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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number 001-41880

 Aimei
Health Technology Co., Ltd

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

East 53rd Street, Suite 3001

 New
York, NY 10022

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code:

 86 - 13758131392

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each Class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Shares, par value $0.0001 per share

 AFJK

 The
 Nasdaq Stock Market LLC

 Rights,
 exchangeable into one-fifth of one Ordinary Share

 AFJKR

 The
 Nasdaq Stock Market LLC

 Units,
 each consisting of one Ordinary Share and one Right

 AFJKU

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 On
June 30, 2024, the aggregate market value of the registrant's ordinary shares held by non-affiliates of the registrant was approximately
$ 71,415,000.

 As
of March 28, 2025, there were 6,121,733 ordinary shares, par value $ 0.0001 per share, issued and outstanding.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 Signatures

 i

 PART
I

 Item
1. Business.

 In
this annual report on Form 10-K (the "Annual Report"), references to the "SPAC," "Aimei Health,"
"Company" and to "we," "us," and "our" refer to Aimei Health Technology Co., Ltd.

 Overview

 We
are a blank check company incorporated on April 27, 2023 as a Cayman Islands exempted company and incorporated for the purpose of effecting
a merger, share exchange, asset acquisition stock purchase, reorganization, or similar business combination with one or more businesses.
We seek to acquire small cap businesses in the biopharmaceutical, medical technology and device industries, as well as in the diagnostic
and other services sector. Our efforts in identifying prospective target businesses will not be limited to a particular geographic region.

 On
December 6, 2023, we consummated our initial public officer ("IPO") of 6,000,000 units (the "IPO Units"). Each
IPO Unit consists of one ordinary share, $0.0001 par value (the "Ordinary Share"), and one right ("Right") to
receive one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination. The IPO Units were sold at an
offering price of $10.00 per IPO Unit, generating gross proceeds of $60,000,000. Pursuant to that certain underwriting agreement, dated
December 1, 2023, we granted Spartan Capital Securities, LLC, the representative of the underwriters, a 45-day option to purchase up
to an additional 900,000 units solely to cover over-allotments, if any (the "Option Units," together with the IPO Units,
the "Public Units"). Each Public Unit consists of one Ordinary Share ("Public Share") and one right to receive
one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination ("Public Right"). Simultaneously
with the consummation of the IPO, the underwriters exercised the over-allotment option in full, generating total proceeds of $9,000,000.

 Simultaneously
with the closing of the IPO on December 6, 2023, we consummated the private placement ("Private Placement") with Aimei Investment
Ltd. (the "Sponsor") of 332,000 units (the "Private Units," and collectively with the Public Units, the "Units"),
generating total proceeds of $3,320,000. The Private Units are identical to the Public Units sold as part of the Public Units in this
offering. Additionally, the Sponsor agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except
in limited circumstances, as described in the registration statement on Form S-1 (File Number 333-272230), as amended (the "IPO
Registration Statement") for our IPO) until the completion of our initial business combination. The Sponsor was granted certain
demand and piggyback registration rights in connection with the purchase of the Private Units.

 On
December 6, 2023, a total of $69,690,000 of the net proceeds from the sale of Units in the IPO and the Private Placement, were placed
in a trust account (the "Trust Account"), located in the U.S. and held as cash items or may be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by us, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the
funds in the Trust Account to our shareholders.

 We
paid a total of $1,380,000 in underwriting discounts (excluding deferred underwriting discount of $690,000) and $550,000 for other costs
and expenses related to the IPO.

 Additionally,
the underwriters are entitled to $690,000, equal to 1.0% of the gross proceeds of this offering, payable to the underwriters as deferred
underwriting discounts at the closing of our initial business combination from the funds to be placed in the Trust Account. Such funds
will be released to the underwriters only upon consummation of an initial business combination, as described in the IPO Registration
Statement. If the business combination is not consummated, such deferred discounts will be forfeited by the underwriters. The underwriters
will not be entitled to any interest accrued on the deferred underwriting discount.

 We
currently have till April 6, 2025 to consummate our initial business combination and thereafter, if we require additional time to consummate
our initial business combination, our board of directors may extend the period of time to consummate a business combination up to 12
times, each by an additional one-month period (for a total of up to 24 months to complete a business combination), subject to the authorization
by our board of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates or designees as
described elsewhere in this Annual Report. In the event we are unable to consummate a business combination within the allotted time period,
we will cease operations and liquidate the Trust Account and distribute the funds included therein to the holders of our securities sold
in the IPO and dissolve.

 Proposed
Business Combination with United Hydrogen

 On
June 19, 2024, we entered into a definitive business combination agreement (the "Business Combination Agreement") for a business
combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands ("United
Hydrogen"), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands ("Pubco"),
(iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of Pubco (the "First Merger Sub"); (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with
limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the "Second Merger Sub");
and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions
contemplated by the Business Combination Agreement (the "Closing"), the representative for our Company and our shareholders.

 The
Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission (the "SEC") on June 20, 2024. Other than as specifically discussed, this Annual Report does not assume
the closing of the proposed business combination with United Hydrogen or the transactions contemplated by the Business Combination Agreement.
The following description of the Business Combination Agreement and related agreements do not purport to be complete and is qualified
in its entirety by reference to the full text of the corresponding agreements, the forms of which are filed with our Current Report on
Form 8-K on June 20, 2024 as Exhibit 2.1 and Exhibits 10.1 through 10.5 and the terms of which are incorporated by reference herein.

 Business
Combination Agreement

 Pursuant
to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) the First Merger Sub will merge with
and into United Hydrogen (the "First Merger"), whereby the separate existence of the First Merger Sub will cease, and United
Hydrogen will be the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco; and (ii) following confirmation
of the effective filing of the First Merger, and as part of the same overall transaction as the First Merger, the Second Merger Sub will
merge with and into our Company (the "Second Merger," and together with the First Merger, the "Mergers"), whereby
the separate existence of the Second Merger Sub will cease, and we will be the surviving corporation of the Second Merger as a wholly-owned
subsidiary of Pubco.

 As
a result of the Mergers, among other things, (i) all outstanding ordinary shares of United Hydrogen, except for the United Hydrogen Specially
Designated Ordinary Shares (as defined in the Business Combination Agreement) and the United Hydrogen Dissenting Shares (as defined in
the Business Combination Agreement), will be cancelled and converted into the right to receive such number of Pubco Class A Ordinary
Shares (as defined in the Business Combination Agreement) as determined in accordance with the exchange ratio provided for in the Business
Combination Agreement (the "Exchange Ratio"), (ii) all United Hydrogen Specially Designated Ordinary Shares will be canceled
and converted into the right to receive the number of Pubco Class B Ordinary Shares (as defined in the Business Combination Agreement)
as determined in accordance with the Exchange Ratio, (iii) each convertible note of United Hydrogen that is issued and outstanding immediately
prior to effective time of the First Merger, 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) each issued and outstanding Unit of our Company shall be automatically detached and the holder thereof will
be deemed to hold one Ordinary Share and one Right, (v) each Ordinary Share shall be cancelled and converted automatically into the right
to receive one Pubco Class A Ordinary Share, and (vi) every five issued and outstanding Rights shall be cancelled and automatically converted
into one Pubco Class A Ordinary Share. The Mergers, together with the other transactions contemplated by the Business Combination Agreement
and the other agreements contemplated thereby may be referred to in this Annual Report as the "Transactions."

 The
proposed business combination with United Hydrogen (the "Business Combination") has been unanimously approved by the boards
of directors of our Company and United Hydrogen.

 Conditions
to Closing

 The
consummation of the Business Combination is conditioned upon, among other things: (i) the approval of the Business Combination Agreement
and the Transactions and related matters by the requisite vote of our shareholders; (ii) the approval of the Transactions by the requisite
vote of United Hydrogen's shareholders; (iii) obtaining material regulatory approvals; (iv) the expiration or termination 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) we 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 (as defined in the Business Combination Agreement) 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 a registration statement on Form F-4 (as amended or supplemented from time to time, the "Registration Statement") in connection
with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the Pubco securities to be issued
under the Business Combination Agreement; (ix) appointment of the post-closing directors of Pubco; (x) satisfaction of Nasdaq listing
requirements for Pubco's ordinary shares; (xi) United Hydrogen and we 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,
United Hydrogen's receipt of all necessary approvals from the China Securities Regulatory Commission (the "CSRC").

 In
addition, the obligations of United Hydrogen, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the Business Combination
are also conditioned upon, among other things: (i) the representations and warranties of our Company being true and correct on and as
of the Closing (subject to certain materiality standards set forth in the Business Combination Agreement); (ii) we having performed in
all material respects our obligations and complied in all material respects with our covenants and agreements under the Business Combination
Agreement required to be performed or complied with by us on or prior the date of the Closing; (iii) the absence of any Material Adverse
Effect (as defined in the Business Combination Agreement) with respect to us since the date of the Business Combination Agreement which
is continuing and uncured; (iv) the paid-off of all Expenses (as defined in the Business Combination Agreement) incurred by us and unpaid
fees in connection with IPO (other than the deferred underwriting commission) and all Sponsor Loan (as defined in the Business Combination
Agreement) on or prior to the Closing; (v) receipt by United Hydrogen and Pubco of the Founder Amended and Restated Registration Rights
Agreement (as defined in the Business Combination Agreement); (vi) receipt by each of the Sellers of the Seller Registration Rights Agreement
(as defined in the Business Combination Agreement) duly executed by Pubco; (vii) we having delivered copies of the written resignations
of all our directors and officers prior to the Second Merger, effective as of the Closing; and (viii) receipt of certain customary certificates
and other closing deliveries as specified under the Business Combination Agreement.

 Further,
our obligation to consummate the Business Combination is also conditioned upon, among other things: (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 (as defined below) with respect to the Target Companies (as defined
in the Business Combination Agreement) since the date of the Business Combination Agreement which is continuing and uncured; (iv) each
Employment Agreement (as defined in the Business Combination Agreement) and each Seller Lock-Up Agreement (as defined in the Business
Combination 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's ordinary shares equal to five percent (5%) of the aggregate number of Pubco's
ordinary shares issued and outstanding immediately after the Business Combination and shall include a customary evergreen provision;
(vi) receipt by us of the Founder Amended and Restated Registration Rights Agreement (as defined in the Business Combination Agreement),
duly executed by Pubco; (vii) completion of the Reorganization (as defined in the Business Combination Agreement) pursuant to the Reorganization
Documents (as defined in the Business Combination Agreement) by the Completion Date (as defined in the Business Combination Agreement);
(viii) United Hydrogen's timely payments for any Extension (as defined in the Business Combination Agreement) pursuant to the terms
of the Business Combination Agreement; and (ix) receipt of certain customary certificates and other closing deliveries as specified under
the Business Combination Agreement.

 Covenants

 The
Business Combination Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation
of the Business Combination. The covenants under the Business Combination Agreement include, among other things, covenants providing
for the following: (i) United Hydrogen's agreement to (a) operate its business in the ordinary course prior to the Closing (with
certain exceptions) and not to take certain specified actions without our prior written consent, and (b) subject to certain customary
legal and other exceptions, provide us with access to the books, records and financial records of United Hydrogen and its subsidiaries,
and information about the operations and other affairs of United Hydrogen and its subsidiaries; (ii) United Hydrogen acknowledging and
agreeing that it has no claim against the Trust Account established for the benefit of our shareholders; and (iii) our agreement to operate
our business in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without
the prior written consent of United Hydrogen.

 The
Business Combination Agreement also contains additional covenants of the parties, including, among others, (i) a covenant providing for
Pubco, us and United Hydrogen to cooperate in the preparation of the Registration Statement in connection with the Transactions and the
registration of the Pubco Class A Ordinary Shares pursuant to the Business Combination Agreement, including, in the case of United Hydrogen
providing such information and responding in a timely manner to comments relating to the proxy statement, including preparation for inclusion
in the proxy statement of pro forma financial statements in compliance with the requirements of Regulation S-X and the SEC; (ii) requiring
us to establish a record date for, duly call and give notice of, convene and hold an extraordinary general meeting of our shareholders
as promptly as practicable following the date that the Registration Statement is declared effective by the SEC under the Securities Act;
(iii) requiring our board of directors to recommend to our shareholders the adoption and approval of the proposals contemplated by the
Business Combination Agreement; (iv) prohibiting United Hydrogen and us from, among other things, soliciting or negotiating with third
parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative
transactions; (v) each party using its commercially reasonable efforts, and cooperating fully with the other parties, shall take, or
cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Transactions;
(vi) United Hydrogen seeking the approval of its shareholders for the adoption of the Business Combination Agreement and other transaction
documents and the Transactions; and (vii) the parties also taking all necessary actions to cause Pubco's board of directors immediately
after the Closing to consist of a board of five directors, including three members who shall qualify as an independent director under
Nasdaq rules.

 Representations
and Warranties

 In
the Business Combination Agreement, United Hydrogen made certain customary representations and warranties to us, including among others,
related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority and binding
effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a party; (3) capitalization;
(4) subsidiaries and investments; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain
changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes
and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit
plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top vendors; (24) certain business practices;
(25) Investment Company Act; (26) finders and brokers; (27) books and records; (28) takeover statues and charter provisions; (29) powers
of attorney; (30) information supplied; (31) board approval; (32) independent investigation; and (33) exclusivity of representations
and warranties.

