SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

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.
 Amended Registration Statement on Form F-4
 Filed September 22, 2025
 File No. 333-284430
Dear Xia Ma and Xia Ma:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amended Form F-4 filed September 22, 2025
General

1. You are requesting effectiveness of your F-4 registration statement
before completing
 September 25, 2025
Page 2

 the CSRC process. Please confirm in writing that you will notify us
promptly of any
 changes to your disclosure regarding or requested by the CSRC.
 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Jeffrey Gabor at
202-551-2544 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Meng (Mandy) Lai, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 UNITED HYDROGEN GLOBAL INC.

 UNITED HYDROGEN GROUP
INC.

 3RD FLOOR, BUILDING 3, NO. 715 YINGSHUN ROAD

 QINGPU DISTRICT, SHANGHAI

 THE PEOPLE'S REPUBLIC OF CHINA, 201799

 VIA EDGAR

 September 25, 2025

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee, Jennifer Monick, Jaffrey
Gabor, Pam Howell

 Re:
 United Hydrogen Global Inc.

 United Hydrogen Group Inc.

 Amended Registration Statement on Form F-4

 Filed September 11, 2025

 File No. 333-284430

 Dear Sir/Madam:

 On behalf of our clients,
United Hydrogen Global Inc. and United Hydrogen Group Inc., each an exempted company incorporated in the Cayman Islands (collectively,
the "Company"), we hereby submit to the staff (the "Staff") of the U.S. Securities and Exchanges Commission (the
"Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter
dated September 25, 2025 on the Company's Amended Registration Statement on Form F-4 previously filed on September 22, 2025 (the
"Registration Statement").

 The Staff's comments
are repeated below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Registration Statement.

 Amended Form F-4 filed September 22, 2025

 General

 1.
 You are requesting effectiveness of your Form F-4 registration statement before completing the CSRC process. Please confirm in writing that you will notify us promptly of any changes to your disclosure regarding or requested by the CSRC.

 Response: The Company undertakes
to notify the Commission promptly of any changes to its disclosure in the registration statement on Form F-4, as amended, regarding or
requested by the CSRC.

 Thank you for your assistance
in this matter. You may contact the undersigned by phone at +1 (650)513-2555 (ext. 103) or via e-mail at laimeng@magstonelaw.com.

 Very truly yours,

 /s/ Meng Lai

 Meng (Mandy) Lai

 cc:
 Ms. Xia Ma, Chief Executive Officer

 United Hydrogen Global Inc.

 Mr. Yue (Mark) Li, Esq.

 MagStone Law, LLP

CORRESP
 1
 filename1.htm

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 September 24, 2025

 VIA EDGAR and E-MAIL

 Re: United Hydrogen Global Inc. and United Hydrogen Group Inc.

 Registration Statement on Form F-4 (File No. 333-284430)

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), United Hydrogen Global
Inc. and United Hydrogen Group Inc. (the " Registrants ") hereby request acceleration of the effective date of the Registration
Statement on Form F-4 (File No. 333-284430), as amended (the " Registration Statement "). The Registrants respectfully
request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on September 26, 2025, or as soon as practicable
thereafter. In making this acceleration request, the Registrants acknowledge that they are aware of their responsibilities under the Act.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, MagStone Law, LLP, by
calling Meng (Mandy) Lai at (650)513-2555 (Ext. 103).

 Very truly yours,

 United Hydrogen Global Inc.

 By:
 /s/ Xia Ma

 Name:
 Xia Ma

 Title:
 Chief Executive Officer

 United Hydrogen Group Inc.

 By:
 /s/ Xia Ma

 Name:
 Xia Ma

 Title:
 Director

 cc: Meng (Mandy) Lai, MagStone Law, LLP

CORRESP
 1
 filename1.htm

 UNITED HYDROGEN GLOBAL INC.

 UNITED HYDROGEN GROUP
INC.

 3RD FLOOR, BUILDING 3, NO. 715 YINGSHUN ROAD

 QINGPU DISTRICT, SHANGHAI

 THE PEOPLE'S REPUBLIC OF CHINA, 201799

 VIA EDGAR

 September 15, 2025

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee, Jennifer Monick, Jaffrey
Gabor, Pam Howell

 Re:
 United Hydrogen Global Inc.

