vote by entering a new vote by Internet, submitting a later-dated proxy, or attending and voting, during the Meeting as described in the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Shareholders of Aimei Health — Revoking Your Proxy.”

Reasons for the Approval of the Business Combination

In reaching its decision with respect to the Business Combination, Aimei Health’s board of directors considered views of Aimei Health’s management regarding the opportunity represented by the proposed transaction and evaluated the investor presentation provided by United Hydrogen. Aimei Health’s management discussed its diligence to the board, which included but not limited to:

Aimei Health’s board of directors supported the decision to enter into the Business Combination Agreement with its evaluation of the above due diligence and the following reasons regarding United Hydrogen:

For more details on the reasons for the board approval of the Business Combination, please refer to “The Business Combination Proposal — Reasons for Aimei Health Board of Directors’ Approval of the Business Combination.”

Fairness Opinion

On June 19, 2024, CHFT rendered its draft opinion to Aimei Health to the effect that, as of such date, the aggregate consideration to be issued by Aimei Health in the Business Combination was fair, from a financial point of view to Aimei Health and its shareholders. For purposes of its financial analyses, CHFT assumed that the aggregate consideration per the Business Combination Agreement would have a value equal to $1,500,000,000 at Closing. See “The Business Combination Proposal — Summary of the Opinion of CHFT.”

CHFT’s opinion was only one of many factors considered by the Aimei Health board of directors in evaluating the Business Combination. Neither CHFT’s opinion nor its analyses were determinative of the aggregate consideration or of the views of the Aimei Health board of directors or management with respect to the Business Combination or the aggregate consideration. The type and amount of consideration payable in the Business Combination were determined through negotiations between Aimei Health and United Hydrogen, and the decision to enter into the Business Combination Agreement was solely that of the Aimei Health board of directors. You are encouraged to read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the scope of the review undertaken by CHFT in rendering its opinion.

Compensation of the Sponsor, its Affiliates and Promoters

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Aimei Health to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

Securities as Compensation:

Other Compensation:

The Sponsor, Aimei Investment Ltd, acquired its Founder Shares at a nominal price of approximately $0.014 per share, compared to the $10.00 per share paid by Aimei Health’s public shareholders in its initial public offering. This significant price disparity has contributed to a material dilution of the equity interests of Aimei Health’s public shareholders, including non-redeeming shareholders. Overall, upon completion of the business combination, the Sponsor will hold a total of 1,971,400 Pubco Class A Ordinary Shares, including 66,400 Pubco Class A Ordinary Shares issuable upon conversion of Private Rights, at a cost of approximately $1.70 per share, compared to the $10.00 per share for Aimei Health’s non-redeeming shareholders. The price disparity has significantly contributed to a material dilution of the equity interests of non-redeeming shareholders of Aimei Health. Additionally, with regards to the $10,000 per month payment to the Sponsor, the relatively small amount involved is not expected to result in any material dilution to the equity interests of Aimei Health’s non-redeeming shareholders.

Dilution to the Shareholders of Aimei Health

Aimei Health’s net tangible book value as of December 31, 2024 was $41,652,071, or $6.80 per share, based on 6,121,733 Aimei Health ordinary shares outstanding as of that date. After giving effect to the automatic conversion of Aimei Health Rights into Pubco Class A Ordinary Shares upon the Closing, Aimei Health’s as adjusted net tangible book value per share as of June 30, 2025 would have been US$5.19 per share. The following table illustrates the changes in net tangible book value to existing shareholders and dilution to recipients of United Hydrogen Merger Shares at varying redemption levels.

The following table illustrates the changes in net tangible book value to existing shareholders and dilution to recipients of United Hydrogen Merger Shares at varying redemption levels. For an illustration of the dilutive effect that the Business Combination, any related transactions or other transactions would have on the Aimei Health shareholders who do not request redemptions and thus hold the Pubco shares upon the consummation of the Business Combination, see “Summary of the Proxy Statement/Prospectus —Dilution to the Shareholders of Aimei Health”, “Risk Factors — The shareholders of Aimei Health may experience substantial dilution as a consequence of the issuance of ordinary shares in the Business Combination, and will exercise less influence over management”, and “Risk Factors — If you are a shareholder of Aimei Health, you may be diluted from the adoption and implementation of the Pubco Incentive Plan.”

