SecProbe.io

October 18, 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.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted September 27, 2024
CIK No. 0002032241
Dear Xia Ma and Xia Ma:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 5, 2024 letter.

October 18, 2024
Page 2
Amendment No. 1 to Draft Registration Statement on Form F-4
Cover page
1.We note your response to prior comment 4. Please revise the cover page to disclose
the current status of such filing procedures with the CSRC. Moreover, in light of  the
uncertainty of timing and the outcome of the CSRC’s review, 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.
2.We note your response to prior comment 6. Please provide the U.S. Dollar equivalent
amount for each of the RMB amounts shown.
3.We reissue prior comment 7. Please revise your cover page to disclose the location of
the auditor for Aimei Health and United Hydrogen.
Additional Information , page 1
4.We note the revisions made in response to prior comment 8. Please add back the
disclosure regarding the date by which security holders must request this information,
as required by Item 2(2) of Form F-4.
Summary of the Proxy Statement/Prospectus, page 25
5.We note your response to prior comment 15. Please revise your disclosure here in the
summary section to disclose the specific home-country practices you will elect to
follow. In this regard, we note your disclosure 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.
6.Please update the disclosure on page 36 regarding conflicts of interest as of the most
recent practicable date. For example only, we note that the reimbursable expenses
disclosure is as of the record date.
7.We reissue prior comment 21.  Please revise throughout the prospectus to disclose that
you currently face the legal and operational risks and uncertainties due to your
location in China, as well as the operations of your subsidiaries in China. For
example, we note the cover page states "Pubco is a holding company incorporated in
the Cayman Islands with no material operations of its own and is not a Chinese
operating company."
Compensation of the Sponsor, its Affiliates and Promoters, page 34
In response to prior comment 19, we note your revised disclosure on page 34 that "the
issuance of such shares has not resulted in, and is not expected to result in, material
dilution of equity interests of non-redeeming shareholders of Aimei Health," as
the Founder Shares and Private Shares were issued prior to or in connection with the
IPO of Aimei Health. We further note your statement that "since 1,905,000 Pubco
Class A Ordinary Shares are to be issued to the Sponsor through a 1:1 conversion of
the Founder Shares and Private Shares, such issuance is not expected to cause any
material dilution of the equity interests of non-redeeming shareholders of Aimei
Health." Since the sponsor had acquired 1,573,000 Founder Shares at a nominal price 8.

October 18, 2024
Page 3
of $25,000, please tell us why the issuance of such shares has not resulted in material
dilution of equity interests of non-redeeming shareholders of Aimei Health. In
addition, we note the amounts due to a former affiliate of the sponsor for general and
administrative services, which it appears will be repaid upon completion of the de-
SPAC transaction. Please revise to include in the table or advise why such amount is
not required to be included pursuant to Item 1604(b)(4) of Regulation S-K.
License and Approvals Required from the PRC Authorities for Business Operations and
Transactions, page 38
9.We note your response to prior comment 17 and partially reissue. Please 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.
Your disclosure focuses only on United Hydrogen or its subsidiaries. State whether
Pubco, United Hydrogen, Aimie Health and any subsidiaries are covered by
permissions requirements from the 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.
Regulatory Approvals, page 38
10.We note your response to prior comment 18. Please expand your disclosure to
include the status of compliance or approvals in connection with the filings and
registration with the Cayman Islands Registrar of Companies under the Cayman
Companies Act necessary to effectuate your transaction.
Summary of Risk Factors
Risks Relating to Doing Business in the PRC, page 39
We reissue prior comment 22. Please revise to expand your disclosure on page 39
under "Risks Relating to Doing Business in the PRC" in your Summary of Risk
Factors. 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. 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

 11.

October 18, 2024
Page 4
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 42
12.We note your response to prior comment 23. Please expand your disclosure on page
42 to 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 66 about the "interventions in or the
imposition of restrictions and limitations on Pubco’s ability to transfer cash or assets
by the PRC government."
The Business Combination Proposal
Compensation Received by the Sponsor and its Affiliates, page 127
13.We note your response to prior comment 30. Please revise the compensation to
disclose the nature (e.g., cash, shares of stock, warrants and rights) and amounts of all
compensation that has been or will be awarded to, earned by, or paid to the SPAC
sponsor, its affiliates, and any promoters for all services rendered or to be rendered in
all capacities to the special purpose acquisition company and its affiliates. Please also
disclose the nature and amounts of any reimbursements to be paid to the Sponsor, its
affiliates, and any promoters upon the completion of a de-SPAC transaction. In this
regard, we note your disclosure on pages 86-87 regarding "reimbursement of out-of-
pocket expenses" and "$10,000 per month" payments to a former affiliate of the
sponsor for certain general and administrative services, including office space,
utilities, and administrative services.
Selected Comparable Group Companies, page 136
14.We note your response to prior comment 34. Please revise to provide a discussion of
the differences between United Hydrogen and the companies identified as comparable
to United Hydrogen.
Reasons for Aimei Health Board of Directors' Approval of the Business Combination, page
138
15.We note your response to prior comment 37. Please revise this section to provide
additional context for how the factors considered supported the Board’s
recommendation. For example, please explain how these factors were considered
by the board in approving the business combination, rather than just disclosing that
these factors were considered.
Certain United Hydrogen Projected Financial Information, page 142
16.In response to prior comment 39, we note the removal of your statement from several
pages that the shareholders are "strongly cautioned not to place undue reliance, if
any," on these projections. However, it appears that the statement has not been
completely removed from your registration statement, as the statement still appears on
page 144. Please revise to remove this and any similar statements from the proxy
statement/registration statement.