 United Hydrogen Group Inc.

 Amended Registration Statement on Form F-4

 Filed September 11, 2025

 File No. 333-284430

 Dear Sir/Madam:

 On behalf of our clients,
United Hydrogen Global Inc. and United Hydrogen Group Inc., each an exempted company incorporated in the Cayman Islands (collectively,
the "Company"), we hereby submit to the staff (the "Staff") of the U.S. Securities and Exchanges Commission (the
"Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter
dated September 12, 2025 on the Company's Amended Registration Statement on Form F-4 previously filed on September 11, 2025 (the
"Registration Statement").

 Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 5 to Registration Statement on Form F-4 (the "Revised Registration Statement
No. 5") with exhibits via EDGAR to the Commission for review.

 The Company has responded
to the Staff's comments by revising the Registration Statement to address the comments. The Staff's comments are repeated
below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Revised Registration Statement No. 5.

 Amendment No. 4 to Form F-4

 Dilution to the Shareholders of Aimei Health, page 183

 1. Please update your dilution table, here and on page 34, to reflect Aimei Health's updated financial information
as of June 30, 2025. Refer to Item 1604(c) of Regulation S-K.

 Response: In response to the Staff's
comment, we have revised the dilution table on pages 34 and 183 in the Revised Registration Statement No. 5.

 Exhibits

 2. We note the assumption number 5 that "the sole director and shareholders of the Company have not
taken any steps to have the Company struck off or placed in liquidation..." It is not appropriate for counsel to include in its opinion
assumptions that assume any of the material facts underlying the opinion. Please revise this assumption or explain. Refer to Section II.B.3.a
of Staff Legal Bulletin No. 19.

 Response: In response to the Staff's comment, we
have removed assumption number 5 from Exhibit 5.1 in the Revised Registration Statement No. 5.

 3. Please reconcile the tax opinion filed as Exhibit 8.1, which states that "the exchange of Purchaser
Ordinary Shares for Pubco Class A Ordinary Shares, pursuant to the Transactions, should qualify as part of an exchange governed by Sections
351(a) and 368(a) of the Code" with the disclosure on page 172 that the transactions "will" qualify as an exchange.
Please also revise the disclosure beginning on page 174 to clearly reflect the opinion of Hunter Taubman Fischer & Li as it relates
to Section 368(a) of the Code.

 Response: In response to the Staff's comment, we
have revised our disclosure on pages 172 and 173 of the Revised Registration Statement No. 5 accordingly.

 Thank you for your assistance
in this matter. You may contact the undersigned by phone at +1 (650)513-2555 (ext. 103) or via e-mail at laimeng@magstonelaw.com.

 Very truly yours,

 /s/ Meng Lai

 Meng (Mandy) Lai

 cc:
 Ms. Xia Ma, Chief Executive Officer

 United Hydrogen Global Inc.

 Mr. Yue (Mark) Li, Esq.

 MagStone Law, LLP

<DOCUMENT>
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<TEXT>
 September 12, 2025

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.
 Amended Registration Statement on Form F-4
 Filed September 12, 2025
 File No. 333-284430
Dear Xia Ma and Xia Ma:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
 September 12, 2025
Page 2

Amendment No. 4 to Form F-4
Dilution to the Shareholders of Aimei Health, page 183

1. Please update your dilution table, here and on page 34, to reflect Aimei
Health's
 updated financial information as of June 30, 2025. Refer to Item 1604(c)
of
 Regulation S-K.
Exhibits

2. We note the assumption number 5 that "the sole director and shareholders
of the
 Company have not taken any steps to have the Company struck off or
placed in
 liquidation..." It is not appropriate for counsel to include in its
opinion assumptions
 that assume any of the material facts underlying the opinion. Please
revise this
 assumption or explain. Refer to Section II.B.3.a of Staff Legal Bulletin
No. 19.
3. Please reconcile the tax opinion filed as Exhibit 8.1, which states that
"the exchange
 of Purchaser Ordinary Shares for Pubco Class A Ordinary Shares, pursuant
to the
 Transactions, should qualify as part of an exchange governed by Sections
351(a) and
 368(a) of the Code" with the disclosure on page 172 that the
transactions "will"
 qualify as an exchange. Please also revise the disclosure beginning on
page 174 to
 clearly reflect the opinion of Hunter Taubman Fischer & Li as it relates
to Section
 368(a) of the Code.
 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Jeffrey Gabor at
202-551-2544 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Meng (Mandy) Lai, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 UNITED HYDROGEN GLOBAL INC.