Conflicts of Interests

When you consider the recommendation of the Aimei Health board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that Aimei Health’s Initial Shareholders, including the Sponsor and its directors and executive officers, have interests in such proposals that are different from, or in addition to, your interests as an Aimei Health shareholder or rights holder. The actual or potential material conflict of interest between the Sponsor, Aimei Health’s officers, directors, and promoters, or United Hydrogen’s officers and directors, and the unaffiliated shareholders of Aimei Health include, among other things:

Except for the conflicts of interest noted above, which primarily relate to the interests of officers and directors and the Sponsor, there are no conflicts of interest between the Sponsor, Aimei Health’s officers, directors, and promoters, or United Hydrogen’s officers and directors, and the unaffiliated shareholders of Aimei Health. For a description of the fiduciary obligations held by Aimei Health’s officers and directors to other entities, see “Aimei Health’s Directors and Executive Officers — Conflicts of Interest” and “United Hydrogen’s Directors and Executive Officers — Conflicts of Interest.”

Recommendation to Shareholders

The Aimei Health board of directors has unanimously determined that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of the shareholders of Aimei Health and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and, if presented, “FOR” the Adjournment Proposal.

The existence of financial and personal interests of Aimei Health’s directors and officers may result in a conflict of interest on the part of such director(s) and/or officer(s) between what he, she or they may believe is in the best interests of Aimei Health and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See “Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of Aimei Health” and “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus.

Conditions to the Consummation of the Business Combination

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of Aimei Health’s shareholders; (ii) the approval of the Transactions by the requisite vote of United Hydrogen’s shareholders; (iii) obtaining material regulatory approvals; (iv) the termination or expiration of any waiting period applicable to the consummation of the Transactions under any antitrust laws; (v) no law or order preventing or prohibiting the Transactions; (vi) Aimei Health having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any PIPE Investment that has been funded at or prior to Closing; (vii) the adoption by the shareholder of Pubco of Pubco’s amended memorandum and articles of association; (viii) the effectiveness of the Registration Statement; (ix) appointment of the post-closing directors of Pubco; (x) Nasdaq listing requirements for Pubco’s ordinary shares having been satisfied; (xi) United Hydrogen and Aimei Health each receiving evidence reasonably satisfactory to them that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing; and (xii) to the extent applicable, the Target Companies’ receipt of all necessary approvals from the CSRC.

In addition, unless waived by United Hydrogen, the obligations of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Aimei Health being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) Aimei Health having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) the absence of any Material Adverse Effect with respect to Aimei Health since the date of the Business Combination Agreement which is continuing and uncured; (iv) the paid-off of all Expenses incurred by Aimei Health and unpaid fees in connection with IPO (other than the Deferred Underwriting Commission) and all Sponsor Loan on or prior to the Closing; (v) receipt by United Hydrogen and Pubco of the Founder Amended and Restated Registration Rights Agreement; (vi) receipt by each of the Sellers of the Seller Registration Rights Agreement; and (vii) Aimei Health having delivered copies of the written resignations of all its directors and officers prior to the Second Merger, effective as of the Effective Time.

Unless waived by Aimei Health, the obligations of Aimei Health, to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) United Hydrogen, Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) each Employment Agreement and each Seller Lock-Up Agreement being in full force and effect from the Closing; (v) as of or prior to the Closing, the board of directors and shareholders of Pubco having adopted and approved an equity incentive plan which will provide that the total pool of awards under such equity incentive plan will be a number of Pubco Ordinary Shares equal to five percent (5%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Business Combination and shall include a customary evergreen provision; (vi) receipt by Aimei Health of the Founder Amended and Restated Registration Rights Agreement, duly executed by Pubco; (vii) completion of the Reorganization pursuant to the Reorganization Documents by the Completion Date; and (viii) United Hydrogen’s timely payments for any Extension pursuant to the terms of the Business Combination Agreement.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any U.S. federal or state regulatory requirement or approval, or any regulatory requirements or approvals under the laws of the Cayman Islands or the laws of the People’s Republic of China, except for (1) the regulatory requirements under the U.S. federal securities laws, (2) the filings and registration with the Registrar of Companies in the Cayman Islands and the payment of the applicable fees under the Cayman Companies Act necessary to effectuate the Business Combination, and (3) the PRC regulatory permission for the Business Combination as more fully described under “License and Approvals Required from the PRC Authorities for Business Operations and Transactions” below.

