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Aimei Health Technology Co., Ltd. *

Aimei Health Technology Co., Ltd. *

May 26, 2023 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: United Hydrogen

ENTERPRISE VALUE: $tbd billion
ANTICIPATED SYMBOL: tbd

Aimei Health Technology Co., Ltd. proposes to combine with United Hydrogen.

United Hydrogen, together with its affiliates, is a comprehensive hydrogen solution provider bridging the hydrogen value chain from energy production to innovative applications. Founded in Shanghai in 2017, the Company offers various solutions from energy generation, storage, transportation to business applications. United Hydrogen is committed to delivering sustainable, efficient, and integrated hydrogen solutions for a cleaner and brighter future, helping the clients realize their green, zero carbon business targets.

EXTENSION – 2/7/25 – LINK

  • The SPAC approved the extension from February 6, 2025 to December 6, 2025.
    • 2,904,267 shares were redeemed.
    • $150k per month will be deposited into the trust account.

EXTENSION – 12/31/24 – LINK

  • The SPAC did not approve the amendment to the trust agreement to the lesser of $50,000 or $0.033/Share per month.
    • The number of shares redeemed was not disclosed.

TRANSACTION

  • The transaction values the combined company at an estimated equity value on a pro-forma basis of approximately $1.6 billion, assuming no redemptions by AFJK’s public shareholders in connection with the transaction.
  • As part of the transaction, United Hydrogen’s existing shareholders will roll 100% of their equity into Pubco.
  • Assuming no redemptions by AFJK’s public shareholders, it is estimated that the current shareholders of United Hydrogen will own approximately 94% of the issued and outstanding shares in Pubco at the closing of the transaction.
  • The transaction is expected to close in the third quarter of 2024

SPAC FUNDING

  • There is no additional funding at this time.

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to the exercise of the redemption rights of the Aimei Health shareholders, Aimei Health having at least $5,000,001 of net tangible assets upon the closing of the Business Combination

NOTABLE CONDITIONS TO TERMINATION

  • By either Aimei Health or United Hydrogen if any of the conditions to Closing have not been satisfied or waived by March 31, 2025 (the “Termination Date”).
  • By Aimei Health if the United Hydrogen shareholder approval is not obtained within ten (10) business days after the Registration Statement becomes effective
  • By Aimei Health, if the Reorganization is not completed by December 31, 2024.

ADVISORS

  • Company
    • MagStone Law, LLP, Harneys is acting as legal advisor.
    • Yongxing Law Firm is acting as legal advisor.
    • Chain Stone Capital Limited (CTM) is acting as financial advisor.
  • SPAC
    • Hunter Taubman Fischer & Li LLC is acting as legal advisor.
    • Ogier (Cayman) LLP is acting as legal advisor.
    • Grandall Law Firm is acting as legal advisor.

MANAGEMENT & BOARD

Executive Officers

Junheng Xie, 35 [Appointed 4/15/24]
Chief Executive Officer, Secretary and Director

Mr. Xie, 35, is 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. Mr. Xie has held that position since April 2017. 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 of 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 he 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.

Juan Fernandez Pascual, 48 [Resigned 4/15/24]
Chief Executive Officer, Secretary and Director

Mr. Fernandez has most recently served as the General Manager of Chassis Brakes International Spain, part of Hitachi Automotive Systems since April 2019 to February 2021 and was based in San Felices de Buelna, Autonomía de Cantabria, Spain. Mr. Fernandez is COO of another SPAC entity, Genesis Unicorn Capital Corp which completed its initial public offering in February 2022. Mr. Fernandez served as the President of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 and was based in Spain. From September 2018 to April 2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France. From January 2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Vasteras, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.

Heung Ming Wong, 54
Chief Executive Officer and Director

Mr. Wong has over twenty years’ experience in advising multinational companies on finance, accounting, internal control and corporate governance matters. Since March 2023, Mr. Wong has served as an independent non-executive director of E-Home Household Service Holding Ltd (Nasdaq: EJH), a China-based investment holding company mainly engaged in the operation of household services. Since April 2022, he has served as an independent non-executive director of Ostin Technology Group Co., Ltd (Nasdaq: OST), a China-based company mainly engaged in the business of designing, developing and manufacturing TFT-LCD modules. Mr. Wong has served as an independent non-executive director of Helens International Holdings Company Limited (9869HK), a China-based investment holding company mainly engaged in bar operation and franchise business, since August 2021 and was appointed as the independent director of Sansheng Holdings (Group) Co. Ltd., a Hong Kong Mainboard Stock Exchange listed company (stock code: 2183) on August 1, 2022. Mr. Wong has also served as an independent non-executive director of Meihua International Medical Technologies Co., Ltd., (Nasdaq: MHUA) from April 2022 to June 2022. Mr. Wong also has served as a director of TD Holdings, Inc. (Nasdaq: GLG), a company engaged in commodity trading and supply chain services businesses, since April 2021. From June 2020 to March 2021, Mr. Wong served as Chief Financial Officer of Meten EdtechX Education Group Ltd. (Nasdaq: METX), a leading English language training service provider in China. He has served from April 2021 to April 2023 as an independent director of Shifang Holding Group Ltd. (1831HK), a Hong Kong-listed company which provides a wide range of integrated print media and digital media services to advertisers and since March 2020 as an independent director of Raffles Interior Ltd. (1376HK), a company engaged in the interior decoration business. Mr. Wong has been serving as the non-executive Chairman for Raffles Interior Ltd., a Singapore-based interior fitting-out services provider, since September 23, 2022. Previously, he also served as the Chief Financial Officer from March 2017 to November 2018 at Frontier Services Group (0500HK), a company listed on the Hong Kong Stock Exchange, which is a leading provider of integrated security, logistics, insurance and infrastructure services for clients operating in developing regions. Prior to that, Mr. Wong worked for Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers (China) for an aggregate of more than 11 years. Mr. Wong graduated from the City University of Hong Kong in 1993 with a bachelor’s degree in Accountancy 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.

Board of Directors

Lin Bao, 49
Director Nominee

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 independent director of SunCar Technology Group Inc. since May 2023 and independent director of Cetus Capital Acquisition Corp. since February 2023. She served as the Chief Financial Officer of Eagsen, Inc., a vehicle communication and entertainment system provider, from April 2020 to September 2022. Before Eagsen, Inc. was set up, 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. Ms. Bao received a bachelor’s degree in Accounting from Concordia University in 2005, 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.

Dr. Julianne Huh, 54
Director Nominee

Since May 2021, Dr. Huh has been serving as Independent Director of 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 May 2005, Dr. Huh received her Doctor of Education (Ed.D) degree at the University of Massachusetts in the U.S. In May 1995, 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.

Robin Karlsen, 30
Director Nominee

Since February 2022, Mr. Karlsen has been serving as President of ROHKA Pte. Ltd. Since June 2022, Mr. Karlsen has also been serving as 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 UCL Bartlett School of Planning.

 

ByAnthony Sozzi