 In
the Business Combination Agreement, we made certain customary representations and warranties to United Hydrogen and Pubco, including
among others, related to the following: (1) corporate matters, including due organization, existence, and good standing; (2) authority
and binding effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which it is a
party; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the SEC filings, our financials, and internal controls;
(7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and
employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and
the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent
investigation; (21) the trust account; (22) registration and listing; (23) termination of prior merger agreements; (24) PIPE investment;
and (25) exclusivity of representations and warranties.

 In
the Business Combination Agreement, Pubco, the First Merger Sub, and the Second Merger Sub made customary representations and warranties
to us, including among others, related to the following: (1) organization, incorporation, and good standing; (2) authority and binding
effect relative to execution and delivery of the Business Combination Agreement and Ancillary Documents to which they are parties; (3)
governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of Pubco, the First Merger Sub, and the Second Merger
Sub; (7) actions; (8) finders and brokers; (9) Investment Company Act; (10) intended tax treatment; (11) information supplied; (12) independent
investigation; and (13) exclusivity of representations and warranties.

 The
representations and warranties made in the Business Combination Agreement will not survive the Closing.

 Termination

 The
Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing,
including: (i) by mutual written consent of our Company and United Hydrogen; (ii) by either us or United Hydrogen if any law or governmental
order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise prohibits
the mergers and the other transactions contemplated by the Business Combination Agreement; (iii) by either us or United Hydrogen if any
of the conditions to Closing have not been satisfied or waived by March 31, 2025 or such other date as may be extended pursuant to the
Business Combination Agreement (the "Termination Date"); (iv) by either us or United Hydrogen upon a material breach of any
representations, warranties, covenants or other agreements set forth in the Business Combination Agreement by the other party if such
breach gives rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured within the earlier of 20
days' following the receipt of notice from the non-breaching party and the Termination Date; (v) by either us or United Hydrogen
if our shareholder approval is not obtained at our shareholder meeting; (vi) by us if the United Hydrogen shareholder approval is not
obtained within ten (10) business days after the Registration Statement becomes effective; or (vii) by us, if the Reorganization is not
completed by December 31, 2024.

 Extension
of Deadline to Complete Initial Business Combination

 Our
amended and restated memorandum and articles of association provides that we have 12 months from the closing of our IPO to consummate
our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
12 months, we may, by resolution of our board of directors if requested by the Sponsor, extend the period of time to consummate a business
combination up to 12 times, each by an additional one month, for a total of up to 24 months to complete a business combination, subject
to the sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of our amended and restated
memorandum and articles of association and the trust agreement dated December 1, 2023 entered into between us and Continental Stock Transfer
& Trust Company (the "Trust Agreement"), in order for the time available for us to consummate our initial business combination
to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the Trust Account an monthly extension fee of $227,700 (or $0.033 per Public Share in either case) each month on or prior to the
date of the applicable deadline for each extension. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account
to extend the time for us to complete our initial business combination. Shareholders will not be granted any right to approve or disapprove
any such monthly extension, or redeem their securities in connection with any decision by us to extend the time frame to complete a business
combination from 12 months to up to 24 months.

 Any
such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our
initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds
of the Trust Account released to us. If we do not complete a business combination, we will not repay such loans. Furthermore, the letter
agreement with our initial shareholders—including the Sponsor and our directors and officers as of the closing our IPO (collective,
"Initial Shareholders")—contains a provision pursuant to which our Sponsor has agreed to waive its right to be repaid
for such loans out of the funds held in the Trust Account in the event that we do not complete a business combination. Our Sponsor and
its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination.
You will not be able to vote on or redeem your shares in connection with any such extension.

 On
December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700
(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account in accordance with the terms set forth
in the Trust Agreement, to extend the date by which the Company has to consummate a business combination from December 6, 2024 to February
6, 2025. On February 5, 2024, we held an extraordinary general meeting of shareholders, which approved the proposal by our board of directors
to amend the monthly fee payable by the Sponsor and/or its designee into the Trust Account to extend the date by which we must consummate
our initial business combination, from $0.033 per Public Share (for each monthly extension) to an amount equal to $150,000 for all outstanding
Public Shares (for each monthly extension). On February 6, 2025 and March 6, 2025, the Sponsor and United Hydrogen caused the third and
fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further extend the deadline from February
6, 2024 to April 6, 2025. As of the date of this Annual Report, the deadline for completing of an initial business combination was extended
to April 6, 2025 and the Sponsor currently intends to continue to deposit additional funds as described herein to further extend such
deadline to up to 24 months from the closing of the IPO, to complete the initial business combination. However, there is no guarantee
that the Sponsor or United Hydrogen will make such deposit timely or at all as described above.

 Business
Strategy

 Although
there is no restriction or limitation on what industry our target operates in, it is our intention to pursue prospective targets that
are focused on healthcare innovation. We anticipate targeting what are traditionally known as "small cap" companies domiciled
in North America, Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical
device, and diagnostics space which aligns with our management team's experience in operating health care companies and in drug
and device technology development as well as diagnostic and other services. Our efforts to identify a prospective target business will
not be limited to a particular industry or geographic region. As such, although we are not targeting target companies in China, we may
consider an initial business combination with a target business with its principal business operations in China (including Hong Kong
and Macau). We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

 We
will seek to capitalize on the strength of our management team. Our team consists of experienced professionals and senior operating executives.
Collectively, our officers and directors have decades of experience in financial oversight and operating companies in Asia. We believe
we will benefit from their accomplishments, and specifically their current and recent activities with companies that have a connection
to the Asian market, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business
combination.

 We
believe that the members of our management team and board of directors have valuable and applicable experience for sourcing and analyzing
potential acquisition candidates across various industries and on an international basis based upon their professional experience. See
" Item 10. Directors, Executive Officers and Corporate Governance " for details of the background of our directors and
officers.

 Investment
Criteria

 Our
operating experience and industry contacts place us in a position to optimize our chances of identifying high-value targets in these
areas. Our target of small cap healthcare-based companies has been based on the concept of value investing and therefore focused on quality
businesses with specific and time-based catalysts. We will remain opportunistic at considering opportunities throughout the healthcare
space however, our primary focus has been on small cap healthcare companies with one or more of the following characteristics:

 Late-stage
 development or revenue-generating businesses

 High
 growth prospects with a sustainable proprietary position

 Experienced
 management teams with previous successes, especially where we can add critical public company expertise

 Addressable
 conditions that are clinically important and under-diagnosed or treated

 companies or corporate spin-offs

 Domestic
 or International base of business

 The
focus of our management team has been to create shareholder value by leveraging its experience to efficiently guide an emerging healthcare
company towards commercialization. Consistent with our strategy, we have identified the following general criteria and guidelines that
we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating
prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so:

 We
 believe that there are a substantial number of potential target businesses domestically and internationally with appropriate valuations
 that can benefit from a public listing and new capital for growth to support significant revenue and earnings growth or to advance
 clinical programs.

 We
 have been seeking target companies that have significant and underexploited expansion opportunities in a niche sector. This can be
 accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management
 team has significant experience in identifying such targets. Similarly, our management has the expertise to assess the likely synergies
 and a process to help a target integrate acquisitions. Additionally, our management team has extensive experience assisting healthcare
 companies raise money as they navigate the regulatory approval process.

 We
 have been seeking target companies that should offer attractive risk-adjusted equity returns for our shareholders. We aim to acquire
 a target on terms and in a manner that leverages our experience. We have evaluated, and expect to evaluate, a target based on its
 potential to successfully achieve regulatory approval and commercialize its product(s). We have also evaluated, and expect to evaluate,
 financial returns based on (i) risk-adjusted peak sales potential (ii) the potential of pipeline products and the scientific platform
 (iii) the ability to achieve the system cost savings, (iv) the ability to accelerate growth via other options, including through
 the opportunity for follow-on acquisitions and (v) the prospects for creating value through other value creation initiatives. Potential
 upside, for example, from the growth in the target business' earnings or an improved capital structure will be weighed against
 any identified downside risks.

 We
 aim to invest in businesses that have a track record of success. We look for companies with shareholder-friendly governance and low
 leverage, which are valued at what we think are low prices relative to their earnings potential and where we see attractive return
 potential over the long run. We believe this investment approach constitutes our competitive advantage and can potentially offer
 both meaningful upside potential and a degree of downside protection in periods of financial market turbulence.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant.

 Sources
of Target Businesses

 We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or
mailings that will not commence until after the completion of the IPO. These sources may also introduce us to target businesses they
think we may be interested in on an unsolicited basis, since many of these sources will have read this report and know what types of
businesses we are targeting.

 Our
officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that they
become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as
attending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms or other individuals
that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which
event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based
on the terms of the transaction. In no event, however, will any of our existing officers, directors or Initial Shareholders, or any entity
with which they are affiliated, be paid any finder's fee, consulting fee or other compensation prior to, or for any services they
render in order to effectuate, the consummation of a business combination (regardless of the type of transaction). Some of our officers
and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination.
The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business
combination candidate.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders, officers
or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Initial Shareholders,
officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or
shareholders) from a financial point of view.

 Initial
Business Combination

 We
currently have until April 6, 2025 (or up to 24 months from the closing of the IPO if we extend the period of time to consummate a business
combination by the full amount of time, as described in more detail in this report) to consummate our initial business combination. If
we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible
but not more than five business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account
and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board
of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. In such event, the rights will be worthless.

 Nasdaq
rules provide that our initial business combination must be with one or more target businesses that together have a fair market value
equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions with respect to the satisfaction of such criteria. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value
test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate
value of all of the target businesses. If our securities are not listed on Nasdaq after the IPO, we would not be required to satisfy
the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaq at the time of
our initial business combination.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,
our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of
a target. In this case, we would acquire a 100% controlling interest in the target.

 However,
as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination
could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders, officers
or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Initial Shareholders,
officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
or another independent firm that commonly renders valuation opinions that our initial business combination is fair to our company (or
shareholders) from a financial point of view.

 Members
of our management team and our independent directors and their affiliates will directly or indirectly own our Ordinary Shares following
the IPO, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers
and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity,
including other blank check companies similar to our company, pursuant to which such officer or director may be required to present a
business combination opportunity to such entity. Specifically, our executive officers are affiliated with our Sponsor and other entities
that make, or are looking to make, investments in companies. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he or she has fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it
to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our
executive officers will materially affect our ability to complete our business combination. For additional information regarding our
executive officers' and directors' business affiliations and potential conflicts of interest, see " Directors, Executive
Officers and Corporate Governance. " Our amended and restated memorandum and articles of association provides that, subject
to fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any director or officer
unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and
such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 Our
Sponsor

 Our
Sponsor is Aimei Investment Ltd, a Cayman Islands exempted company whose ultimate beneficial owner is Ms. Huang Han. Ms. Han is a resident
of the PRC. The Sponsor has no business operations and only serves as a vehicle that holds equity interests in our Company. As of the
date of this Annual Report, we do not have any other promoters other than the Sponsor and its affiliate.

 The
Sponsor holds an aggregate of 1,905,000 Ordinary Shares as of the date of this Annual Report. The Sponsor has invested an aggregate of
$3,345,000 in our Company, comprised of (i) $25,000 for 1,725,000 founder shares (approximately $0.014 per share), which were issued
to the Sponsor prior to our IPO (the "Founder Shares"), of which 152,000 Founder Shares were transferred to the then-officers
and directors of our Company on May 25, 2023, and (ii) $3,320,000 for 332,000 Private Units.

 Status
as a Public Company

 We
believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed
company, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesses
will favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial
public offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than
a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and
the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always
subject to the underwriters' ability to complete the offering, as well as general market conditions that could prevent the offering
from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management
incentives that are better aligned with shareholders' interests than it would as a private company. A target business can offer
further benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting talented management
staffs.

 Effecting
Our Initial Business Combination

 We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO. We intend
to effectuate our initial business combination using cash from the proceeds of the IPO and the Private Placement of the Private Units,
new debt, or a combination of these, as the consideration to be paid in our initial business combination. We may seek to consummate our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,
which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate
our initial business combination with another blank check company or a similar company with nominal operations.

 If
our initial business combination is paid for using shares or debt securities, or not all of the funds released from the Trust Account
are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our Ordinary
Shares, we may apply the cash released to us from the Trust Account that is not applied to the purchase price for general corporate purposes,
including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness
incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of our
initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than
using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing
only simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assets
other than the Trust Account assets, our tender offer documents or proxy materials disclosing the business combination would disclose
the terms of the financing and, only if required by law or the rules of Nasdaq, we would seek shareholder approval of such financing.
There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.
At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds
through the sale of securities or otherwise.

 Selection
of a Target Business and Structuring of a Business Combination

 Subject
to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair
market value of at least 80% of the value of the Trust Account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of the agreement to enter into such initial business combination, our management has virtually unrestricted flexibility
in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business
combination with another blank check company or a similar company with nominal operations. In any case, we will only consummate an initial
business combination in which we become the majority shareholder of the target or are otherwise not required to register as an investment
company under the Investment Company Act. There is no basis for investors in the IPO to evaluate the possible merits or risks of any
target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business
combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected
by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we may not properly ascertain or assess all significant risk factors.

 In
evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although
we have no current intention to engage any such third parties.

 The
time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available
to otherwise complete a business combination.

 Lack
of Business Diversification

 For
an indefinite period of time after the consummation of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack
of diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
 particular industry in which we operate after our initial business combination, and

 Cause
 us to depend on the marketing and sale of a single product or a limited number of products or services.