 UNITED HYDROGEN GROUP
INC.

 3RD FLOOR, BUILDING 3, NO. 715 YINGSHUN ROAD

 QINGPU DISTRICT, SHANGHAI

 THE PEOPLE'S REPUBLIC OF CHINA, 201799

 VIA EDGAR

 August 7,
2025

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee, Jennifer Monick, Jaffrey
Gabor, Pam Howell

 Re: United Hydrogen Global Inc.

 United Hydrogen Group Inc.

 Amended Registration Statement on Form F-4

 Filed July 2, 2025

 File No. 333-284430

 Dear Sir/Madam:

 On behalf of our clients,
United Hydrogen Global Inc. and United Hydrogen Group Inc., each an exempted company incorporated in the Cayman Islands (collectively,
the "Company"), we hereby submit to the staff (the "Staff") of the U.S. Securities and Exchanges Commission (the
"Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter
dated July 28, 2025 on the Company's Amended Registration Statement on Form F-4 previously filed on July 2, 2025 (the "Registration
Statement").

 Concurrently with the submission
of this letter, the Company is submitting its Amendment No. 3 to Registration Statement on Form F-4 (the "Revised Registration Statement
No. 3") with exhibits via EDGAR to the Commission for review.

 The Company has responded
to the Staff's comments by revising the Registration Statement to address the comments. The Staff's comments are repeated
below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Revised Registration Statement No. 3.

 Amendment No. 2 to Registration Statement on Form F-4

 Unaudited Pro Forma Combined Balance Sheet Adjustments, page 167

 1. We note your revisions to your adjustment, such that you now
deduct the full amount of cash payments of professional expenses of $1.4 million against additional paid-in capital. We further note
your disclosure that these professional fees include audit expenses. Please tell us how you determined audit expenses should be deducted
against additional paid-in capital.

 Response : In response to the Staff's
comment, we clarified that the professional expenses of $1.4 million did not include audit expenses. We have revised our disclosure on
page 167in Revised Registration Statement No. 3, stating that "The professional expenses were comprised of legal expenses, financial
advisory expenses, fairness opinion expenses and other service fees."

 Comparative Share Information, page 170

 2. We note you disclose a $(4,183,768) net loss for the year
ended December 31, 2024 in the Pro Forma Combined Assuming No Redemptions into Cash column in the table at the bottom of page 170. Please
revise this amount for consistency with your Unaudited Pro Forma Combined Statement of Operations on page 168, or advise.

 Response: In response to the Staff's comment, we
have revised the amount of net loss for the year ended December 31, 2024 in the Pro Forma Combined Assuming No Redemptions into Cash column
in the table on page 170 in Revised Registration Statement No. 3.

 Aimei Health Management's Discussion and Analysis of Financial
Condition and Results of Operations Controls and Procedures, page 204

 3. We note the Form 10-K for Aimei Health Technology Co., Ltd
stated that it did not maintain effective internal control over financial reporting as of December 31, 2024, due to the material weakness
in its 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. Please revise your Form F-4 to also disclose
this information.

 Response: In response to the Staff's comment, we
have revised our disclosure on page 204 in Revised Registration Statement No. 3 to include the disclosure of " our disclosure
controls and procedures were not effective, 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 ."

 1

 Industry Overview of Hydrogen Energy,
page 205

 4. We note the statement that "the information and data
presented below may not reflect market conditions as of the date of this proxy statement/prospectus." As it is not appropriate for
the company to directly or indirectly disclaim liability for information in the registration statement, please remove such disclosure
or include a sentence confirming that the company is responsible for all of the disclosure in the registration statement.

