SecProbe.io

September 5, 2024
Xia Ma
Chief Executive Officer
United Hydrogen Global Inc.
3rd Floor, Building 3, No. 715 Yingshun Road
Qingpu District, Shanghai
The People’s Republic of China, 201799
Xia Ma
Director
United Hydrogen Group Inc.
3rd Floor, Building 3, No. 715 Yingshun Road
Qingpu District, Shanghai
The People’s Republic of China, 201799
Re:United Hydrogen Global Inc.
United Hydrogen Group Inc.
Draft Registration Statement on Form F-4
Submitted August 7, 2024
CIK No. 0002032241
Dear Xia Ma and Xia Ma:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Cover page
Please revise your cover page to disclose that the special purpose acquisition company or
the SPAC sponsor has received a report, opinion, or appraisal. In this regard, we note your 1.

September 5, 2024
Page 2
disclosure on page 15 that the Aimei Health Board received the fairness opinion from
CHFT Advisory and Appraisal Ltd. Refer to Item 1604(a)(1) of Regulation S-K.
2.We note your disclosure that the "Sponsor, its affiliates and promoters are not receiving
compensation in connection with the Business Combination. In addition, the Sponsor, its
affiliates and promoters will not receive any additional securities of Aimei Health or
Pubco in connection with the Business Combination." You also disclose that the sponsor,
its affiliates and promoters have received founder shares, and private shares. Please revise
to disclose the issuance of securities, including the private rights, and all related
information required pursuant to Item 1604(a)(3) of Regulation S-K. To the extent you
consider any amounts payable to the sponsor, its affiliates, and promoters to be
compensation, include such amounts in this disclosure as well. Provide a cross-reference,
highlighted by prominent type or in another manner, to the locations of related disclosures
in the prospectus.
3.Please revise your cover page to state whether there may be any actual or potential
material conflict of interest in connection with your de-SPAC transaction. Moreover,
please provide a cross-reference to the locations of related disclosures in the prospectus.
Refer to Item 1604(a)(4) of Regulation S-K.
4.We note your disclosure that this offering and listing will be considered a PRC domestic
company’s indirect overseas offering and listing under the Trial Measures, and thus you
will be required to complete filing procedures with the CSRC in connection with the
consummation of the Business Combination and listing of Pubco ordinary shares. Please
revise to disclose the current status of such filing procedures with the CSRC.
Moreover, while we note your disclosure that there is no assurance that you will be able to
complete the filings and fully comply with relevant applicable laws or regulations, please
revise to disclose the impact to the investors if you do not complete such filings or fully
comply with relevant applicable laws or regulations. Lastly, please revise to address how
recent statements and regulatory actions by China’s government, such as those related to
antimonopoly concerns, have or may impact your ability to conduct your business, accept
foreign investments, or list on a U.S. or other foreign exchange.
5.Please disclose, when discussing the legal and operational risks of your operations in
China to clarify that such risks could cause the value of your securities to significantly
decline or be worthless.
6.Please clearly disclose the transfers, dividends, or distributions that have been made to
date between the company and its subsidiaries or to investors, and quantify the amounts
where applicable. For example, we note the definition of Previous Dividends and the
historical financial statements, to which you provide a cross-reference.
7.When discussing the location of the auditor for Pubco, please also disclose the location of
the auditor for Aimei Health and United Hydrogen.
Additional Information, page 1
8.Please revise to clearly disclose that to obtain timely delivery, security holders must
request the information no later than five business days before the date they must make
their investment decision. See Item 2(2) of Form F-4.

September 5, 2024
Page 3
Defined Terms, page 1
9.Please revise the definition of Completion Date to clarify that this date refers to
completion of the Reorganization. Please also revise disclosure elsewhere in the
prospectus to clarify whether the Reorganization was completed by this date or whether
another date was agreed to by the parties.
Summary of the Material Terms of the Business Combination, page 5
10.Please include a brief description of the background of the business combination. See
Item 1604(b)(1) of Regulation S-K.
Questions and Answers about the Proposals, page 12
11.We note your disclosure on page 13 about the reasons why the SPAC is proposing the
Business Combination. Please also disclose the reasons of United Hydrogen for engaging
in the de-SPAC transaction and whether United Hydrogen considered other transactions,
such as a traditional IPO, instead of pursuing a business combination with Aimei Health.
See Item 1605(b)(3) of Regulation S-K.
12.We note that much of the tabular information in this section, beginning on page 16
assumes 100% redemptions. For consistency, please revise to provide the maximum
redemptions that could occur and allow the business combination to be completed. In this
regard, see the disclosure on the cover page and elsewhere regarding the requirement that
net tangible assets be no less than $5,000,001.
13.When discussing the ability of Aimei Health to extend the period of time to complete the
initial business combination, please disclose the extensions are in one month increments
and disclose the amount to be deposited into the trust for each one month extension.
Summary, page 23
14.We note the references to a PIPE Investment. Please revise throughout to clarify the
current status of the PIPE Investment. Disclosure in certain sections, such as on page 10,
reference the PIPE Investment or PIPE Subscription Agreements as having been entered
into and other disclosure seems to indicate you may enter into a PIPE Investment. Please
provide clear, consistent disclosure throughout the prospectus. As applicable, please
revise your cover page and summary to provide the disclosure required by Item
1604(a)(2) and (b)(5) of Regulation S-K.
15.We note the disclosure on the prospectus cover page that as a foreign private issuer you
are permitted and intend to follow certain home-country corporate governance practices in
lieu of certain Nasdaq requirements. Please disclose in this section the specific home-
country practices you will elect to follow.
16.Please disclose in connection with the de-SPAC transaction, any actual or potential
material conflict of interest between Sponsor, Aimei Health officers and directors,
affiliates or promoters, United Hydrogen company officers, or target company directors;
and unaffiliated shareholders of Aimei Health.  See Item 1604(b)(3) of Regulation S-K.
Disclose each permission or approval that Pubco, United Hydrogen, Aimei Health and
any subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors. State whether Pubco, 17.