 Limited
Ability to Evaluate the Target's Management Team

 Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business' management may not prove to be correct. The future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. Consequently, members
of our management team may not become a part of the target's management team, and the future management may not have the necessary
skills, qualifications or abilities to manage a public company. Further, it is also not certain whether one or more of our directors
will remain associated in some capacity with us following our initial business combination. Moreover, members of our management team
may not have significant experience or knowledge relating to the operations of the particular target business. Our key personnel may
not remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination.

 Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.

 Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

 In
connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at
a general meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for
or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount on deposit in the
Trust Account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender
offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit
in the Trust Account (net of taxes payable), in each case calculated as of two business days prior to the consummation of the business
combination and subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured
so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision
as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Unlike other blank check
companies which require shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and
related redemptions of Public Shares for cash upon consummation of such initial business combination even when a vote is not required
by law, we will have the flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to Rule
13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with
the SEC which will contain substantially the same financial and other information about the initial business combination as is required
under the SEC's proxy rules. If we seek shareholder approval of our initial business combination, we will consummate our initial
business combination only if we obtain an affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company.

 If
we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition
or requires us to have a minimum amount of funds available from the Trust Account upon consummation of such initial business combination,
we may be forced to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not
be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable
time period, if at all. Public shareholders may therefore have to wait 12 months from the closing of the IPO (or up to 24 months from
the closing of the IPO if we extend the period of time to consummate a business combination by the full amount of time, as described
in more detail in this report) in order to be able to receive a pro rata share of the trust account.

 Our
Initial Shareholders and our officers and directors have agreed (1) to vote any Ordinary Shares owned by them in favor of any proposed
business combination, (2) not to redeem any Ordinary Shares in connection with a shareholder vote to approve a proposed initial business
combination and (3) not sell any Ordinary Shares in any tender in connection with a proposed initial business combination.

 None
of our officers, directors, Initial Shareholders or their affiliates has indicated any intention to purchase Units or Ordinary Shares
from persons in the open market or in private transactions. However, if we hold a general meeting to approve a proposed business combination
and a significant number of shareholders vote, or indicate an intention to vote, against such proposed business combination or to redeem
their shares, our officers, directors, Initial Shareholders or their affiliates could make such purchases in the open market or in private
transactions in order to increase the likelihood of satisfying the necessary closing conditions to such transaction. Notwithstanding
the foregoing, our officers, directors, Initial Shareholders and their affiliates will not make purchases of Ordinary Shares if the purchases
would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company's
stock, shares or other equity securities.

 Redemption
Rights for Public Shareholders Upon Consummation of Our Initial Business Combination

 We
will provide our public shareholders with the opportunity to redeem all or a portion their shares upon the consummation of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (net of taxes payable), divided by the number of the then issued and outstanding Public Shares, subject to the limitations described
herein. The amount in the Trust Account is initially anticipated to be $10.10 per share. The per-share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our Initial
Shareholders have agreed to waive their right to receive liquidating distributions if we fail to consummate our initial business combination
within the requisite time period. However, if our Initial Shareholders or any of our officers, directors or affiliates acquires Public
Shares in or after the IPO, they will be entitled to receive liquidating distributions with respect to such Public Shares if we fail
to consummate our initial business combination within the required time period.

 Manner
of Conducting Redemptions

 At
any general meeting called to approve an initial business combination, public shareholders may seek to redeem their shares, regardless
of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate
amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, less
any taxes then due but not yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their Ordinary
Shares to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of
the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

 Notwithstanding
the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a
"group" (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect
to 20% or more of the shares sold in the IPO. Such a public shareholder would still be entitled to vote against a proposed business combination
with respect to all shares owned by him or his affiliates. We believe this restriction will prevent shareholders from accumulating large
blocks of shares before the vote held to approve a proposed business combination and attempt to use the redemption right as a means to
force us or our management to purchase their shares at a significant premium to the then current market price. By limiting a shareholder's
ability to redeem no more than 20% of the shares sold in the IPO, we believe we have limited the ability of a small group of shareholders
to unreasonably attempt to block a transaction that is favored by our other public shareholders.

 Our
Initial Shareholders, officers and directors will not have redemption rights with respect to any Ordinary Shares owned by them, directly
or indirectly, whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

 We
may require public shareholders, whether they are a record holder or hold their shares in "street name," to either (i) tender
their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository
Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, in each case prior to a date set forth
in the proxy materials sent in connection with the proposal to approve the business combination.

 There
is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether
or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to deliver their shares prior to a specified date. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking
to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposed
business combination is not consummated this may result in an increased cost to shareholders.

 Any
proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicate
whether we require shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would have from the
time the shareholder received our proxy statement up until the vote on the proposal to approve the business combination to deliver his
shares if he wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction.
However, as the delivery process can be accomplished by the shareholder, whether or not he is a record holder or his shares are held
in "street name," in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his
shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this
fact. Please see those factors described under the heading " Risk Factors " in our filings from time to time with the
SEC.

 Any
request to redeem such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration
of the tender offer. Furthermore, if a holder of Public Shares delivered his certificate in connection with an election of their redemption
and subsequently decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent
return the certificate (physically or electronically).

 If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account as of two business
days prior to the consummation of the initial business combination. In such case, we will promptly return any shares delivered by public
holders.

 Permitted
Purchases of Our Securities by Our Affiliates

 If
we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our Initial Shareholders, directors, officers or their affiliates may purchase shares in privately
negotiated transactions or in the open market either prior to or following the consummation of our initial business combination. Such
a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders,
directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their
shares. Although very unlikely, our Initial Shareholders, officers, directors and their affiliates could purchase sufficient shares so
that the initial business combination may be approved without the majority vote of Public Shares held by non-affiliates.

 The
purpose of such purchases would be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise
not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible. Further,
any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject
to such reporting requirements.

 In
addition, if such purchases are made, the public "float" of our Ordinary Shares and the number of beneficial holders of our
securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on
a national securities exchange.

 We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers: (a) would purchase the Public Shares
at a price no higher than the price offered through our redemption process; (b) would represent in writing that such Public Shares will
not be voted in favor of approving the business combination; and (c) would waive in writing any redemption rights with respect to the
Public Shares so purchased.

 To
the extent any such purchases by our Initial Shareholders or any of their respective affiliates are made in situations in which the tender
offer rules' restrictions on purchases apply, we will disclose such sales, in a Current Report on Form 8-K prior to the security
holder meeting to approve the business combination transaction.

 Redemption
of Public Shares and Liquidation If No Initial Business Combination

 We
have a period of 12 months from the closing of our IPO to consummate our initial business combination and thereafter, if we require additional
time to consummate our initial business combination, our board of directors may extend the period of time to consummate a business combination
up to 12 times, each by an additional one-month period (for a total of up to 24 months to complete a business combination), subject to
the authorization by our board of directors and the deposit of additional funds into the Trust Account by the Sponsor or its affiliates
or designees as described elsewhere in this Annual Report. If we are unable to consummate our initial business combination within the
allotted time period, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate
amount then on deposit in the Trust Account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro
rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. This
redemption of public shareholders from the Trust Account shall be effected as required by function of our amended and restated memorandum
and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act.

 Our
Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial
business combination within the applicable period from the closing of the IPO. However, if our Initial Shareholders, or any of our officers,
directors or affiliates acquire Public Shares in or after the IPO, they will be entitled to redemption rights with respect to such Public
Shares if we fail to consummate our initial business combination within the required time period. There will be no redemption rights
or liquidating distributions with respect to our Rights, which will expire worthless in the event we do not consummate our initial business
combination within the allotted time period.

 If
we were to expend all of the net proceeds of the IPO, other than the proceeds deposited in the Trust Account, and without taking into
account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution
would be approximately $10.10. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. The proceeds deposited in the Trust Account could, however,
become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. The actual
per-share redemption amount received by shareholders may be less than $10.10, plus interest (net of any taxes payable, and less up to
$50,000 of interest to pay liquidation expenses).

 Although
we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders, there is no guarantee (i) that they will execute such agreements, or (ii) even if they execute such agreements,
that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in
order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party
refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis
of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management
believes that such third party's engagement would be significantly more beneficial to us than any alternative. Making such a request
of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses
refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. Our independent registered
public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account, nor will the
underwriters of the IPO.

 Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect
the amounts held in the trust account, our Sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed
to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.
However, our Sponsor may not be able to satisfy those obligations. Other than as described above, none of our officers or directors will
indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. We have
not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations. We therefore believe it is
unlikely our Sponsor would be able to satisfy its indemnity obligations if it was required to do so. However, we believe the likelihood
of our Sponsor having to indemnify the Trust Account is limited because we will endeavor to have all vendors and prospective target businesses
as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in
the Trust Account.

 In
the event that the proceeds in the Trust Account are reduced below $10.10 per share and our Sponsor asserts that it is unable to satisfy
any applicable obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action to enforce such indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf to enforce such indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. Accordingly, due to claims of creditors, the
actual value of the per-share redemption price may be less than $10.10 per share.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any
bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.10 per share to our public
shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed
against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a "preferential transfer", a "fraudulent conveyance", a "fraud
in anticipation of winding up", a "transaction in fraud of creditors" or a "misconduct in the course of winding
up". As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby
exposing itself and our company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 Our
public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of a redemption of the Public Shares
prior to any winding up in the event we do not consummate our initial business combination within the allotted time period, (ii) if they
redeem their shares in connection with an initial business combination that we consummate or (iii) if they redeem their shares in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption rights or to redeem 100% of our Public Shares if we do not complete our initial business combination
within the allotted time period or (B) with respect to any other provision relating to shareholders' rights or pre-business combination
activity. In the event we seek shareholder approval in connection with our initial business combination, a shareholder's voting
in connection with the business combination alone will not result in a shareholder's redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups, venture capital
funds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and
have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the
value of the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the agreement
to enter into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption
rights and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors
may place us at a competitive disadvantage in successfully negotiating our initial business combination.

 Employees

 We
currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but
they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior
to the consummation of our initial business combination.

 For
additional discussion of the general development of our business, see our final prospectus on Form 424B4 filed with the SEC on December
5, 2023.

 Item
1A. Risk Factors.

 As
a smaller reporting company, we are not required to provide the information required by this item.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 We
are a blank check company with no business operations. Since the IPO, our sole business activity has been identifying and evaluating
suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted
any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We depend on the digital technologies
of third parties, and any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that
we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and
sensitive or confidential data and could have a material adverse effect on our business, financial condition or reputation. Because of
our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against
cybersecurity threats, and we have no personnel or processes of our own for this purpose. As an early-stage company without significant
investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources
to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these
occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

 Our
board of directors is generally responsible for the oversight of risks from cybersecurity threats, if there is any. Our management will
promptly report to the board of directors on incidents of material cybersecurity risks facing us and any third parties and the measures
that may be taken to mitigate such risks. As of the date of this Annual Report, we have not encountered any cybersecurity incidents that
have materially affected, or that we believe are reasonably likely to materially affect, us, including our business strategy, results
of operations or financial condition. We do, however, face risks from cybersecurity threats.

 Item
2. Properties.

 Our
executive offices are located at 10 East 53rd Street, Suite 3001, New York, NY 10022, and our telephone number is 86-13758131392.

 The
Sponsor has agreed, commencing from the date that our securities were first listed on the Nasdaq Global Market ("Nasdaq"),
through the earlier of our consummation of an initial business combination and our liquidation, to make available to us certain general
and administrative services, including office space, utilities, and administrative services, as we may require from time to time. We
have agreed to pay to the Sponsor, $10,000 per month, for up to 12 months, subject to extension to up to 24 months, for such administrative
services. As of December 31, 2024, the unpaid balance was $120,000, which was included in amount due to related party balance.

 We
consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our
current operations.

 Item
3. Legal Proceedings.

 We
may be subject to legal proceedings, investigations, and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim that has a more than remote possibility of having a material adverse effect on our business, financial condition,
or results of operations.

 Item 4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
units began to trade on Nasdaq under the symbol "AFJKU" on December 4, 2023. Our ordinary shares and rights comprising the
units began separate trading on January 22, 2024, under the symbols "AFJK" and "AFJKR," respectively.

 Holders
of Record

 As
of March 28, 2025 there were 6,121,733 ordinary shares issued and outstanding held by approximately 10 shareholders of record, and there
were 1,905,000 ordinary shares issued and outstanding held by the Sponsor. The number of record holders was determined from the records
of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various
security brokers, dealers, and registered clearing agencies.

 Dividend
Policy

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an
initial business combination. The payment of cash dividends in the future will be dependent upon our revenue and earnings, if any, capital
requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent
to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate
declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate
declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 There
were no unregistered securities to report which have not been previously included in an annual report on Form 10-K, a quarterly report
on Form 10-Q or a current report on Form 8-K.

 Use
of Proceeds

 Of
the proceeds we received from the IPO and the exercise of over-allotment option by underwriters as well as the sale of the private placement
units, a total of $69,690,000, including $690,000 of deferred underwriting commissions and after deducting of the other underwriting
commissions and expenses for the IPO, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee.

 There
has been no material change in the planned use of proceeds from such use as described in our prospectus filed with the SEC on December
5, 2023 pursuant to Rule 424b(4).

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. [Reserved].

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
financial statements and the notes related thereto which are included in " Item 8. Financial Statements and Supplementary Data "
of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under " Special Note Regarding Forward-Looking Statements," " Item 1A. Risk Factors "
and elsewhere in this Annual Report on Form 10-K.