The filing and registration requirements under the laws of the Cayman Islands include the filing of the plan of merger and other related documents required by the Cayman Companies Act (including, amongst other things, written director’s declarations of each constituent company in respect of the company’s solvency, that the merger is bona fide and not intended to defraud unsecured creditors, and there is no outstanding petition for winding up, etc.) with the Registrar of Companies. Upon payment of the applicable fee and, if the Registrar of Companies is satisfied that the requirements of the Companies Act relating to the merger have been met, the Registrar of Companies will register the plan of merger and any amendment to the memorandum or articles of association of the surviving company, issue a certificate of merger within 24 to 48 hours, on an express filing basis, or, around five working days on a normal filing basis; and strike-off each constituent company other than the surviving company once the merger becomes effective. The merger is effective on either: (a) the date the plan of merger is registered by the Registrar of Companies (the “Registration Date”); or (b) such date or the occurrence of an event subsequent to the Registration Date as specified in the plan of merger (which must not be more than 90 days after the Registration Date). The closing of the transactions contemplated by the Business Combination Agreement shall have no effect until the Plans of Mergers are registered by the Registrar of Companies. As of the date of this proxy statement/prospectus, we have not made such filing and registration with the Registrar of Companies. We will make such filing and registration prior to the closing of each of the Mergers.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Aimei Health will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) United Hydrogen’s existing operations will comprise the ongoing operations of the combined company, (ii) United Hydrogen’s senior management will comprise the Senior Management of the combined company, and (iii) the former owners and management of United Hydrogen will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company.

In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of Pubco issuing shares for the net assets of Aimei Health, accompanied by a recapitalization. The net assets of Aimei Health will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of United Hydrogen.

License and Approvals Required from the PRC Authorities for Business Operations and Transactions

United Hydrogen conducts its business in the PRC primarily through its PRC subsidiaries. United Hydrogen’s operations in the PRC are governed by laws and regulations of the PRC. As of the date of this proxy statement/prospectus, United Hydrogen and its PRC subsidiaries have obtained from the PRC authorities all material permits, licenses, permissions or approvals required to engage in the businesses as currently conducted in the PRC. All such material permits, licenses, permissions or approvals are listed below. See “Risk Factors — Risks Relating to Doing Business in the PRC — Our operations in China face regulatory and licensing risks inherent in the development and operation of hydrogen-powered vehicles and infrastructure.”

United Hydrogen is required to complete certain filing procedures with the CSRC in connection with the consummation of the Business Combination and listing of Pubco Ordinary Shares, and CSRC must have concluded its review and published the filing results on the CSRC’s website, prior to the listing of Pubco Ordinary Shares in accordance with the requirements under the Overseas Listing Trial Measures. On August 12, 2024, United Hydrogen submitted a filing with the CSRC under the Overseas Listing Trial Measures with respect to the Business Combination and the listing of Pubco Ordinary Shares on Nasdaq. 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 draft proxy statement/prospectus, United Hydrogen has submitted all of the supplementary materials required by the CSRC, however, the CSRC has not concluded its review. 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 filing procedures for the Business Combination and the listing of Pubco’s securities 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.

As of the date of this proxy statement/prospectus, United Hydrogen and its subsidiaries have obtained from the relevant PRC authorities all material licenses, permissions, and approvals required under the applicable PRC law to conduct their current business activities in the PRC, and United Hydrogen is not aware of any events that would be reasonably expected to result in the revocation or cancellation of these licenses, permissions and approvals.

If (i) United Hydrogen does not receive or maintain any required approval, or fails to complete any required review or filing, (ii) United Hydrogen erroneously concludes that such approval, review or filing is not required, or (iii) applicable laws, regulations, or interpretations change such that it becomes mandatory for United Hydrogen to obtain any approval, review or filing in the future, United Hydrogen may have to expend significant time and costs to comply with these requirements. If United Hydrogen is unable to do so, on commercially reasonable terms, in a timely manner or otherwise, it may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against it, and other forms of sanctions, and United Hydrogen’s ability to conduct its business, invest into China as foreign investments or accept foreign investments, complete the Transactions, or list on a U.S. or other overseas exchange may be restricted, and its business, reputation, financial condition, and results of operations may be materially and adversely affected. Further, United Hydrogen’s ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and the value of United Hydrogen’s securities may significantly decline. However, United Hydrogen cannot predict whether or when it will be able to obtain such approvals or complete such filings, and even if it obtains such approvals, they could be rescinded. Any failure or delay in obtaining such approvals, complying with such filing requirements related to the offering, or a rescission of such approvals could subject United Hydrogen to sanctions imposed by the CSRC and the CAC or other PRC government authorities. For a more detailed discussion, see “Risk Factors — Risks Relating to Doing Business in the PRC — The approval of the CSRC, the CAC, or other PRC regulatory agencies may be required in connection with the Business Combination under a PRC regulation or any new laws, rules or regulations to be enacted, and if required, United Hydrogen cannot assure you that it will be able to obtain such approval.”