 Response: In response to the Staff's comment, we
have removed such disclosure on page 205.

 United Hydrogen Management's Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources, page 244

 5. We note your disclosure that you have negotiated with your
customers on the collection of payments and they agreed to make payments before June 30, 2025, and that you will make payments to your
suppliers once you get paid from your customers. Please tell us what consideration you gave to disclosing the amount of accounts receivable
collected and accounts payable paid subsequent to December 31, 2024 and prior to the date of your filing. Refer to Item 303 of Regulation
S-X.

 Response: In response to the Staff's comment, we
have revised our disclosure on page 244 to disclose the amount of accounts receivable collected and accounts payable paid subsequent to
December 31, 2024 and prior to the date of the Company's filing.

 6. We note the second consent within Exhibit 23.3 related to
the financial statements of United Hydrogen Group Inc. refers to the related Prospectus of United Hydrogen Group Inc. Please have your
auditor revise their consent to refer to the related Prospectus of United Hydrogen Global Inc.

 Response : In response to the Staff's comment,
we have included the auditor's consent related to United Hydrogen Global Inc. financial statements as Exhibit 23.3.

 2

 Thank you for your assistance
in this matter. You may contact the undersigned by phone at +1 (650)513-2555 (ext. 103) or via e-mail at laimeng@magstonelaw.com.

 Very truly yours,

 /s/ Meng Lai

 Meng (Mandy) Lai

 cc:
 Ms. Xia Ma, Chief Executive Officer

 United Hydrogen Global Inc.

 Mr. Yue (Mark) Li, Esq.

 MagStone Law, LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

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.
 Amended Registration Statement on Form F-4
 Filed July 2, 2025
 File No. 333-284430
Dear Xia Ma and Xia Ma:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
 July 28, 2025
Page 2

Amendment No. 2 to Registration Statement on Form F-4
Unaudited Pro Forma Combined Balance Sheet Adjustments, page 167

1. We note your revisions to your adjustment e, such that you now deduct
the full
 amount of cash payments of professional expenses of $1.4 million against
additional
 paid-in capital. We further note your disclosure that these professional
fees include
 audit expenses. Please tell us how you determined audit expenses should
be deducted
 against additional paid-in capital.
Comparative Share Information, page 170

2. We note you disclose a $(4,183,768) net loss for the year ended December
31, 2024 in
 the Pro Forma Combined Assuming No Redemptions into Cash column in the
table at
 the bottom of page 170. Please revise this amount for consistency with
your
 Unaudited Pro Forma Combined Statement of Operations on page 168, or
advise.
Aimei Health Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Controls and Procedures, page 204

3. We note the Form 10-K for Aimei Health Technology Co., Ltd stated that
it did not
 maintain effective internal control over financial reporting as of
December 31,
 2024, due to the material weakness in its 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. Please revise your Form F-4 to also disclose this
information.
Industry Overview of Hydrogen Energy, page 205

4. We note the statement that "the information and data presented below may
not reflect
 market conditions as of the date of this proxy statement/prospectus." As
it is not
 appropriate for the company to directly or indirectly disclaim liability
for information
 in the registration statement, please remove such disclosure or include
a sentence
 confirming that the company is responsible for all of the disclosure in
the registration
 statement.
United Hydrogen Management's Discussion and Analysis of Financial Condition and
Results
of Operations
Liquidity and Capital Resources, page 244

5. We note your disclosure that you have negotiated with your customers on
the
 collection of payments and they agreed to make payments before June 30,
2025, and
 that you will make payments to your suppliers once you get paid from
your
 customers. Please tell us what consideration you gave to disclosing the
amount of
 accounts receivable collected and accounts payable paid subsequent to
December 31,
 2024 and prior to the date of your filing. Refer to Item 303 of
Regulation S-X.
 July 28, 2025
Page 3
Exhibits

6. We note the second consent within Exhibit 23.3 related to the financial
statements
 of United Hydrogen Group Inc. refers to the related Prospectus of United
Hydrogen
 Group Inc. Please have your auditor revise their consent to refer to the
related
 Prospectus of United Hydrogen Global Inc.