 Overview

 We
are a blank check company newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with
one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination. Our efforts
to identify a prospective target business will not be limited to a particular industry or geographic region.

 Proposed
United Hydrogen Business Combination

 On
June 19, 2024, Aimei Health entered into the Business Combination Agreement for a business combination with (i) United Hydrogen, (ii)
Pubco, (iii) the First Merger Sub; (iv) the Second Merger Sub; and (v) the Sponsor. The
Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing,
including: (i) by mutual written consent of Aimei Health and United Hydrogen; (ii) by either Aimei Health or United Hydrogen if any law
or governmental order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise
prohibits the mergers and the other transactions contemplated by the Business Combination Agreement; (iii) by either Aimei Health or
United Hydrogen if any of the conditions to Closing have not been satisfied or waived by March 31, 2025; (iv) by either Aimei Health
or United Hydrogen upon a material breach of any representations, warranties, covenants or other agreements set forth in the Business
Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot
or has not been cured within the earlier of 20 days' following the receipt of notice from the non-breaching party and the Termination
Date; (v) by either Aimei Health or United Hydrogen if the Aimei Health shareholder approval is not obtained at its shareholder meeting;
(vi) by Aimei Health if the United Hydrogen shareholder approval is not obtained within ten (10) business days after the Registration
Statement becomes effective; or (vii) by Aimei Health, if the Reorganization (as defined in the Business Combination Agreement) is not
completed by December 31, 2024. The Business Combination Agreement and related agreements are further described in our Current Report
on Form 8-K filed with the SEC on June 20, 2024.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenue to date. Our only activities from inception to December 31, 2024 were
organizational activities, those necessary to prepare for and conduct the IPO, and those required to identify and evaluate a target company
for a business combination. We will not generate any operating revenue until after the completion of our initial business combination,
at the earliest. We have generated and will continue to generate non-operating income in the form of interest income on cash in bank
and investments held in the Trust Account established for the benefit of our public shareholders, from the proceeds derived from the
IPO. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.

 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.

 For
the period from April 27, 2023 (inception) to December 31, 2023, we had a net income of $171,389, which consisted of interest income
earned on investments held in the Trust Account of $199,848, offset by formation and operational costs of $28,459.

 Liquidity
and Capital Resources

 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.

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

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

 Going
Concern Consideration

 In
connection with our assessment of going concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined
that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of
our IPO, the requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial
doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The accompanying financial statements have been prepared in conformity with generally accepted accounting
principles in the United States of America ("U.S. GAAP"), which contemplate the continuation of our Company as a going concern.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.

 Contractual
Obligations

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

 Critical
Accounting Policies

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of December
31, 2024, there were no critical accounting policies or estimates.

 Recent
Accounting Standards

 In
November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses
that are regularly provided to the chief operating officer decision maker ("CODM"), as well as the aggregate amount of other
segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and
position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance
and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic
280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments
in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

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

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
a smaller report company, we are not required to provide
the information required by this item.

 Item
8. Financial Statements and Supplementary Data.

 This
information appears following Item 15 of this Annual Report and is included herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of December
31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
December 31, 2024, our disclosure controls and procedures were not effective.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Controls Over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for
external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures
that:

 (1)

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our company,

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
 and

 (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.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or
procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December
31, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management
determined that we did not maintain effective internal control over financial reporting as of December 31, 2024,
due to the material weakness in our internal controls as a result of inadequate segregation of duties within accounting processes
due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record
keeping.

 This Annual Report does not include an attestation
report by our independent registered public accounting firm, regarding internal control over financial reporting. As a smaller reporting
company, our management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
SEC that permit us to provide only management's report in this Annual Report.

 Changes
in Internal Control Over Financial Reporting

 No
changes occurred in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
Applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth information about our directors and executive officers.

 Name

 Age

 Title

 Chief Executive
 Officer, Secretary, and Director

 Heung Ming Wong

 Chief Financial Officer
 and Director

 Lin Bao

 Independent Director

 Dr. Julianne Huh

 Independent Director

 Robin H. Karlsen

 Independent Director

 Junheng
Xie, CEO, Secretary, and Director

 Junheng
Xie has served as our chief executive officer, secretary, and director since April 2024. Since 2017, Mr. Xie has served as the CEO of
Hangzhou Aiwoba Network Technology Co., Ltd., a health and wellness enterprise integrating medical moxibustion, Internet of Things, artificial
intelligence and shared technology. In his role as CEO, he is responsible for the management of the company, including developing business
plans and policies, overseeing shareholder and director meetings, supervising product development, sales and marketing, reviewing company
financial statements, and executing contracts. Since June 2014, Mr. Xie has also been the founder of Hangzhou Junlin Health Management
Consulting Co., Ltd., a company that offers a health moxibustion service platform with web-based and mobile applications. In his role
as founder, Mr. Xie manages the daily operations of the company, including setting the company's mission and vision, raisings funds,
developing strategies, and recruiting and overseeing management teams. Mr. Xie received his diploma from Zhejiang Vocational College
of Art in Hangzhou, China, in 2008. We believe that Mr. Xie is qualified to serve on our board of directors due to his experience in
managing an operating company as its CEO, as well as his experience in developing business plans and policies, raising capital, and reviewing
company financial statements.

 Heung
Ming Wong, CFO, and Director

 Heung
Ming Wong has served as our Chief Financial Officer and Director since May 2023. Mr. Wong has also served as an independent non-executive
director of six other listed companies, including (i) Nature Wood Group Limited (Nasdaq: NWGL) since September 2023; (ii) E-Home Household
Service Holdings Ltd. (Nasdaq: EJH) since March 2023; (iii) Ostin Technology Group Co., Ltd. (Nasdaq: OST) since April 2022; (iv) Helens
International Holdings Company Limited (HKG: 9869) since August 2021; (v) Baiyu Holdings Inc. (formerly known as TD Holdings, Inc.) (Nasdaq:
BYU) since April 2021; and (vi) Raffles Interior Limited (HKG: 1376) since March 2020. In addition, Mr. Wong served as an independent
non-executive director of Sansheng Holdings (Group) Co. Ltd. (HKG: 2183) from August 2022 to December 2023. From November 2010 to April
2023, Mr. Wong was an independent non-executive director of Shifang Holding Limited (HKG: 1831). From July 2022 to November 2023, Mr.
Wong was the independent non-executive director of REDEX Pte. Ltd. Mr. Wong has over 29 years of experience in finance, accounting, internal
controls, and corporate governance in Singapore, China, and Hong Kong. In the PRC and Hong Kong, Mr. Wong has helped a number of companies
listed in overseas stock exchanges, including those in the United States and Hong Kong. From May 2020 to March 2021, Mr. Wong served
as the chief financial officer of Meten Holding Group Ltd. (Nasdaq: METX). Mr. Wong has also served as chief financial officer and senior
finance executive of various companies, including Frontier Services Group Limited (HKG: 0500) from April 2017 to September 2018, and
Beijing Oriental Yuhong Waterproof Technology Co., Ltd., a leading waterproof materials manufacturer in the PRC and a company listed
on China's Shenzhen Stock Exchange (SHE: 2271) from May 2014 to August 2015. Mr. Wong began his career in an international accounting
firm and moved along in audit fields by taking some senior positions both in internal and external audits including being a senior manager
and a manager in PricewaterhouseCoopers, Beijing office and Deloitte Touche Tohmatsu, Hong Kong, respectively. Mr. Wong graduated from
the City University of Hong Kong in 1993 with a bachelor's degree in Accounting and obtained a master's degree in Electronic
Commerce from the Open University of Hong Kong in 2003. He is a fellow member of the association of Chartered Certified Accountants and
the Hong Kong institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Internal Auditor. We believe
that Mr. Wong is qualified to serve on our board of directors due to his extensive experience as an independent non-executive director
as well as his more than 29 years' experience in finance, accounting, internal control, and corporate governance.

 Lin
Bao, Independent Director

 Lin
Bao has served as one of our independent directors since November 2023. Ms. Bao is a citizen of Canada and a resident of the PRC. Ms.
Bao has over 15 years of experience in accounting and auditing. She has served as the chief financial officer of Jayud Global Logistics
Limited, a China-based end-to-end supply chain solution provider with a focus on providing cross-border logistics services, since October
2022. She has served as an independent director of SunCar Technology Group Inc. since May 2023 and as an independent director of Cetus
Capital Acquisition Corp. since February 2023. From April 2020 to September 2022, she served as the chief financial officer of Eagsen,
Inc., a vehicle communication and entertainment system provider. Before Eagsen, Inc. was established, Ms. Bao served as Chief Financial
Officer of Shanghai Eagsen Intelligent Co., Ltd. from November 2019 to March 2020. From February 2018 to August 2019, Ms. Bao served
as chief financial officer of Jufeel International Group., a biotech company that cultivates, produces, develops, and sells raw aloe
vera and aloe vera based consumer products in China. From October 2015 to January 2018, Ms. Bao worked as an independent consultant to
provide accounting advisory services for China-based companies. Ms. Bao began her career in accounting at Ernst & Young LLP Toronto,
where she served from January 2005 to May 2008 as a senior accountant. Ms. Bao received a bachelor's degree in Accountancy from
Concordia University in 2004, and a bachelor's degree in Japanese from the Beijing Second Foreign Language Institute in 1994. Ms.
Bao is a Certified Public Accountant in the United States, and she is also a Canadian Chartered Professional Accountant and a Hong Kong
Certified Public Accountant. We believe that Ms. Bao is qualified to serve on our board of directors due to her experience as an independent
director for a special purpose acquisition company, her extensive experience as a chief financial officer for several companies, as well
as her more than 15 years' experience in accounting and auditing.

 Dr.
Julianne Huh, Independent Director

 Dr.
Julianne Huh has served as one of our independent directors since November 2023. Dr. Huh is a citizen of Korea and resident of Malaysia.
Since November 2023, Dr. Huh has been serving as an independent director of OneMedNet Corporation (formerly known as Data Knights Acquisition
Corp). From October 2017 to June 2022, Dr. Huh served as the Director of S&I F&B Management Sdn, Bhd based in Kuala Lumpur, Malaysia,
where she managed the overall business, operations and marketing of 2 Ox French Bistro. From June 2016 to August 2017, Dr. Huh served
as the Vice President of The Mall of Korea based in Bangkok, Thailand, where she managed projects for business set-up, construction of
department stores and nine restaurants. Dr. Huh also managed the overall business, operations and marketing while serving as the Vice
President during this time. From November 2013 to June 2016, Dr. Huh served as the director of business development of Juna International
Ltd based in Shanghai, China and Seoul, Korea, where she oversaw China Business Development in the entertainment and music industry.
From August 2006 to June 2016, Dr. Huh founded the Wonderful World of Learning (WWL) and served as its general manager based in Shanghai,
where she managed the overall business and operations of the preschool, curriculum development and teacher training. From October 2011
to May 2014, Dr. Huh served as the managing partner as well as vice president of Pronovias Korea based in Seoul, Korea, where she launched
the wedding dress brand "Pronovias" of the Spain flagship store as the sole franchise for the Korean market. Dr. Huh also
oversaw and managed operations, marketing, PR and bi-annual buying and merchandising. From September 2009 to September 2019, Dr. Huh
founded Only Natural Organic Bath Products based in Shanghai, China, where she was in charge of brand development and sales for charity
purposes. In June 2004, Dr. Huh received her Doctor of Education (Ed. D) degree at the University of Massachusetts in the U.S. In June
1997, Dr. Huh received her Master of Education (M.Ed.) degree from the University of Massachusetts in the U.S. In June 1993, Dr. Huh
completed two semesters of courses at the MBA program at the Yonsei University in Seoul, Korea. In February 1991, Dr. Huh received her
Bachelor of Arts degree in English Language and Literature from Ewha Women's University in Seoul, Korea. We believe that Dr. Huh
is well-qualified to serve as a member of our board of directors due to her experience as an independent director for a special purpose
acquisition company, her extensive experience in global finance, as well as her network of contacts and relationships.

 Robin
H. Karlsen, Independent Director

 Robin
H. Karlsen has served as one of our independent directors since November 2023. Mr. Karlsen is a citizen of Norway and a resident of Singapore.
Since February 2022, Mr. Karlsen has been serving as President of ROHKA Pte. Ltd. Since June 2022, Mr. Karlsen has also been serving
as a partner of AYA Land Development Ltd. His main responsibility in both companies is strategic consultancy for real estate investments
From December 2018 to February 2022, Mr. Karlsen served as the investment director of PIK International, where he oversaw the identification
and investments of real estate assets in Asia. From June 2016 to November 2018, Mr. Karlsen served as business development manager of
CFLD International Pte. Ltd, where he was involved in business development in Asia, Middle East and Africa for industry city development.
In June 2016, Mr. Karlsen received his master's degree in Real Estate Finance and Investment from The University of Hong Kong.
In May 2015, Mr. Karlsen received his bachelor's degree in Urban Studies from University College of London Bartlett School of Planning.
We believe that Mr. Karlsen is well-qualified to serve as a member of our board of directors due to his extensive cross-border business
experience., as well as her network of contacts and relationships.

Independence

 Nasdaq
requires that a majority of our board must be composed of "independent directors," which is defined generally as a person
other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion
of the company's board of directors would interfere with the director's exercise of independent judgment in carrying out
the responsibilities of a director.

 Lin
Bao, Robin H. Karlsen and Julianne Huh are our independent directors. Our independent directors will have regularly scheduled meetings
at which only independent directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained
from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors.