As of the date of this proxy statement/prospectus, Pubco owns no material assets other than the equity interests of first Merger Sub and second Merger Sub and it does not operate any business in the PRC. In addition, as of the date of this proxy statement/prospectus, Aimei Health has no subsidiaries and does not conduct business in the PRC. Therefore, neither Pubco and its subsidiaries nor Aimei Health are required to undergo or obtain any other procedure or permission, including the CSRC and the CAC, in connection with its current business or the Business Combination.

If Pubco, Aimei Health and any subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations thereof change and become subject to the requirement of additional permissions or approvals in the future, there is no assurance that Pubco, Aimei Health and any subsidiaries will be able to obtain such permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our business, financial condition and results of operations may be materially and adversely affected. For more detailed information, see “Risk Factors — Risks Relating to Doing Business in the PRC — Our operations in China face regulatory and licensing risks inherent in the development and operation of hydrogen-powered vehicles and infrastructure.”

Summary of Risk Factors

In evaluating the proposals to be presented at the Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risks are summarized below.

Risks Relating to United Hydrogen’s Business and Industry (for a more detailed discussion, see “Risk Factors — Risks Relating to United Hydrogen’s Business and Industry on page 47 of this proxy statement/prospectus)

Risks Relating to Doing Business in the PRC (for a more detailed discussion, see “Risk Factors — Risks Relating to Doing Business in the PRC” on page 60 of this proxy statement/prospectus)

Risks Relating to Aimei Health and the Business Combination (for a more detailed discussion, see “Risks Relating to Aimei Health and the Business Combination” on page 79 of this proxy statement/prospectus)

Risks Relating to the Financial Projections (for a more detailed discussion, see “Risks Relating to the Financial Projections” on page 100 of this proxy statement/prospectus)

Risks Relating to Pubco’s Business and Operations Following the Business Combination (for a more detailed discussion, see “Risks Relating to Pubco’s Business and Operations Following the Business Combination” on page 102 of this proxy statement/prospectus)

Holding Company Structure

Pubco is a holding company incorporated in the Cayman Islands. United Hydrogen, Pubco’s wholly owned subsidiary post-Business Combination, conducts its operations through its operating subsidiaries in the PRC, including Zhejiang Qingyuan and Yixun Chuangneng, and various subsidiaries thereof. 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. This holding company structure involves unique risks to investors.

As a result of its corporate structure, Pubco’s ability to pay dividends post-Business Combination depends upon receipt of dividends paid by its subsidiaries. If Pubco’s existing subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Pubco.

In connection with the Reorganization, United Hydrogen WFOE paid RMB703,761 (equivalent to $98,867.83 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 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, thedate 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, neither United Hydrogen nor any of its subsidiaries have paid any dividends or distributions to their parent companies or any investor, and there has been no transfer of cash among United Hydrogen and its subsidiaries, other than those described above and transactions in the ordinary course of business among United Hydrogen and its subsidiaries. United Hydrogen has established controls and procedures for cash flows within its organization based on internal cash management policies established by its finance department, which were discussed, considered, and reviewed by the relevant departments in United Hydrogen, and approved by its Chairperson of the Board of Directors. Specifically, its finance department supervises cash management, following the instructions of its management. Its finance department assumes a leading role in establishing the cash operation plan and coordinating cash management matters among United Hydrogen’s subsidiaries and departments. Each subsidiary and department initiate a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to its 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 does not have other cash management policies or procedures that dictate how funds are transferred.

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, including any distribution of dividends or earnings to the shareholders of the Pubco, due to interventions in or the imposition of restrictions and limitations on Pubco’s ability to transfer cash or assets by the PRC government. For example, Pubco’s subsidiaries in the PRC are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of Pubco’s PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends; the PRC subsidiaries are required to complete certain procedural requirements related to foreign exchange control in order to make dividend payments in foreign currencies; A withholding tax, at the rate of 10% or lower, is payable by the PRC subsidiaries on dividends paid to non-resident enterprises; approval from or registration with competent PRC government authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of loans denominated in foreign currencies. Without the fulfillment of these procedures, United Hydrogen and its PRC subsidiaries may not make any distributions to Pubco and/or its shareholders.

In addition, we cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that our current or future PRC subsidiaries will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends out of the PRC.