September 5, 2024
Page 4
United Hydrogen, Aimie Health and any subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if Pubco, United Health,
Aimei Health and any subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
18.Please include a statement as to whether any regulatory requirements other than the U.S.
federal securities laws, must be complied with or approval must be obtained in connection
with this transaction, and if so, the status of such compliance or approvals. See Item
3(i) of Form F-4.
Compensation of the Sponsor, its Affiliates and Promoters, page 31
19.Please revise to provide your disclosure in a tabular format. Please expand your disclosure
to provide the terms and amount of the compensation received or to be received by the
SPAC sponsor, its affiliates, and promoters. Please disclose the price paid for the
securities issued and the private rights purchased by the Sponsor as part of the private
units. Lastly, please disclose, outside of the table, the extent to which the compensation
and securities issuance has resulted or may result in a material dilution of the equity
interests of non-redeeming shareholders of the SPAC. Refer to Item 1604(b)(4) of
Regulation S-K.
Summary of Risk Factors, page 35
20.We note that the summary risk factor section is 9 pages. Please revise consistent with Item
105(b) of Regulation S-K.
Risks Relating to Doing Business in the PRC, page 36
21.It appears that your disclosure about the risks relating to China are largely centered
around United Hydrogen's operations in China. Please revise the summary of risk
factors and throughout the prospectus to also disclose that you currently face these legal
and operational risks and uncertainties due to your location in China. In this regard, we
note your disclosure on page 61 that your headquarters are located in Beijing, where most
of your management and employees currently reside.
Please revise your summary of risk factors to expand your disclosure about the risks
that being based in China poses to investors. In particular, describe further the significant
regulatory and enforcement risks with cross-references to the more detailed discussion of
these risks in the prospectus. For example, specifically discuss risks arising from the legal
system in China, including that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. 22.

September 5, 2024
Page 5
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Holding Company Structure, page 43
23.Please quantify any cash flows and transfers of other assets by type that have occurred
between United Hydrogen and its subsidiaries and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to United Hydrogen and which entity
made such transfer, and their tax consequences. Please describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from United Hydrogen, including subsidiaries, to Holdco and U.S. investors. In this
regard, we note your disclosure on page 37 about the "interventions in or the imposition of
restrictions and limitations on United Hydrogen’s ability to transfer cash or assets by the
PRC government."
Controlled Company, page 44
24.Please revise here and on page 234 to disclose the following:
•the percentage of outstanding Class A shares Ms. Xia Ma must keep to continue to
control the outcome of matters submitted to shareholders for approval;
•explain Ms. Xia Ma's ability to control matters requiring shareholder approval,
including the election of directors, amendment of organizational documents, and
approval of major corporate transactions, such as a change in control, merger,
consolidation, and sale of assets;
•disclose that your capital structure may have an anti-takeover effect preventing a
change in control transaction that shareholders might consider in their best interest;
and
•disclose that future issuances of high-vote shares may be dilutive to low-vote
shareholders.
Risk Factors, page 48
25.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

September 5, 2024
Page 6
If Aimei Health were deemed to be an investment company . . . , page 88
26.Please revise this risk factor to disclose that if you are found to be operating as an
unregistered investment company, you may be required to change your operations, wind
down your operations, or register as an investment company under the Investment
Company Act.
Aimei Health's Sponsor, directors, officers, advisors, and their affiliates may elect to purchase
shares . . . , page 92
27.We note that "[i]n connection with seeking shareholder approval of its initial business
combination and offering Public Shareholders the right to redeem their shares, Aimei
Health’s Sponsor, directors, officers, advisors, or their affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following the
completion of the initial business combination." Please provide your analysis on how such
potential purchases would comply with Rule 14e-5.
Extraordinary General Meeting of Shareholders of Aimei Health
Recommendation of Aimei Health Board of Directors, page 109
28.Please state whether or not a majority of the directors who are not employees of Aimei
Health has retained an unaffiliated representative to act solely on behalf of unaffiliated
security holders for purposes of negotiating the terms of the de-SPAC transaction and/or
preparing a report concerning the approval of the de-SPAC transaction. See Item 1606(d)
of Regulation S-K.
The Business Combination Proposal
The Sponsor, its Affiliates, and Promoters, page 121
29.We note your disclosure that "[a]s of the date of this proxy statement/prospectus, no
agreement, arrangement, or understanding has been made between the Sponsor and Aimei
Health or Aimei Health’s officers, directors, and affiliates with respect to determining
whether to proceed with a de-SPAC transacti