 Executive
Officer and Director Compensation

 No
compensation will be paid to our Initial Shareholders, officers and directors, or any of their respective affiliates, prior to or in
connection with the consummation of our initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our independent directors will review on a quarterly basis all payments that were made to our Initial
Shareholders, officers, directors or our or their affiliates.

 After
the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management,
or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business
to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to
the board of directors for determination, either by a committee constituted solely by independent directors or by a majority of the independent
directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not a party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Committees
of the Board of Directors

 Audit
Committee

 We
have established an audit committee of the board of directors. Lin Bao, Robin H. Karlsen, and Julianne Huh serve as members of our audit
committee. Lin Bao chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three
members of the audit committee all of whom must be independent. Lin Bao, Robin H. Karlsen and Julianne Huh are independent.

 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.

 Responsibilities
of the audit committee include:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm
 and any other independent registered public accounting firm engaged by us;

 pre-approving
 all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public
 accounting firm engaged by us, and establishing pre-approval policies and procedures;

 and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate
 their continued independence;

 setting
 clear hiring policies for employees or former employees of the independent registered public accounting firm;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent registered public accounting firm describing the independent auditor's
 internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer
 review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding
 five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory
 or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
 reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
 standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 The
members of our Compensation Committee are Lin Bao, Robin H. Karlsen, and Julianne Huh. Dr. Julianne Huh chairs the compensation committee.
We have adopted a compensation committee charter, which detail the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation,
 evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the
 remuneration (if any) of our Chief Executive Officer based on such evaluation in executive session at which the Chief Executive Officer
 is not present;

 and approving the compensation of all of our other officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation
committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating
Committee

 Our
nominating committee consists of Lin Bao, Robin H. Karlsen, and Julianne Huh, each of whom is an independent director under Nasdaq's
listing standards. Robin H. Karlsen chairs the nominating committee. The nominating committee is responsible for overseeing the selection
of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,
management, shareholders, investment bankers and others.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

 should
 have demonstrated notable or significant achievements in business, education or public service;

 should
 possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
 a range of skills, diverse perspectives and backgrounds to its deliberations; and

 should
 have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

 The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background, integrity
and professionalism in evaluating a person's candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by shareholders and other persons.

 Code
of Conduct and Ethics

 We
have adopted a code of conduct and ethics applicable to our directors, officers, and employees in accordance with applicable federal
securities laws. We filed a copy of our form of Code of Ethics and our audit committee charter as exhibits to the registration statement
in connection with our IPO. You will be able to review these documents by accessing our public filings at the SEC's web site at
 www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose
any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See " Where You Can
Find Additional Information."

 Compensation
Recovery and Clawback Policies

 Under
the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid
incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct
national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if we are found
to have misstated its financial results.

 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.

 The
Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive
officers as defined in the Rule ("Covered Executives") in the event that we are required to prepare an accounting restatement
due to our material noncompliance with any financial reporting requirement under the securities laws. The recovery of such compensation
applies regardless of whether a Covered Executive engaged in misconduct or otherwise caused or contributed to the requirement of an accounting
restatement. Under the Clawback Policy, our board of directors may recoup from the Covered Executives erroneously awarded incentive compensation
received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting
restatement.

 The
foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Clawback Policy, a copy of which is filed as Exhibit 97.1 to our annual report on Form 10-K for the fiscal year ended December
31, 2023 and is incorporated herein by reference.

 Conflicts
of Interest

 Under
Cayman Islands law, directors and officers owe the following fiduciary duties:

 duty
 to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

 duty
 to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

 directors
 should not improperly fetter the exercise of future discretion;

 duty
 not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
 and

 duty
 to exercise independent judgment.

 In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a
person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill
and experience which that director has.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.

 Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates
a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts
will be resolved in our favor. Furthermore, each of our officers and directors currently has and may in the future have fiduciary obligations
to other businesses, including other blank check companies similar to our company, of which they are now or may in the future be officers
or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe fiduciary obligations,
our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to
us that otherwise may be attractive to us unless the entities to which they owe fiduciary obligations and any successors to such entities
have declined to accept such opportunities.

 In
order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors
has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such
time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,
any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual obligations
he might have.

 Below
is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity/company

 name

 Entity's

 Business/industry

 Affiliation/Position

 (e.g.
CEO/CFO/

 Director/Managing

 Director/Chairman/

 Chairperson)

 Junheng
 Xie

 Hangzhou
 Aiwoba Network Technology Co., Ltd.

 Health
 and Wellness

 CEO

 Hangzhou
 Junlin Health Management Consulting Co., Ltd.

 Health
 and Wellness

 Founder

 Heung
 Ming Wong

 E-Home
 Household Service Holding Ltd.

 Housekeeping
 Services

 Sansheng
 Holdings (Group) Co. Ltd.

 Home
 Builder

 Ostin
 Technology Group Co., Ltd.

 Monitor
 panel manufacturing

 Helens
 International Holdings Company Limited

 Beverage

 TD
 Holdings, Inc.

 Mine
 resources online trading

 Raffles
 Interiors Limited

 Interior
 Decoration

 Julianne
 Huh

 OneMedNet
 Corporation

 Healthcare

 Robin
 H. Karlsen

 ROHKA
 Pte. Ltd.

 AYA
 Land Development Corp.

 Strategic
 Consultancy

 Real
 Estate Developer

 President

 Partner

 Lin
 Bao

 Jayud
 Global Logistics Limited

 Supply
 chain solution provider

 CFO

 Cetus
 Capital Acquisition Corp.

 SPAC

 SunCar
 Technology Group Inc.

 Digitalized
 automotive after-sales

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our Initial Shareholders, officers, or directors unless we have obtained an opinion from an independent investment banking
firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent
directors that the business combination is fair to our company (or shareholders) from a financial point of view. Notwithstanding the
foregoing, our amended and restated memorandum and articles of association provides that, subject to fiduciary duties under Cayman Islands
law, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered
to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue.

 Our
officers and directors, as well as our Initial Shareholders, have agreed, pursuant to the terms of a letter agreement entered into with
us, (i) to vote any Founder Shares and Private Shares held by them in favor of any proposed business combination and (ii) not to redeem
such shares in connection with a shareholder vote to approve a proposed initial business combination or any amendment to our charter
documents prior to the consummation of our initial business combination or sell any shares to us in a tender offer in connection with
a proposed initial business combination.

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association provides for indemnification of our (former and existing) officers and directors ("Indemnified
Persons") to the maximum extent permitted by law against all actions, proceedings, costs, charges, expenses, losses, damages or
liabilities incurred or sustained in or about the conduct of the company's business or affairs or in the execution or discharge
of the Indemnified Person's duties, powers, authorities or discretions. This includes all costs, expenses, losses or liabilities
incurred by the Indemnified Person in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative
proceedings (whether threatened, pending or completed) concerning the company or its affairs in any court or tribunal, whether in the
Cayman Islands or elsewhere. However, no Indemnified Person shall be indemnified in respect of any matter arising out of his own actual
fraud, willful default or willful neglect. We may purchase a policy of directors' and officers' liability insurance that
insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures
us against our obligations to indemnify our officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 Item
11. Executive Compensation.

 Employment
Agreements

 We
have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon
termination of employment.

 Executive
Officers and Director Compensation

 No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including any finder's
fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors
or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our Sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination
will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect
to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with identifying and consummating an initial business combination.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.

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

 The
following table sets forth the number of our ordinary shares beneficially owned, as of March 28, 2025 by (i) each person who is
known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares; (ii) each of our officers
and directors; and (iii) all of our officers and directors as a group. As of March 28, 2025, we had 6,121,733 ordinary shares issued
and outstanding.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to the ordinary
shares beneficially owned by them.

 Name
 and Address of Beneficial Owner (1)

 Number
 of Shares Beneficially Owned (2)

 Percentage of
 Outstanding Shares

 —

 —

 Heung Ming Wong

 42,000

 *

 Lin Bao

 20,000

 *

 Julianne Huh

 20,000

 *

 Robin H. Karlsen

 20,000

 *

 Juan Fernandez Pascual (3)

 50,000

 *

 All officers
 and directors as a group

 152,000

 2.5
 %

 (6 individuals)

 Holders of 5% or more:

 Aimei Investment Ltd (4)

 1,905,000

 31.1
 %

 First Trust Merger Arbitrage
 Fund (5)

 649,911

 10.6
 %

 First Trust Capital Management
 L.P. (6)

 719,796

 11.8
 %

 Wolverine Asset Management,
 LLC (7)

 654,039

 10.7
 %

 Karpus Investment Management (8)

 1,100,657

 18.0
 %

 *

 Less
 than one percent.

 (1)

 Unless
 otherwise indicated, the business address of each of the following entities or individuals is 10 East 53rd Street, Suite 3001, New
 York, NY 10022

 (2)

 Does
 not include beneficial ownership of any shares of common stock underlying outstanding private rights, as such shares are not issuable
 within 60 days of the date of this Annual Report.

 (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.

 (4)

 Represents
 shares held by Aimei Investment Ltd, our Sponsor. Ms. Huang Han, who is the sole shareholder and director of the Sponsor, has voting
 and dispositive power over the shares held of record by our Sponsor. The business address of Aimei Investment Ltd is Ogier Global
 (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, George Town, Cayman Islands.

 (5)

 Based
 on a Schedule 13G filed on November 14, 2024. The schedule was filed jointly by First Trust Merger Arbitrage Fund ("VARBX"),
 First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP
 LLC ("Sub GP"). FTCM is an investment adviser registered with the SEC that provides investment advisory services to,
 among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act
 of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company
 registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware
 limited liability company (collectively, the "Client Accounts"). FTCS is a Delaware limited partnership and control person
 of FTCM. Sub GP is a Delaware limited liability company and control person of FTCM. VARBX is a series of Investment Managers Series
 Trust II, an investment company registered under the Investment Company Act of 1940. As investment adviser to the Client Accounts,
 FTCM has the authority to invest the funds of the Client Accounts in securities (including our ordinary shares) as well as the authority
 to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of the ordinary shares of our Company held
 in the Client Accounts. According to the schedule, Joy Ausili is the Trustee, Vice President and Assistant Secretary of VARBX. The
 principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

 (6)

 Based
 on a Schedule 13G filed on November 14, 2024. The schedule was filed jointly by First Trust Merger Arbitrage Fund ("VARBX"),
 First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP
 LLC ("Sub GP"). FTCM is an investment adviser registered with the SEC that provides investment advisory services to,
 among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act
 of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company
 registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware
 limited liability company. FTCS is a Delaware limited partnership and control person of FTCM. Sub GP is a Delaware limited liability
 company and control person of FTCM. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners
 of the ordinary shares owned by FTCM. According to the schedule, Chad Eisenberg is the chief operating officer of FTCM, FTCS, and
 Sub GP. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.

 (7)

 Based
 on a Schedule 13G filed on October 16, 2024 and a Schedule 13G/A filed on January 31, 2025. The schedule relates to shares owned
 by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine
 Holdings"). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc., the general
 partner of Wolverine Holdings. The address of the principal business office of WAM is 175 West Jackson Boulevard, Suite 340, Chicago,
 IL 60604.

 (8)

 Based
 on a Schedule 13G filed on April 9, 2024. Karpus Investment Management ("Karpus") is controlled by City of London Investment
 Group plc ("CLIG"), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538
 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment
 power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership
 is not required between Karpus and CLIG. The address of the principal business office for Karpus is 183 Sully's Trail, Pittsford,
 New York 14534.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

Shares

 Prior
to the IPO, we issued an aggregate of 50,000 ordinary shares of $1.00 par value each to Han Huang, who is the director of our Sponsor.
On May 11, 2023, Han Huang transferred those ordinary shares to the Sponsor and, on May 15, 2023, the Sponsor resolved to sub-divide
the ordinary shares of $1.00 par value each into ordinary shares of $0.0001 par value each and, as a result, the Sponsor held 500,000,000
ordinary shares of $0.0001 each. On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor,
the repurchase resulting in the Sponsor holding 1,437,500 ordinary shares. On May 25, 2023, 1,437,500 Founder Shares were issued to the
Sponsor pursuant to a securities subscription agreement. Simultaneously, the 1,437,500 ordinary shares previously held by the Sponsor
were repurchased by us. These share transactions have been retroactively adjusted.

 As
of May 8, 2023, $25,000 was included as a subscription receivable. On September 15, 2023, we received $25,000 from the Sponsor in cash.
The Sponsor transferred 152,000 of those ordinary shares among our then-chief executive officer, chief financial officer, and three independent
directors at their original purchase price pursuant to executed securities assignment agreements, effective as of May 25, 2023.

 On
October 20, 2023, we capitalized an amount equal to $28.75 standing to the credit of the share premium account and appropriated such
sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $0.0001 per Founder Share) 287,500
unissued ordinary shares of $0.0001 par value, and allotted such shares credited as fully paid to the Sponsor, resulting in 1,725,000
shares being issued and outstanding. 225,000 shares of such ordinary shares are not subject to forfeiture as the underwriters'
over-allotment was exercised in full.

 Subject
to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell their Founder Shares until six months
after the date of the consummation of our initial business combination or earlier if, subsequent to initial business combination, we
consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having
the right to exchange their ordinary shares for cash, securities or other property.