 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Jeffrey Gabor at
202-551-2544 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Meng (Mandy) Lai, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

UNITED HYDROGEN GLOBAL INC.

UNITED HYDROGEN GROUP
INC.

3RD FLOOR, BUILDING 3, NO. 715 YINGSHUN ROAD

QINGPU DISTRICT, SHANGHAI

THE PEOPLE’S REPUBLIC OF CHINA, 201799

VIA EDGAR

March 5, 2025

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric McPhee, Jennifer Monick, Jaffrey
Gabor, Brigitte Lippmann

    Re:
    United Hydrogen Global Inc.

United Hydrogen Group Inc.

Registration Statement on Form F-4

Submitted January 23, 2025

File No. 333-284430

Dear Sir/Madam:

On behalf of our clients,
United Hydrogen Global Inc. and United Hydrogen Group Inc., each an exempted company incorporated in the Cayman Islands (collectively,
the “Company”), we hereby submit to the staff (the “Staff”) of the U.S. Securities and Exchanges Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter
dated February 5, 2025 on the Company’s Registration Statement on Form F-4 previously filed on January 23, 2025 (the “Registration
Statement”).

Concurrently with the submission
of this letter, the Company is submitting its Amendment No.1 to Registration Statement on Form F-4 (the “Revised Registration Statement
No. 1”) with exhibits via EDGAR to the Commission for review.

The Company has responded
to the Staff’s comments by revising the Registration Statement to address the comments. The Staff’s comments are repeated
below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings
set forth in the Revised Registration Statement No. 1.

Amendment No. 1 to Registration Statement on
Form F-4

Certain United Hydrogen Projected Financial Information,
page 146

    1.
    We note your response to prior comment 7. We note the additional disclosure, including on page 149 that “as of December 31, 2024, United Hydrogen management estimates that approximately US$49.4 million in unaudited revenue was earned in 2024.” In light of this additional information, your disclosure explaining how United Hydrogen affirms its projected revenue of $96 million for the fiscal year ending 2024 is still unclear. Please revise to provide additional clarity as to how you determined these projections still reflect management’s view about its future performance as of the most recent practicable date.

Response: In response to the Staff’s
comment, based on United Hydrogen’s recent business developments and the unaudited management data for 2024, United Hydrogen believes
that the original projections no longer reflect management’s views about its future performance as of the most recent practicable
date; accordingly, an updated projections have been provided. In this regard, we have revised our disclosure on pages 145–148 and
pages 151–153 of the Revised Registration Statement No. 1.

United Hydrogen’s Executive Compensation,
page 256

    2.
    Please update the disclosure to include the most recent fiscal year ended December 31, 2024. See Item 6.B of Form 20-F as required by Item 18(a)(7)(ii) of Form F-4.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 258 of the Revised Registration Statement No. 1 to include United Hydrogen’s executive
compensation for the most recent fiscal year ended December 31, 2024.

Exhibits

    3.
    Please amend your filing to include a consent from your auditor related to the United Hydrogen Global Inc. financial statements. Refer to Item 601 of Regulation S-K.

Response: In response to the Staff’s
comment, we have included the auditor’s consent related to United Hydrogen Global Inc. financial statements as Exhibit 23.3.

    2

Thank you for your assistance
in this matter. You may contact the undersigned by phone at +1 (650)513-2555 (ext. 103) or via e-mail at laimeng@magstonelaw.com.

    Very truly yours,

    /s/ Meng Lai

    Meng (Mandy) Lai

    cc:
    Ms. Xia Ma, Chief Executive Officer

    United Hydrogen Global Inc.

    Mr. Yue (Mark) Li, Esq.

    MagStone Law, LLP

    3

February 5, 2025
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.
Registration Statement on Form F-4
Filed January 23, 2025
File No. 333-284430
Dear Xia Ma and Xia Ma:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed January 23, 2025
Certain United Hydrogen Projected Financial Information, page 146
We note your response to prior comment 7. We note the additional disclosure,
including on page 149 that "as of December 31, 2024, United Hydrogen management 1.

