Aimei Health Technology Co., Ltd.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item. However, the following is a partial list of material risks, uncertainties, and other factors that could have a material effect on us and our operations:

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

The heightened military conflict involving the United States, Israel, and Iran, as well as broader instability in the Middle East, has contributed to significant volatility in global financial and energy markets. Disruptions to strategic airspaces and critical maritime routes, including the Strait of Hormuz and the Red Sea, have increased uncertainty in global trade and led to fluctuations in commodity prices, including oil and gas. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate.

Furthermore, the continuing war in Ukraine and the resulting sanctions levied by the United States, the European Union, and other nations against Russia continue to impact global financial markets. The extent and duration of these military actions in the Middle East and Eastern Europe, as well as the resulting sanctions and market disruptions, are impossible to predict but are expected to remain substantial.

Geopolitical instability may also increase regulatory scrutiny, disrupt cross-border transactions, delay governmental approvals, or negatively affect investor sentiment toward transactions involving foreign operations, including those with connections to Asia. Because we are a special purpose acquisition company with no operating business, our ability to consummate an initial business combination depends significantly on market conditions, regulatory approvals, the availability of financing, and overall investor sentiment. Such developments could delay or impede the consummation of our proposed Business Combination or any alternative transaction.

Such geopolitical instability often leads to broad sell-offs in the equity markets and heightened investor sensitivity to risk. Consequently, these developments may materially and adversely affect the market price of our ordinary shares, regardless of our actual operating performance. As we do not currently operate a revenue-generating business, the trading price of our ordinary shares is particularly sensitive to external market developments and transaction-related uncertainties. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest or intensified military activities could have a material adverse effect on the global economy, which in turn could negatively impact our financial condition and the value of our securities.

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

We are required to consummate our initial business combination within the time period provided in our amended and restated memorandum and articles of association. As of the date of this Annual Report, the deadline for completing our initial business combination has been extended to May 6, 2026, and may be further extended, up to a maximum of 36 months from the closing of our initial public offering (or December 6, 2026), subject to the Sponsor depositing the required monthly extension fees into the Trust Account.

Although our shareholders have approved the proposed Business Combination with United Hydrogen and the Registration Statement on Form F-4 (File No. 333-284430) filed with the SEC in connection therewith has been declared effective, the closing of the Business Combination remains subject to certain conditions, including the receipt of the required filing notice from the CSRC by United Hydrogen, which receipt remains pending as of the date of this Annual Report. There can be no assurance that such filing notice will be obtained on a timely basis, or at all, or that all other closing conditions will be satisfied before the applicable deadline. If we fail to complete our initial business combination within the required time period, we will be required to cease operations except for the purpose of winding up, redeem the Public Shares, and liquidate the Trust Account. In such event, the rights included in our Units would expire worthless, and holders of our ordinary shares would receive only their pro rata portion of the funds held in the Trust Account, which may be less than the market price at which such securities are then trading.

As we approach the deadline for consummating a business combination, we may also face increased risk that Nasdaq determines that continued listing of our securities is no longer appropriate. If Nasdaq were to suspend or delist our securities, whether due to our failure to complete a business combination within the permitted timeframe, failure to meet continued listing standards, prolonged uncertainty regarding our business combination, or otherwise, our securities could become quoted on the OTC market. Trading on the OTC market is often characterized by significantly reduced liquidity, limited analyst coverage, reduced market maker participation, wider bid-ask spreads, and greater price volatility. Many institutional investors are restricted from investing in OTC securities, which could further reduce demand for our securities. As a result, the market price of our securities could decline significantly, and shareholders may find it more difficult to sell their securities. Any suspension, delisting, or transition to OTC trading could also impair our ability to raise additional capital, complete a business combination, or otherwise execute our business strategy, and could materially and adversely affect the value of our securities.

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

The consummation of the proposed Business Combination with United Hydrogen is conditioned upon, among other things, the completion of filing procedures with, and receipt of the required filing notice from, the CSRC pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the Trial Measures). United Hydrogen submitted the required filing materials to the CSRC on August 12, 2024. Since that time, the CSRC has requested supplementary materials on multiple occasions, and United Hydrogen has responded accordingly. As of the date of this Annual Report, the CSRC review remains ongoing. There is no statutory deadline by which the CSRC must complete its review or issue a filing notice, and the timing and outcome of such review remain uncertain. The CSRC may require additional supplementary materials, impose conditions, delay its review, or ultimately decline to issue the required filing notice. The review process is outside our control, and we cannot predict whether or when the required filing notice will be obtained.

We are required to consummate our initial business combination within the time period provided in our amended and restated memorandum and articles of association, which may be extended up to a maximum of 36 months from the closing of our initial public offering, subject to the Sponsor depositing the required monthly extension fees into the Trust Account. If the required CSRC filing notice is not obtained in a timely manner, the proposed Business Combination may not be completed before our deadline for consummating a business combination. If the proposed Business Combination is not consummated, we would need to identify, negotiate, and complete an alternative initial business combination within the remaining time available to us, if any. Given the time required to source and evaluate potential targets, conduct due diligence, negotiate definitive agreements, prepare and file required disclosure documents with the SEC, obtain shareholder approval, and satisfy applicable regulatory and closing conditions, it may be impracticable to complete an alternative transaction before the applicable deadline, particularly if significant time has already elapsed due to regulatory review of the current transaction. If we are unable to consummate an initial business combination within the permitted time period, we will be required to cease operations except for the purpose of winding up, redeem the Public Shares, and liquidate the Trust Account. In such event, our public rights would expire worthless, and our Founder Shares and private placement securities would also become worthless. Accordingly, delay or failure in obtaining the required CSRC filing notice could materially and adversely affect our ability to complete a business combination and may ultimately result in our liquidation.