 Promissory
Note — Related Party

 On
May 1, 2023, the Sponsor issued an unsecured promissory note to us, pursuant to which we may borrow up to an aggregate principal amount
of $750,000, to be used for payment of costs related to the IPO. The note is non-interest bearing and payable on the earlier of (i) December
31, 2023, (ii) the consummation of the IPO, or (iii) the date on which we determine to not proceed with the IPO. As of December 6, 2023,
we had borrowed $210,151 under the promissory note with the Sponsor. This promissory note was fully repaid on December 7, 2023. There
was no balance due as of December 31, 2024.

 Extensions
Loan — Related Party

 On
December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $227,700
(equivalent to $0.033 per Public Share), respectively, to be deposited into the Trust Account, to extend the date by which we have to
consummate a business combination from December 6, 2024 to February 6, 2025. On February 6, 2025 and March 6, 2025, the Sponsor and United
Hydrogen caused the third and fourth monthly extension fee of $150,000, respectively, to be deposited into the Trust Account, to further
extend the deadline from February 6, 2024 to April 6, 2025. The deposit of the first, second, third, and fourth monthly extension fee
is evidenced by an unsecured promissory note (each, a "Monthly Extension Promissory Note"). The first and second Monthly
Extension Promissory Notes are in the principal amount of $227,700 each, shared equally between the Sponsor and United Hydrogen ($113,850
each). The third and fourth Monthly Extension Promissory Notes are in the principal amount of $150,000, also shared equally between the
Sponsor and United Hydrogen ($75,000 each). Each Monthly Extension Promissory Note bears no interest and is payable in full upon the
consummation of the Business Combination. The Sponsor and United Hydrogen have the right, but not the obligation, to convert the Monthly
Extension Promissory Note, in whole or in part, into our private units, at a price of $10.00 per unit, each consisting of one ordinary
share and one right to receive one-fifth (1/5) of one ordinary share of our Company, immediately prior to the consummation of the Business
Combination, by providing us with written notices of their intention to convert the Monthly Extension Promissory Note at least two business
days prior to the closing of the Business Combination. As of December 31, 2024 and 2023, the note payable balance was $227,700 and $0,
respectively.

 Administrative
Services Arrangement

 The
Sponsor has agreed, commencing from the date that our securities were first listed on Nasdaq, through the earlier of our consummation
of an initial business combination and our liquidation, to make available to us certain general and administrative services, including
office space, utilities, and administrative services, as we may require from time to time. We have agreed to pay to the Sponsor, $10,000
per month, for up to 12 months, subject to extension to up to 24 months, for such administrative services. As of December 31, 2024 and
2023, the unpaid balance was $120,000 and $0, respectively, which was included in amount due to related party balance.

 Related
Party Loans

 In
order to finance transaction costs in connection with a business combination, the Sponsor, the affiliates of the Sponsor, or our officers
and directors may, but are not obligated to, make loans from time to time to us to fund certain capital requirements ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a business combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation
of a business combination into additional private units at a price of $10.00 per unit. In the event that a business combination does
not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in
the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2024 and 2023, there were no amounts outstanding
under any Working Capital Loans.

 Due
to Related Company

 As
of December 31, 2024 and 2023, the Company had a total amount due to related company of $289,780 and $0, from a related party, respectively,
for the payment of costs related to general and administrative services, the Initial Public Offering, and administrative services agreement.
The balance of which $50,000 was deposited in the Trust Account as of December 31, 2024 for the January 13, 2025 extension payment. The
balance is unsecured, interest-free and has no fixed terms of repayment.

 Related
Party Policy

 All
ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms
believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from
unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to
ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such
unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with
an unaffiliated third party, we would not engage in such transaction.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders, officers
or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Initial Shareholders,
officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or
shareholders) from a financial point of view.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. For a description of the director independence, see
"— Part III, Item 10 - Directors, Executive Officers and Corporate Governance."

 Item
14. Principal Accounting Fees and Services.

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

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by MaloneBailey in connection with regulatory filings. The aggregate fees billed by MaloneBailey
for professional services rendered for the audit of our annual financial statements, review of the financial information included in
our required filings with the SEC for the year ended December 31, 2024 and for the period from April 27, 2023 (inception) through December
31, 2023 totaled $160,000 and $115,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance
at audit committee meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We
did not pay MaloneBailey for consultations concerning financial accounting and reporting standards for the period for the year ended
December 31, 2024 and for the period from April 27, 2023 (inception) through December 31, 2023.

 Tax
Fees. We did not pay MaloneBailey for tax planning and tax advice for the year ended December 31, 2024 and for the period from April
27, 2023 (inception) through December 31, 2023.

 All
Other Fees. We did not pay MaloneBailey for other services for the year ended December 31, 2024 and for the period from April 27,
2023 (inception) through December 31, 2023.

 Pre-Approval
Policy.

 Our
audit committee was formed in connection with the effectiveness of our registration statement for our IPO. As a result, the audit committee
did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were
approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has
and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and
terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by
the audit committee prior to the completion of the audit).

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules

 (a)

 The
 following documents are filed as part of this Annual Report:

 (1)

 Financial
 Statements

 (2)

 Financial
 Statement Schedules

 None

 (3)

 Exhibits

 We
hereby file as part of this Annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by
reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

 (b)

 Exhibits

 The
following exhibits are filed with this Annual Report. Exhibits which are incorporated herein by reference can be obtained from the SEC's
website at

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated December 1, 2023, by and between the Registrant and Spartan Capital Securities, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 2.1

 Business Combination Agreement dated June 19, 2024 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 3.2

 Form of Director's Certificate certifying the special resolution passed by the Registrant at the Extraordinary General Meeting (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on February 7, 2025)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 4.2

 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 4.3

 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 4.4

 Rights Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 4.5

 Description of Securities

 10.1

 Letter Agreement, dated December 1, 2023, among the Registrant and the Registrant's officers, directors and Initial Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.2

 Investment Management Trust Agreement, dated December 1, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.3

 First Amendment to the Investment Management Trust Agreement, dated February 6, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 7, 2025)

 10.4

 Registration Rights Agreements, dated December 1, 2023, by and between the Registrant and Initial Stockholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.5

 Indemnity Agreements, dated December 1, 2023, by and among the Registrant and the directors and officers of the Registrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.6

 Subscription Agreement, dated December 1, 2023, by and between the Registrant and Aimei Investment Ltd (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.7

 Administrative Service Agreement, dated December 1, 2023, by and between the Registrant and Aimei Investment Ltd (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on December 6, 2023)

 10.8

 Form of Promissory Note issued to Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 10.9

 Form of Seller Shareholder Support Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

 10.10

 Founder Support Agreement, dated June 19, 2024

 10.11

 Form of Seller Lock-Up Agreement (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

 10.12

 Form of Founder Amended and Restated Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on June 20, 2024)

 14.1

 Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 21.1^

 List of Subsidiaries

 24.1

 Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

 31.1

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Registrant on March 25, 2024)

 99.1

 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 99.2

 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 99.3

 Nominating Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed by the Registrant on July 24, 2023)

 101.INS

 101.SCH

 Schema Document.

 101.CAL

 Calculation Linkbase Document.

 101.DEF

 Definition Linkbase Document.

 101.LAB

 Label Linkbase Document.

 101.PRE

 Presentation Linkbase Document.

 Cover Page Interactive

 ^

 Not
 applicable

 *

 In
 accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1
 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange
 Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange
 Act.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Aimei
 Health Technology Co., Ltd

 Date:
 March 28, 2025

 By:

 /s/

 Name:

 Junheng
 Xie

 Title:

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Junheng Xie and Heung Ming Wong,
and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer and Director

 March

 Name:

 (Principal
 Executive Officer)

 /s/
 Heung Ming Wong

 Chief
 Financial Officer and Director

 March

 Name:
 Heung Ming Wong

 (Principal
 Accounting and Financial Officer)

 /s/
 Lin Bao

 March

 Name:
 Lin Bao

 /s/
 Julianne Huh

 March

 Name:
 Julianne Huh

 /s/
 Robin H. Karlsen

 March

 Name:
 Robin H. Karlsen

 AIMEI

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No: 206)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 – F-18

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Aimei Health Technology Co., Ltd.

 Opinion on the Financial Statements

 We have audited the accompanying balance
sheets of Aimei Health Technology Co., Ltd. (the "Company") as of December 31, 2024 and 2023, and the related statements of
operations, changes in shareholders' deficit, and cash flows for the year ended December 31, 2024, and for the period from April
27, 2023 (inception) through December 31, 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and December 31, 203, and the results of its operations and its cash flows for the year ended December 31, 2024, and for the
period from April 27, 2023 (inception) through December 31, 2023, in conformity with accounting principles generally accepted in the United
States of America.

 Going Concern Matter

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's
business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease
all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial
doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
since 2023.

 Houston, Texas

 March 28, 2025

 F- 2

 AIMEI

 BALANCE
SHEETS

 December
 31, 2024

 December
 31, 2023

 ASSETS

 Current assets:

 Cash

 $
 28,208

 $

 Prepaid expenses

 2,176

 -

 Total current assets

 30,384

 Cash held in Trust Account

 73,784,549

 69,889,848

 TOTAL ASSETS

 $
 73,814,933

 $
 70,470,565

 LIABILITIES,
 TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT

 Current liabilities:

 Accrued
 expenses

 $
 299,514

 $
 24,841

 Extension
 loan – related party

 227,700

 -

 Due to a related company

 289,780

 -

 Total current liabilities

 816,994

 24,841

 Deferred underwriter
 fee payable

 690,000

 690,000

 TOTAL LIABILITIES

 1,506,994

 714,841

 Commitments and contingencies (Note 7)

 -

 -

 Ordinary shares, subject
 to possible redemption. 6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.69 and $ 10.13 as of December
 31, 2024 and 2023, respectively

 73,784,549

 69,889,848

 Shareholders' deficit:

 Ordinary shares, $ 0.0001
 par value; 500,000,000 shares authorized; 2,126,000 and 2,126,000 shares issued and outstanding as of December 31, 2024 and 2023,
 respectively (excluding 6,900,000 and 6,900,000 shares subject to possible redemption, respectively)

 Accumulated deficit

 ( 1,476,823
)

 ( 134,337
)

 Total shareholders' deficit

 ( 1,476,610
)

 ( 134,124
)

 TOTAL
 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT

 $
 73,814,933

 $
 70,470,565

 The
accompanying notes are an integral part of these financial statements.

 F- 3

 AIMEI

 STATEMENTS
OF OPERATIONS

 Year
 ended December 31,

 For
 the period from April 27, 2023 (inception) through December 31,

 2024

 2023

 Formation
 and operating costs

 $
 ( 1,064,786
)

 $
 ( 28,459
)

 Loss
 from operations

 ( 1,064,786
)

 ( 28,459
)

 Other
 income:

 Interest
 earned on assets held in trust

 3,617,001

 199,848

 Total
 other income

 3,617,001

 199,848

 NET
 INCOME

 $

 $

 Basic
 and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

 6,900,000

 695,565

 Basic
 and diluted net income per ordinary shares subject to possible redemption

 $
 0.28

 0.08

 Basic
 and diluted weighted average shares outstanding, ordinary shares attributable to not subject to possible redemption

 1,538,205

 Basic
 and diluted net income per share, ordinary shares attributable to not subject to possible redemption

 $
 0.28

 $
 0.08

 The
accompanying notes are an integral part of these financial statements.

 F- 4

 AIMEI

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 No. of shares

 Amount

 capital

 Year
 Ended December 31, 2024

 shares

 Additional
 paid-in

 Accumulated

 Total
 Stockholders'

 No. of shares

 Amount

 capital

 as of December 31, 2023

 $

 $
 -

 $
 ( 134,337
)

 $
 ( 134,124
)

 Extension
 funds attributable to common stock subject to redemption

 -

 -

 -

 ( 277,700
)

 ( 277,700
)

 Remeasurement
 of ordinary shares subject to possible redemption

 -

 -

 -

 ( 3,617,001
)

 ( 3,617,001
)

 Net
 income

 -

 -

 -

 as of December 31, 2024

 $

 $
 -

 $
 ( 1,476,823
)

 $
 ( 1,476,610
)

 No. of shares

 Amount

 capital

 d eficit

 For
 The Period From April 27, 2023 (Inception) to December 31, 2023

 shares

 Additional
 paid-in

 Accumulated

 Total
 Stockholders'

 No. of shares

 Amount

 capital

 d eficit

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Balance – April 27, 2023 (inception)

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Issuance of Founder Shares to Sponsor

 1,725,000

 24,827

 -

 25,000

 Sale
 of public units through public offering

 6,900,000

 68,999,310

 -

 69,000,000

 Sale
 of Private Placement Units

 332,000

 3,319,967

 3,320,000

 Offering
 costs

 -

 -

 ( 2,070,665
)

 ( 2,070,665
)

 Deferred
 underwriting costs

 -

 -

 ( 690,000
)

 -

 ( 690,000
)

 Issuance
 of representative shares

 69,000

 ( 7
)

 -

 -

 shares subject to redemption

 ( 6,900,000
)

 ( 690
)

 ( 69,689,310
)

 -

 ( 69,690,000
)

 Remeasurement
 of ordinary shares subject to possible redemption

 -

 -

 ( 199,848
)

 ( 199,848
)

 Accretion
 of additional paid in capital to accumulated deficit

 -

 -

 ( 105,878
)

 ( 105,878
)

 -

 Net
 income

 -

 -

 -

 – December 31, 2023

 $

 $
 -

 $
 ( 134,337
)

 $
 ( 134,124
)

 $

 $
 -

 $
 ( 134,337
)

 $
 ( 134,124
)

