Aimei Health Technology (AFJK) risk factors, FY2025 10-K

What changed since the prior 10-K

New

• New

  Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our ordinary shares

  Middle East conflicts, the Ukraine war, sanctions, disrupted shipping routes, and oil and gas volatility could damage markets and share value.

• New

  Our securities may be suspended or delisted from Nasdaq and could trade on the over-the-counter (“OTC”) market, which could materially reduce liquidity and the value of our securities

  Failure to close the United Hydrogen transaction before the May 6, 2026 deadline could suspend or delist the securities from Nasdaq.

• New

  Ongoing uncertainty and delay in obtaining CSRC approval for the proposed Business Combination, together with the limited time remaining to complete an alternative transaction, may prevent us from consummating a business combination before our outside date and could result in our liquidation

  Unresolved CSRC review of United Hydrogen’s filing could delay or block the transaction, leaving limited time before liquidation.

Dropped

• Dropped

  Proposed United Hydrogen Business Combination

  Termination provisions and other risks associated with the proposed United Hydrogen business combination.

• Dropped

  For 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

  Dependence on Trust Account interest income to offset formation and operating costs.

• Dropped

  As 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

  Limited operating cash, Trust Account funds, and approximately $786,610 working capital deficit.

• Dropped

  Going Concern Consideration

  Risk of liquidation and cessation of operations if no business combination closes on time.

• Dropped

  Off-Balance Sheet Financing Arrangements

• Dropped

  Critical Accounting Policies

• Dropped

  In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280)

• Dropped

  Evaluation of Disclosure Controls and Procedures

• Dropped

  Management’s Report on Internal Controls Over Financial Reporting

• Dropped

  (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

• Dropped

  Changes in Internal Control Over Financial Reporting

• Dropped

  Junheng Xie, CEO, Secretary, and Director

• Dropped

  Heung Ming Wong, CFO, and Director

• Dropped

  Lin Bao, Independent Director

• Dropped

  Dr. Julianne Huh, Independent Director

• Dropped

  Robin H. Karlsen, Independent Director

• Dropped

  Executive Officer and Director Compensation

• Dropped

  Member 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

• Dropped

  Guidelines for Selecting Director Nominees

• Dropped

  Code of Conduct and Ethics

• Dropped

  Compensation Recovery and Clawback Policies

• Dropped

  We 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

• Dropped

  Junheng Xie ● Hangzhou Aiwoba Network Technology Co., Ltd. ● Health and Wellness ● CEO

• Dropped

  Sansheng Holdings (Group) Co. Ltd

• Dropped

  Helens International Holdings Company Limited

• Dropped

  Cetus Capital Acquisition Corp

• Dropped

  Limitation on Liability and Indemnification of Officers and Directors

• Dropped

  Executive Officers and Director Compensation

• Dropped

  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

• Dropped

  Karpus Investment Management(8) 1,100,657 18.0 %

• Dropped

  (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

• Dropped

  (5) Based on a Schedule 13G filed on November 14, 2024

• Dropped

  (6) Based on a Schedule 13G filed on November 14, 2024

• Dropped

  (8) Based on a Schedule 13G filed on April 9, 2024

• Dropped

  Promissory Note — Related Party

• Dropped

  Extensions Loan — Related Party

• Dropped

  Administrative Services Arrangement

• Dropped

  The following is a summary of fees paid or to be paid to MaloneBailey, LLP, or MaloneBailey, for services rendered

• Dropped

  All Other Fees

• Dropped

  Item 15. Exhibit and Financial Statement Schedules

• Dropped

  4.5 Description of Securities

• Dropped

  Opinion on the Financial Statements

• Dropped

  LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

• Dropped

  Commitments and contingencies (Note 7) - -

• Dropped

  Loss from operations (1,064,786 ) (28,459 )

• Dropped

  Interest earned in assets held in trust (3,617,001 ) (199,848 )

• Dropped

  Net cash used in operating activities (672,289 ) -

• Dropped

  Net cash used in investing activities (277,700 ) (69,690,000 )

• Dropped

  NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

• Dropped

  Simultaneously 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)

• Dropped

  As 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

• Dropped

  Cash and cash equivalents

• Dropped

  Cash held in trust account

• Dropped

  Ordinary shares subject to possible redemption

• Dropped

  Allocation of net income $ 1,951,062 $ 601,153 $ 53,368 $ 118,021

• Dropped

  Concentration of credit risk

• Dropped

  Fair value of financial instruments

• Dropped

  Level 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

• Dropped

  Description 2024 (Level 1) (Level 2) (Level 3)

• Dropped

  Description 2023 (Level 1) (Level 2) (Level 3)

• Dropped

  In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)

• Dropped

  NOTE 3 – INITIAL PUBLIC OFFERING

• Dropped

  Simultaneously 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)

• Dropped

  Promissory Note – Related Party

• Dropped

  Extensions Loan – Related Party

• Dropped

  The underwriters were entitled to a cash underwriting discount of

• Dropped

  NOTE 8 – SEGMENT INFORMATION

• Dropped

  When 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

• Dropped

  NOTE 9 – SUBSEQUENT EVENTS

• Dropped

  On 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

• Dropped

  On February 6, 2025, the Company entered into the Trust Agreement Amendment with the Trustee

• Dropped

  On 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

Risk factor headings as read

Headings as the filing states them, in filing order.

Other Aimei Health Technology 10-Ks

• FY2024 10-K risk factors

  68 risks

  The company relies heavily on trust account interest to maintain operations while pursuing a business combination with United Hydrogen. Working capital deficit sits at $786,610 against minimal operating cash of $28,208.

  Filed Mar 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.