October 18, 2024
Page 5
17.We have reviewed your response to prior comments 40 and 41 and your revised
disclosure. Please further expand your discussion to provide additional explanation as
to why the change to a much higher revenue growth rate for your 2024 projection is
appropriate. Please also provide a more robust description of all material bases of the
disclosed projections. In addition, please revise to describe the status of any related
contracts or the absence of any contracts within your disclosure of your projected
revenue for 2024 and beyond. To the extent that your projected growth would require
additional financing, please provide clear disclosure of the estimates used in the
projections provided.
18.We have reviewed your response to prior comment 42 and your revised disclosure
that “United Hydrogen has affirmed to Aimei Health that its projections reflect the
view of United Hydrogen’s management or board of directors about its future
performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus.” We further refer you to your disclosures on pages 225 that for
the period from January 1, 2024 through the date of this report, you have entered into
14 agreements with aggregate contract value of approximately $18.1 million. As it
appears that the agreements entered into during the first nine months of 2024 are
significantly below 2024 projected revenues of approximately US$96.2M, please tell
us how United Hydrogen continues to affirm its projections.
Financial Implications, page 142
19.We are unclear what is meant by the first sentence within the section titled Financial
Implications. Please revise for clarity in your next amendment.
Unaudited Pro Forma Condensed Combined Financial Information, page 155
20.We have reviewed your response to comment 46, and note that you have excluded the
payment of the dividends that were declared in 2024 from your pro forma balance
sheet as you expect that the payment of the dividends would be after the closing of the
business combination. It appears that the payment of such dividends is a transaction
for which disclosure of pro forma financial information would be material to
investors. Please revise your pro forma balance sheet to reflect the payment of such
dividends, or advise. Please refer to Rule 11-01(a)(8) of Regulation S-X.
Material U.S. Federal Income Tax Considerations, page 164
21.We reissue prior comment 47. Please disclose the material tax consequences of the
transaction. In this regard, for guidance see Footnote 42 to Staff Legal Bulletin No.
19.
22.We partially reissue prior comment 48. Please revise the disclosure to clearly disclose
the opinion of counsel.
Dilution to the Shareholders of Aimei Health, page 174
We have reviewed your response to comment 49 and your revised disclosure.
Please revise your disclosure, here and on page 34, to provide all of the disclosure
required by Item 1604(c) of Regulation S-K. Your revised disclosure should include,
but not be limited to:23.

October 18, 2024
Page 6
•The tabular disclosure must show the nature and amounts of each source of
dilution used to determine net tangible book value per share, as adjusted;
•The tabular disclosure must show any adjustments to the number of shares used to
determine the per share component of net tangible book value per share, as
adjusted;
•Outside of the table, describe each material potential source of future dilution that
non-redeeming shareholders may experience by electing not to tender their shares
in connection with the de-SPAC transaction, including sources not included in the
table with respect to the determination of net tangible book value per share, as
adjusted;
•With respect to each redemption level, state the company valuation at or above
which the potential dilution results in the amount of the non-redeeming
shareholders' interest per share being at least the initial public offering price per
share of common stock; and
•Provide a description of the model, methods, assumptions, estimates, and
parameters necessary to understand the tabular disclosure.
United Hydrogen Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 229
24.We note your disclosure of your plan to expand your business, including, but not
limited to, your disclosure that you aim to launch your Hydrogen Supply Chain
business in the fourth quarter of 2024, you aim to start the establishment of the Giga
Plant in Jiaxing, Zhejiang Province, China in the fourth quarter of 2024, you expect
your revenue will continue to increase in the years ended December 31, 2025 and
2024, and you expect your gross profit margin will increase as your revenues increase.
Please revise your filing to clarify your basis for such statements.
Liquidity and Capital Resources, page 234
25.We have reviewed your response to comment 55 and your revised disclosure. We note
that the company has collected less than half of outstanding accounts receivables and
that such receivables have terms of 60-90 days. We further note you have only paid
$1.6M of your $15.6M in accounts payables. Please revise your liquidity discussion to
address any actual or expected implications from your receivable collections and
liability payments. Reference is made to Item 303 of Regulation S-X.
26.We have reviewed your response to comment 56 and your revised disclosure
elsewhere in your filing. It does not appear that you have revised your disclosure on
page 234, which continues to read that "Historically, our PRC operating entities have
not paid dividends to us, and they will not be able to pay dividends until they generate
accumulated profits." Please expand your disclosure on page 234 as you have
elsewhere i