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 AIMEI

 STATEMENTS
OF CASH FLOWS

 For The
 Period from April 27, 2023

 Year
 Ended December 31, 2024

 (inception)
 through December 31, 2023

 Cash flows from operating
 activities:

 Net income

 $

 Adjustments to reconcile net income to net
 cash used in operating activities:

 Interest earned in assets held in trust

 ( 3,617,001
)

 ( 199,848
)

 Change in operating assets and liabilities:

 Formation costs paid by Sponsor under Promissory
 Note – Related Party

 -

 3,618

 Prepaid expenses

 ( 2,176
)

 -

 Due to a related company

 120,000

 -

 Accrued expenses

 274,673

 24,841

 Net cash used in operating
 activities

 ( 672,289
)

 -

 Cash flows from investing
 activities:

 Extension payments deposited in Trust Account

 ( 277,700
)

 -

 Investment of cash in
 Trust Account

 -

 ( 69,690,000
)

 Net cash used in investing
 activities

 ( 277,700
)

 ( 69,690,000
)

 Cash flows from financing
 activities:

 Proceeds from issuance of ordinary shares to
 Sponsor

 -

 25,000

 Proceeds from sale of units through public
 offering

 -

 69,000,000

 Proceeds from sale of private placement units

 -

 3,320,000

 Proceeds from promissory note – related
 party

 -

 206,533

 Proceeds from extension promissory note –
 related party

 277,700

 -

 Advance from related party

 119,780

 -

 Payment of offering costs

 -

 ( 2,070,665
)

 Repayment of promissory
 note – related party

 -

 ( 210,151
)

 Net cash provided by financing
 activities

 397,480

 70,270,717

 NET CHANGE IN CASH

 ( 552,509
)

 CASH, BEGINNING OF PERIOD

 -

 CASH, END OF PERIOD

 $
 28,208

 Non-cash investing and financing
 activities

 Deferred underwriting
 fee payable

 $
 -

 $
 690,000

 Initial classification
 of shares subject to redemption

 $
 -

 $
 69,690,000

 Remeasurement of ordinary
 stock subject to possible redemption

 $
 3,617,001

 $
 199,848

 Extension funds attributable
 to common stock subject to redemption

 $
 277,700

 $
 -

 Issuance of representative shares

 $
 -

 $

 Accretion of additional
 paid-in capital to accumulated deficit

 $
 -

 $
 105,878

 The
accompanying notes are an integral part of these financial statements.

 F- 6

 AIMEI

 NOTES

 NOTE
1 - ORGANIZATION AND BUSINESS BACKGROUND

 Aimei
Health Technology Co., Ltd. (the "Company") is a blank check company incorporated in the Cayman Islands on April 27, 2023.
The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities. Although there is no restriction or limitation
on what industry its target operates in, it is the Company's intention to pursue prospective targets that are focused on healthcare
innovation. The Company anticipates targeting what are traditionally known as "small cap" companies domiciled in North America,
Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical device and diagnostics
space which aligns with its management team's experience in operating health care companies and in drug and device technology development
as well as diagnostic and other services.

 As
of December 31, 2024, the Company had not yet commenced any operations. All activities through December 31, 2024 related to the Company's
formation and the Initial Public Offering (as defined below). Since the Initial Public Offering, the Company's activity has been
limited to the evaluation of business combination candidates. The Company will not generate any operating revenue until after the completion
of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on
cash in bank and assets held in the Trust Account (as defined below) from the proceeds derived from the Initial Public Offering. The
Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.

 The
Company's sponsor is Aimei Investment Ltd, a Cayman Islands exempted company (the "Sponsor"). The registration statement
for the Company's Initial Public Offering was declared effective on November 30, 2023. On December 6, 2023, the Company consummated
its Initial Public Offering of 6,900,000 units (the "Units" and, with respect to the ordinary shares included in the Units
being offered, the "Public Shares"), at $ 10.00 per Unit, which includes full exercise of the underwriters' over-allotment
option of 900,000 Units, generating gross proceeds of $ 69,000,000 (the "Initial Public Offering"), and incurring offering
costs of $ 2,070,665 and $ 690,000 for deferred underwriting commissions (see Note 7). The Company granted the underwriters a 45-day option
to purchase up to an additional 900,000 Units at the Initial Public Offering price to cover over-allotments, if any. On December 6, 2023,
the over-allotment option was exercised in full.

 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).

 Following
the closing of the Initial Public Offering on December 6, 2023, an amount of $ 69,690,000 ($ 10.10 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in a trust
account (the "Trust Account"), located in the United States and held as cash items or may be invested only in U.S. government
treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act and which invest solely in U.S. Treasuries, as determined by the Company, until the earlier of: (i)
the consummation of a business combination, or (ii) the distribution of the funds in the Trust Account to the Company's shareholders,
as described below.

 The
Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of its initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination
or (ii) by means of a tender offer. In connection with a proposed business combination, the Company may seek shareholder approval of
a business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how
they vote for the business combination. If a vote is held to approve such an initial business combination, the Company will consummate
such initial business combination only if the Company has the affirmative vote of a majority of the shareholders who attend and vote
at a general meeting of the Company.

 The
shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion
of a business combination with respect to the Company's rights.

 F- 7

 AIMEI

 NOTES

 If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company
will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to Rule 13e-4 and
Regulation 14E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which regulate issuer tender offers,
and file tender offer documents with the U.S. Securities and Exchange Commission (the "SEC") prior to completing its initial
business combination which contain substantially the same financial and other information about the initial business combination as is
required under the SEC's proxy rules.

 The
Sponsor has agreed (i) to vote any shares owned by them in favor of any proposed business combination, (ii) not to redeem any shares
in connection with a shareholder vote to approve a proposed initial business combination or any amendment to the Company's charter
prior to the consummation of its initial business combination and (iii) not to sell any shares to the Company in a tender offer in connection
with any proposed business combination. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with
respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its business combination.

 The
Company initially had 12 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public
Offering if the Company extends the period of time to consummate a business combination by up to 12 additional months through 12 one-month
extensions of time, as further provided in the Company's amended and restated memorandum and articles of association) to consummate
a business combination (the "Combination Period"). If the Company is unable to complete a business combination within the
Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish
public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's
remaining holders of ordinary shares and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution
of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements
of applicable law.

 The
underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company
does not complete a business combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the offering price per Unit ($ 10.00).

 The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $ 10.10 per share (whether or not the underwriters' over-allotment option is exercised
in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under its indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor
will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether
the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor's only assets are securities
of the Company. The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely
to satisfy its indemnification obligations if it is required to do so. However, the Company believes the likelihood of the Sponsor having
to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as
well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held
in the Trust Account.

 On
June 19, 2024, the Company entered into a definitive Business Combination Agreement (the "Merger Agreement") for a business
combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman Islands ("United
Hydrogen"), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability in the Cayman Islands ("Pubco"),
(iii) United Hydrogen Victor Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned
subsidiary of Pubco ("First Merger Sub"); (iv) United Hydrogen Worldwide Limited, an exempted company incorporated with limited
liability in the Cayman Islands and a wholly-owned subsidiary of Pubco ("Second Merger Sub" and, together with Pubco and
First Merger Sub, each, individually, an "Acquisition Entity" and, collectively, the "Acquisition Entities");
and (v) Aimei Investment Ltd., a Cayman Islands exempted company, in the capacity as, from and after the closing of the transactions
contemplated by the Merger Agreement (the "Closing"), the representative for the Company and its shareholders (the "Sponsor").

 F- 8

 AIMEI

 NOTES

 Pursuant
to the Merger Agreement, subject to the terms and conditions set forth therein, (i) First Merger Sub will merge with and into the United
Hydrogen (the "First Merger"), whereby the separate existence of First Merger Sub will cease, and United Hydrogen will be
the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco; and (ii) following confirmation of the effective
filing of the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into
the Company (the "Second Merger", and together with the First Merger, the "Mergers"), whereby the separate existence
of Second Merger Sub will cease, and the Company will be the surviving corporation of the Second Merger as a wholly-owned subsidiary
of Pubco.

 On
February 6, 2025, the Company entered into an amendment (the "Trust Agreement Amendment") to the Investment Management Trust
Agreement with Continental Stock Transfer & Trusts Company ("Trustee"). Pursuant to the Trust Agreement Amendment, the
amount of funds to be deposited into the trust account managed by the Trustee (the "Trust Account") in connection with extending
the timeframe within which the Company must consummate its initial business combination ("Extension"), is adjusted from $ 0.033
per each share sold in its IPO (the "Public Share") (for each monthly extension) to an amount equal to $ 150,000 for all outstanding
Public Shares (for each monthly extension).

 As
of the date of this report, the Company has extended four times by an additional one month each time, and so it now has until April 6,
2025 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association
and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available
for the Company to consummate its initial business combination, the Company's insiders or their affiliates or designees, must deposit
into the Trust Account $ 150,000 on or prior to the date of the applicable deadline. On each of December 11, 2024 and January 13, 2025,
the Company has deposited $ 227,700 into the Trust Account in order to extend the amount of available time to complete a business combination
until February 6, 2025. On each of February 6, 2025 and March 6, 2025, the Company has deposited in an amount of $ 150,000 into the Trust
Account in order to extend the amount of available time to complete a business combination until April 6, 2025.

 Liquidity
and Capital Resources

 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.

 The
Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through (i) the payment of $ 25,000
from the Sponsor to cover certain offering costs on the Company's behalf in exchange for issuance of Founder Shares (see Note 5),
and (ii) a loan from the Sponsor of approximately $ 210,151 under the Note (as defined in Note 5). The Company has repaid the note in
full on December 7, 2023. Subsequent to the consummation of the Initial Public Offering, the Company's liquidity has been satisfied
through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.
In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor,
or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as
defined in Note 5). As of December 31, 2024, there were no amounts outstanding under any Working Capital Loan.

 Over
the period of time to complete a business combination, the Company will be using the funds held outside of the Trust Account for paying
existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on
prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the business combination.

 F- 9

 AIMEI

 NOTES

 Going
Concern Consideration

 In
connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update ("ASU")
2014-15, " Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management
has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time
from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and
thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles in the U.S. ("U.S. GAAP"), which contemplate continuation
of the Company as a going concern.

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 These
accompanying financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC.

 Emerging
growth company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable.

 The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used.

 Use
of estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements
and the reported amounts of expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed as of the date of the financial statements, which management considered in
formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from those estimates.

 F- 10

 AIMEI

 NOTES

 Cash
and cash equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no t have any cash equivalents as of December 31, 2024 and 2023. As of December 31, 2024 and 2023, the cash balance was
$ 28,208 and $ 580,717, respectively.

 Cash
held in trust account

 On
July 16, 2024, the Company instructed their trust custodian to liquidate their positions in marketable securities and invest 100% of
the trust account in an interest-bearing demand deposit account. As of December 31, 2024, all the assets held in the Trust Account were
held in an interest-bearing demand deposit account. As of December 31, 2023, substantially all the assets held in the Trust Account were
held in U.S. Treasury Bills. The Company accounts for its marketable securities under ASC 320, where securities are presented at fair
value on the balance sheets and with gains or losses, if any, presented on the statements of operations. As of December 31, 2024 and
2023, the assets held in Trust Account was $ 73,784,549 and $ 69,889,848, respectively.

shares subject to possible redemption

 All
of the 6,900,000 ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for
the redemption of such Public Shares in connection with the Company's liquidation, if there is a shareholder vote or tender offer
in connection with the Business Combination and in connection with certain amendments to the Company's amended and restated certificate
of incorporation. In accordance with Accounting Standards Codification ("ASC") 480 " Distinguishing Liabilities from
Equity ", conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the
entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption
threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible
assets (shareholders' equity) to be less than $ 5,000,001. However, the threshold in its charter would not change the nature of
the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. Accordingly,
as of December 31, 2024 and 2023, 6,900,000 and 6,900,000 ordinary shares subject to possible redemption at the redemption amount, respectively,
were presented at redemption value as temporary equity, outside of the shareholders' deficit section of the Company's balance
sheets.

 Income
taxes

 The
Company complies with the accounting and reporting requirements of ASC Topic 740, " Income Taxes," ("ASC 740")
which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in
future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company's management determined that the Cayman Islands is the Company's
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of December 31, 2024 and 2023 and no amounts were accrued for interest and penalties
during the years ended December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.

 The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, there was no provision
for income taxes for the years ended December 31, 2024 and 2023.

 F- 11

 AIMEI

 NOTES

 Net
income per share

 Net
income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The
calculation of diluted loss per share does not consider the effect of the rights issued in connection with the Initial Public Offering
and rights issued as components of the Private Units (the "Private Rights") since the issuance of shares underlying the rights
is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods.

 The
following table reflects the calculation of basic and diluted net income per ordinary share:

 SCHEDULE
OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

 For
 the
year ended
December 31, 2024

 Period
 from April 27, 2023 (inception) to
December 31, 2023

 Net income
 including accretion of carrying value to redemption value

 $

 $

 Redeemable

 Non-Redeemable

 Redeemable

 Non-Redeemable

 For the Year Ended

 Period from April 27, 2023 (inception)
 to

 December
 31, 2024

 December
 31, 2023

 Redeemable

 Non-Redeemable

 Redeemable

 Non-Redeemable

 Share

 Share

 Share

 Share

 Basic and diluted net income per share:

 Numerators:

 Allocation
 of net income

 $
 1,951,062

 $
 601,153

 $
 53,368

 $
 118,021

 Denominators:

 Weighted-average shares outstanding

 6,900,000

 695,565

 1,538,205

 Basic and diluted net
 income per share

 $
 0.28

 $
 0.28

 $
 0.08

 $
 0.08

 Concentration
of credit risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000. As of December 31, 2024 and 2023, the Company had not
experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December
31, 2024 and 2023, $ 0 and $ 330,717 was not insured, respectively.

