Aimei Health Technology (AFJK) risk factors, FY2024 10-K

Other

1. 01Proposed United Hydrogen Business Combination
2. 02For the year ended December 31, 2024, we had a net income of $2,552,215, which consisted of interest income earned on investments held in the Trust Account of $3,617,001, offset by formation and operational costs of $1,064,786
3. 03As of December 31, 2024, we had $28,208 in our operating bank account, $73,784,549 in our Trust Account, and working capital deficit of approximately $786,610
4. 04Going Concern Consideration
5. 05Off-Balance Sheet Financing Arrangements
6. 06Critical Accounting Policies
7. 07Recent Accounting Standards
8. 08Evaluation of Disclosure Controls and Procedures
9. 09Management’s Report on Internal Controls Over Financial Reporting
10. 10(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
11. 11Changes in Internal Control Over Financial Reporting
12. 12Junheng Xie, CEO, Secretary, and Director
13. 13Heung Ming Wong, CFO, and Director
14. 14Lin Bao, Independent Director
15. 15Dr. Julianne Huh, Independent Director
16. 16Robin H. Karlsen, Independent Director
17. 17Executive Officer and Director Compensation
18. 18Member of the audit committee is financially literate and our board of directors has determined that Lin Bao qualifies as an “audit committee financial expert” as defined in applicable SEC rules
19. 19Guidelines for Selecting Director Nominees
20. 20Code of Conduct and Ethics
21. 21Compensation Recovery and Clawback Policies
22. 22We have adopted a compensation recovery policy (the “Clawback Policy”) effective as of November 30, 2023 that complies with the Nasdaq’s new clawback rules promulgated under the SEC’s Rule 10D-1
23. 23Junheng Xie ● Hangzhou Aiwoba Network Technology Co., Ltd. ● Health and Wellness ● CEO
24. 24Sansheng Holdings (Group) Co. Ltd
25. 25Helens International Holdings Company Limited
26. 26Cetus Capital Acquisition Corp
27. 27Limitation on Liability and Indemnification of Officers and Directors
28. 28Executive Officers and Director Compensation
29. 29of Certain Beneficial Owners and Management and Related Stockholder Matters
30. 30Karpus Investment Management(8) 1,100,657 18.0 %
31. 31(3) On April 15, 2024, Juan Fernandez Pascual resigned as chief executive officer, secretary, and director of our Company, effective immediately. On April 19, 2024, our board or directors appointed Junheng Xie as our chief executive officer, secretary, and director with effect from April 15, 2024
32. 32Promissory Note — Related Party
33. 33Extensions Loan — Related Party
34. 34Administrative Services Arrangement
35. 35The following is a summary of fees paid or to be paid to MaloneBailey, LLP, or MaloneBailey, for services rendered
36. 36Item 15. Exhibit and Financial Statement Schedules
37. 374.5 Description of Securities
38. 38Opinion on the Financial Statements
39. 39LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
40. 40Commitments and contingencies (Note 7) - -
41. 41Loss from operations (1,064,786 ) (28,459 )
42. 42Interest earned in assets held in trust (3,617,001 ) (199,848 )
43. 43Net cash used in operating activities (672,289 ) -
44. 44Net cash used in investing activities (277,700 ) (69,690,000 )
45. 45NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND
46. 46Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 332,000 units (the “Private Units”) to the Sponsor at a price of $10.00 per Unit, generating total gross proceeds of $3,320,000 (the “Private Placement”). (see Note 4)
47. 47NOTES TO FINANCIAL STATEMENTS
48. 48As of December 31, 2024, the Company had $28,208 in its bank account, $73,784,549 in its Trust Account and working capital deficit of $747,377
49. 49Cash and cash equivalents
50. 50Cash held in trust account
51. 51Ordinary shares subject to possible redemption
52. 52Allocation of net income $ 1,951,062 $ 601,153 $ 53,368 $ 118,021
53. 53Concentration of credit risk
54. 54Fair value of financial instruments
55. 55Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
56. 56Description 2024 (Level 1) (Level 2) (Level 3)
57. 57Description 2023 (Level 1) (Level 2) (Level 3)
58. 58Recent issued accounting standards
59. 59NOTE 3 – INITIAL PUBLIC OFFERING
60. 60Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 332,000 Private Units at a price of $10.00 per Private Unit ($3,320,000 in the aggregate)
61. 61Promissory Note – Related Party
62. 62Extensions Loan – Related Party
63. 63The underwriters purchased 900,000 additional Units to cover over-allotments
64. 64NOTE 8 – SEGMENT INFORMATION
65. 65When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes general and administrative expenses and interest earned on assets held in Trust Account which are included in the accompanying statements of operations
66. 66NOTE 9 – SUBSEQUENT EVENTS
67. 67On January 13, 2025, the Company issued an unsecured promissory note in an amount of $227,700 to the Sponsor and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February 6, 2025
68. 68On February 6, 2025, the Company issued an unsecured promissory note in an amount of $150,000 to the Sponsor and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until March 6, 2025