Foreign Private Issuer

After the consummation of the Business Combination, Pubco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to Pubco on December 31, 2024. For so long as Pubco is a foreign private issuer within the meaning of the rules under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

Pubco will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Pubco is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Business Combination, Pubco shareholders will receive less or different information about Pubco than a shareholder of a U.S. domestic public company would receive. Nonetheless, Pubco intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.

In addition, for as long Pubco remains a foreign private issuer, it is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, among other things, as a matter of Cayman Islands law, Pubco is not required to have: (1) a majority-independent board of directors; (2) a compensation committee consisting of independent directors; (3) a nominating committee consisting of independent directors; or (4) regularly scheduled executive sessions with only independent directors each year. In addition, the Company is not obliged to hold an annual general meeting as an exempted company under the Companies Act. And because we are a foreign private issuer, our audit committee is not necessarily subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies whereby the audit committee shall be made up of such number of independent directors. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that Pubco’s home-country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Upon completion of the Business Combination, Pubco’s board of directors will consist of five directors, including three independent directors. Additionally, Pubco will establish an audit committee (composed of three independent directors), a nomination and corporate governance committee (composed of three directors, two of whom are independent), and a compensation committee (composed of three directors, two of whom are independent). These arrangements are in compliance with Nasdaq Rules. However, Pubco may follow the home-country practice for certain other corporate governance practices in the future, which may differ from the requirements applicable to a U.S. company listed on Nasdaq. In addition, pursuant to the Amended and Restated Memorandum and Articles of Association, Pubco may, but shall not (unless required by the law or the rules and regulations of Nasdaq or the SEC and/or any other competent regulatory authority or otherwise under applicable law) be obliged to, in each year hold a general meeting as an annual general meeting.

Holding Foreign Companies Accountable Act

The HFCA Act, as amended by the Consolidated Appropriations Act, requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if the PCAOB is unable to inspect its auditor for three consecutive years beginning in 2022 or two consecutive years beginning in 2023. Pubco’s auditor is headquartered in Singapore and is subject to PCAOB inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect to 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 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 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.”

Controlled Company

After the completion of the Business Combination, Ms. Xia Ma will control a majority of the voting power of Pubco’s outstanding ordinary shares. 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 or all 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.

According to the Amended and Restated Memorandum and Articles of Association, Class B Ordinary Shares of Pubco carry ten (10) votes per share. Immediately following the closing of the Business Combination, Ms. Ma will control 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 such, she will retain the ability to control the outcome of any matters submitted to a general meeting of the Pubco without needing to hold any Class A Ordinary Shares. As a result, Ms. Ma does not need to hold any Class A Ordinary Shares to maintain control over matters requiring shareholder approval, so long as she retains a majority of the voting power of her Class B Ordinary Shares.

With approximately 93.15% of the aggregate voting power (assuming no redemptions) or 93.53% of the aggregate voting power (assuming maximum contractual redemptions), Ms. Ma has the ability to control matters requiring shareholder approval, including but not limited to, the election of directors, amendments to the memorandum and articles of association, and the approval of significant corporate transactions such as mergers, recapitalization, consolidations, and asset sales. Under Article 2.7 of the Amended and Restated Memorandum and Articles of Association, certain corporate actions, including amendments or mergers, require the approval of a majority of the Class B Ordinary Shares, voting as a separate class. Given her Class B holdings, Ms. Ma is effectively positioned to control these decisions.

Pubco’s capital structure, which grants Class B Ordinary Shares ten (10) votes per share, gives Ms. Ma significant voting power. This structure may have an anti-takeover effect by enabling Ms. Ma to prevent a change in control transaction that Class A shareholders might otherwise consider in their best interest. As a result, the disproportionate voting power of the Class B shares allows Ms. Ma to block such transactions, even if they are supported by a majority of Class A shareholders.

Under Article 2.1 of the Amended and Restated Memorandum and Articles of Association, the board of directors of Pubco (the “Board”) has broad authority to issue shares. However, given Ms. Xia Ma’s substantial control over the Board and her significant voting power through her Class B Ordinary Shares, the likelihood of future issuances of Class B Ordinary Shares that would dilute the rights of Class A shareholders is relatively low. Ms. Ma, by virtue of her control over both the Board and the voting power of Pubco, is well-positioned to prevent any issuances that might dilute Class A shareholders’ interests. Therefore, while the authority to issue shares exists, the potential for further dilution through additional Class B Ordinary Share issuances appears limited under the current governance structure.