 Fair
value of financial instruments

 The
fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 F- 12

 AIMEI

 NOTES

 Level
 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level
 2 — defined as inputs other than quoted prices in active markets that are either directly
 or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar
 instruments in markets that are not active; and

 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.

 In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.

 The
following table presents information about the Company's assets that are measured at fair value on a recurring basis as of December
31, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair
value:

 SCHEDULE
OF FAIR VALUE HIERARCHY VALUATION TECHNIQUES

 December 31,

 Quoted Prices
 In Active Markets

 Significant

 Other
 Observable

 Inputs

 Significant

 Other
 Unobservable

 Inputs

 Description

 2024

 1)

 2)

 3)

 Assets:

 Cash held
 in trust account

 $
 73,784,549

 $
 73,784,549

 $
 -

 $
 -

 December 31,

 Quoted Prices
 In Active Markets

 Significant

 Other
 Observable

 Inputs

 Significant

 Other
 Unobservable

 Inputs

 Description

 2023

 1)

 2)

 3)

 Assets:

 Cash and
 marketable securities held in Trust Account

 $
 69,889,848

 $
 69,889,848

 $
 -

 $
 -

 Related
parties

 Parties,
which can be a corporation or individual, are considered to be related if either the Company or the other party has the ability, directly
or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational
decisions. Companies are also considered to be related if they are subject to common control or significant influence.

 Recent
issued accounting standards

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief
operating officer decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and
entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing
segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024, with early adoption permitted.

 Management
does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company's financial statements.

 F- 13

 AIMEI

 NOTES

 NOTE
3 – INITIAL PUBLIC OFFERING

 On
December 6, 2023, the Company consummated its Initial Public Offering of 6,900,000 Units (including the issuance of 900,000 Units as
a result of the underwriter's full exercise of its over-allotment option), at $ 10.00 per Unit, generating gross proceeds of $ 69,000,000.
Each Unit consists of one ordinary share and one right ("Public Right"). Each Public Right entitles the holder to receive
one-fifth (1/5) of one ordinary share upon consummation of the Company's initial business combination, so the holder must hold
rights in multiples of 5 in order to receive shares for all of the rights upon closing of a business combination.

 NOTE
4 – PRIVATE PLACEMENT

 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).

 The
proceeds from the sale of the Private Units will be added to the net proceeds from the Offering held in the Trust Account. The Private
Units are identical to the Units sold in the Initial Public Offering except that Private Units (including the Private Rights) will not
be transferable, assignable or saleable until the completion of the Company's initial business combination except to permitted
transferees. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the
Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private
Rights will expire worthless.

 NOTE
5 – RELATED PARTY TRANSACTIONS

 Founder
Shares

 Prior
to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang. On May
11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary
shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares
of $ 0.0001 each. On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting
in the Sponsor holding 1,437,500 ordinary shares. On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor (up to 187,500
of which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised) pursuant
to a securities subscription agreement and the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the company,
the shares have been retroactively adjusted. On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit
of the share premium account and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full
par value of $ 0.0001 per founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully
paid to the Sponsor, resulting in 1,725,000 ordinary shares being issued and outstanding. 225,000 shares of such ordinary shares are
not subject to forfeiture as the underwriters' over-allotment was exercised in full. The initial shareholders will collectively
own approximately 20 % of the Company's issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders
do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

 Subject
to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months
after the date of the consummation of the Company's initial business combination or earlier if, subsequent to initial business
combination, the Company consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all
of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 Promissory
Note – Related Party

 On
May 1, 2023, the Sponsor issued an unsecured promissory note (the "Note") to the Company, pursuant to which the Company may
borrow up to an aggregate principal amount of $ 750,000, to be used for payment of costs related to the Initial Public Offering. The Note
is non-interest bearing and payable on the earlier of (i) December 31, 2023, (ii) the consummation of the Initial Public Offering, or
(iii) the date on which the Company determines to not proceed with the Initial Public Offering. These amounts were repaid upon completion
of the Initial Public Offering out of the $ 550,000 of Initial Public Offering proceeds that has been allocated for the payment of Initial
Public Offering expenses. As of December 6, 2023, the Company has borrowed $ 210,151 under the Note. The Note was fully repaid on December
7, 2023. There was no outstanding balance due as of December 31, 2024 and 2023.

 F- 14

 AIMEI

 NOTES

 Extensions
Loan – Related Party

 The
Company will have to consummate a business combination by April 6, 2025. However, if the Company anticipates that it may not be able
to consummate a business combination within 12 months, the Company may extend the period of time to consummate a business combination
up to twelve times by an additional one month each time to complete a business combination. Pursuant to the terms of the Company's
memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer &
Trust Company, both as amended, in order to extend the time available for the Company to consummate a business combination, the Sponsor
its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the
applicable extension fees, on or prior to the date of the applicable deadline, for each extension. The Sponsor or its affiliates or designees
will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the
event that the Company are unable to close a business combination unless there are funds available outside the Trust Account to do so.
Such notes would either be paid upon consummation of the Company's initial business combination or at the lender's discretion,
converted upon consummation of the business combination into additional private units at a price of $ 10.00 per unit.

 On
December 11, 2024, the Company issued an unsecured promissory note in the 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 January 6, 2025. The notes are non-interest bearing and are payable upon the closing of a business combination. In
addition, the notes may be converted, at the lender's discretion, into additional Private Units at a price of $ 10.00 per unit.
As of December 31, 2024 and 2023, the note payable balance was $ 227,700 and $ 0, respectively.

 Related
Party Loans

 In
order to finance transaction costs in connection with a business combination, the Company's Sponsor or an affiliate of the Sponsor,
or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a business combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of notes may be converted upon consummation
of a business combination into additional Private Units at a price of $ 10.00 per Unit. In the event that a business combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2024 and 2023, there was no amount outstanding
under any Working Capital Loan.

 Due
to a related company

 As
of December 31, 2024 and 2023, the Company had a total amount due to related company of $ 289,780 and $ 0 from a related party, respectively,
for the payment of costs related to general and administrative services, the Initial Public Offering and administrative services agreement.
The balance of which $ 50,000 was deposited in the trust account as of December 31, 2024 for the January 13, 2025 extension payment. The
balance is unsecured, interest-free and has no fixed terms of repayment.

 Administrative
Services Arrangement

 The
Sponsor has agreed, commencing from the date that the Company's securities are first listed on Nasdaq, through the earlier of the
Company's consummation of a business combination and its liquidation, to make available to the Company certain general and administrative
services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has
agreed to pay to the Sponsor, $ 10,000 per month, for up to 12 months, subject to extension to up to 24 months, as provided in the Company's
registration statement, for such administrative services. As of December 31, 2024 and 2023, the unpaid balance was $ 120,000 and $ 0, respectively,
which is included in amount due to related company balance.

 F- 15

 AIMEI

 NOTES

 NOTE
6 – SHAREHOLDERS' DEFICIT

Shares

 The
Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of the Company's ordinary
shares are entitled to one vote for each share. On May 1, 2023, The Company entered into a subscription agreement for founder shares
with the Sponsor which is recorded as subscription receivable. The subscription agreement was amended and restated on May 24, 2023. Prior
to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang. On May
11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary
shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares
of $ 0.0001 each. On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting
in the Sponsor holding 1,437,500 ordinary shares. On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor pursuant to a
securities subscription agreement for an aggregate purchase price of $ 25,000 (up to 187,500 of which are subject to forfeiture depending
on the extent to which the underwriters' over-allotment option is exercised) pursuant to a securities subscription agreement and
the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the Company, the shares having been retroactively adjusted.
As of May 8, 2023, $ 25,000 was included as a subscription receivable. On September 15, 2023, the Company received $ 25,000 in cash. The
Sponsor transferred 152,000 of those ordinary shares among the Company's Chief Executive Officer, Chief Financial Officer and three
independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of
May 25, 2023. On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit of the share premium account
and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per
founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor,
resulting in 1,725,000 ordinary shares being issued and outstanding. 225,000 shares of such ordinary shares are not subject to forfeiture
as the underwriters' over-allotment was exercised in full. The initial shareholders will collectively own approximately 20 % of
the Company's issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase
any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

 As
of December 31, 2024 and 2023, as a result of the closing of the Initial Public Offering and full exercise of the underwriters'
over-allotment option, there were 2,126,000 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible
redemption.

 Rights

 Each
holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a business combination, even if the holder
of such right redeemed all shares held by it in connection with a business combination. No fractional shares will be issued upon exchange
of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares
upon consummation of a business combination as the consideration related thereto has been included in the unit purchase price paid for
by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a business combination in which the
Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share
consideration the holders of the ordinary share will receive in the transaction on an as-converted into ordinary share basis and each
holder of a right will be required to affirmatively convert its rights in order to receive 1/5th of one share underlying each right (without
paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held
by affiliates of the Company).

 Additionally,
in no event will the Company be required to net cash to settle the rights. If the Company is unable to complete a business combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any
of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside of the
Trust Account with respect to such rights. Accordingly, the rights may expire worthless.

 F- 16

 AIMEI

 NOTES

 NOTE
7 – COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the insider shares, as well as the holders of the Private Units (and underlying securities) and any securities issued in payment
of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to
or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three
demands that the Company register such securities at any time after the Company consummates a business combination. In addition, the
holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation
of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 The
initial shareholders and their permitted transferees can demand that the Company register the founder shares, the Private Units and the
underlying Private Shares, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and rights,
pursuant to an agreement to be signed prior to or on the effective date requiring the Company to register such securities for resale.
The holders of such securities are entitled to demand that the Company register these securities at any time after consummation of an
initial business combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating
in the Initial Public Offering may only make a demand on one occasion and only during the five-year period beginning on the effective
date of the registration statement. In addition, the holders have certain "piggy-back" registration rights on registration
statements filed after the Company's consummation of a business combination; provided that any holder that is affiliated with an
underwriter participating in the Initial Public Offering may participate in a "piggy-back" registration only during the seven-year
period beginning on the effective date of the registration statement.

 Representative
Shares

 The
Company issued 69,000 ordinary shares to the representative (and/or its designees) (the "representative shares") as part
of representative compensation as the underwriters exercised their over-allotment option in full. The representative shares have been
deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement
of sales in the Initial Public Offering pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will
not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the
securities by any person for a period of 180 days immediately following the date of the commencement of sales in the Initial Public Offering,
nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement
of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their officers,
partners, registered persons or affiliates.

 Underwriter
Agreement

 The
underwriters purchased 900,000 additional Units to cover over-allotments.

 The
underwriters were entitled to a cash underwriting discount of: (i) two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering,
or $ 1,380,000 as the underwriters' over-allotment is exercised in full. In addition, the underwriters are entitled to a deferred
fee of one percent ( 1.0 %) of the gross proceeds of the Initial Public Offering, or $ 690,000 as the underwriters' over-allotment
is exercised in full upon closing of the business combination. The deferred fee will be paid in cash upon the closing of a business combination
from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. In addition, the Company has paid the
representative of the underwriters, at the closing of the Initial Public Offering, 1.00 % of the gross proceeds in the Company's
ordinary shares or 69,000 ordinary shares as the underwriters' over-allotment is exercised in full.

 Right
of First Refusal

 For
a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a business combination, the
Company has granted Spartan Capital Securities, LLC, a right of first refusal to act as the sole investment banker, sole book running
manager and/or sole placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during
such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years
from the commencement of sales in the Initial Public Offering.

 F- 17

 AIMEI

 NOTES

 NOTE
8 – SEGMENT INFORMATION

 ASC
Topic 280, "Segment Reporting," establishes standards for companies to report in their financial statement information about
operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise
for which separate financial information is available that is regularly evaluated by the Company's chief operating decision maker,
or group, in deciding how to allocate resources and assess performance.

 The
Company's chief operating decision maker has been identified as the Chief Financial Officer ("CODM"), who reviews the
operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company only has one operating segment.

 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.

 The
key measures of segment profit or loss reviewed by our CODM are earned on assets held in Trust Account and general and administrative
expenses. The CODM reviews earned on assets held in Trust Account to measure and monitor stockholder value and determine the most effective
strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative
expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business
combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget.

 NOTE
9 – SUBSEQUENT EVENTS

 In
accordance with ASC Topic 855, " Subsequent Events ", which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date, the Company has evaluated all events or transactions that occurred after the balance
sheet date through the date the financial statements were issued.

 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.

 On
February 5, 2025, in connection with the stockholders vote at the Adjourned Meeting, 2,904,267 shares were redeemed by certain shareholders
at a price of approximately $ 10.77 per share, including interest generated and extension payments deposited in the Trust Account, in
an aggregate amount of approximately $ 31.27 million.

 On
February 6, 2025, the Company entered into the Trust Agreement Amendment with the Trustee. Pursuant to the Trust Agreement Amendment,
the amount of funds to be deposited into the Trust Account in connection with extending the timeframe within which the Company must consummate
its initial business combination, is adjusted from $ 0.033 per each Public Share (for each monthly extension) to an amount equal to $ 150,000
for all outstanding Public Shares (for each monthly extension).

 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.

 On
March 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 April 6, 2025.

 F- 18