February 5, 2025
Page 2
estimates that approximately US$49.4 million in unaudited revenue was earned in
2024." In light of this additional information, your disclosure explaining how United
Hydrogen affirms its projected revenue of $96 million for the fiscal year ending 2024
is still unclear. Please revise to provide additional clarity as to how you determined
these projections still reflect management's view about its future performance as of the
most recent practicable date.
United Hydrogen's Executive Compensation, page 256
2.Please update the disclosure to include the most recent fiscal year ended December
31, 2024. See Item 6.B of Form 20-F as required by Item 18(a)(7)(ii) of Form F-4
Exhibits
3.Please amend your filing to include a consent from your auditor related to the United
Hydrogen Global Inc. financial statements. Refer to Item 601 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Meng (Mandy) Lai, Esq.

CORRESP
1
filename1.htm

UNITED HYDROGEN GLOBAL INC.

UNITED HYDROGEN GROUP
INC.

3RD FLOOR, BUILDING 3, NO. 715 YINGSHUN ROAD

QINGPU DISTRICT, SHANGHAI

THE PEOPLE’S REPUBLIC OF CHINA, 201799

VIA EDGAR

January 23, 2025

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric McPhee, Jennifer Monick, Jaffrey
Gabor, Brigitte Lippmann

 Re: United
Hydrogen Global Inc.

 United Hydrogen Group Inc.

 Amendment No. 3 to

 Draft Registration Statement on Form F-4

 Submitted December 17, 2024

 CIK No. 0002032241

Dear Sir/Madam:

On behalf of our clients,
United Hydrogen Global Inc. and United Hydrogen Group Inc., each an exempted company incorporated in the Cayman Islands (collectively,
the “Company”), we hereby submit to the staff (the “Staff”) of the U.S. Securities and Exchanges Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter
dated January 2, 2025 on the Company’s Revised Draft Registration Statement on Form F-4 previously submitted on December 17, 2024
(the “Revised Draft Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting its revised draft registration statement No. 4 on Form F-4 (the “Revised Draft Registration
Statement No. 4”) with exhibits via EDGAR to the Commission for review.

The Company has responded
to the Staff’s comments by revising the Revised Draft Registration Statement to address the comments, or by providing an explanation
if the Company has not so revised the Revised Draft Registration Statement. The Staff’s comments are repeated below in bold and
are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in
the Revised Draft Registration Statement No. 4.

Amendment No. 3 to Draft Registration Statement
on Form F-4

Certain United Hydrogen Projected Financial Information,
page 146

 1. We note your response to prior comment 7. However, your disclosure
explaining how United Hydrogen affirms its projected revenue of $96 million for the fiscal year ending 2024 is still unclear. Please
clarify the following:

 ● Quantify how much of the contracts worth $74.6 million is expected
to be earned as revenue in 2024.

 ● With respect to your new disclosure on page 149, disclose whether
these five construction contracts that are “nearing completion” will be completed in 2024.

 ● You state that the timeline for completing a hydrogen production
plant spans 9 to 18 months, while for hydrogen refueling stations, the process generally takes 2 to 12 months. Explain how this process
relates to the five construction contracts and how these timelines relate to earning revenue; specifically, if and how these contracts
will generate revenue in 2024.

 ● You disclose that potential pending contracts or letters of intent
totaling $46.7 million account for estimated revenue in 2024 and that the execution timelines for these contracts are expected to be
shorter than those for construction-related contracts. Quantify the amount of revenues for these contracts that have been completed in
2024.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 149 and 150 of the Revised Draft Registration Statement No. 4.

Dilution to the Shareholders of Aimei
Health, page 183

 2. We note your response to prior comment 9. Given that the business
combination transaction itself would appear to have an additional dilutive impact beyond what is currently reflected in your tabular
dilution disclosure, please include appropriate disclosure elsewhere in your filing (e.g., risk factor disclosure) and consider updating
any disclosure that refers to the tabular dilution disclosure for an illustration of the dilutive effect of the business combination
(e.g., page 129), as that tabular disclosure no longer provides an illustration of the dilutive effect of the business combination.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 80, 129 and 184 of the Revised Draft Registration Statement No. 4 to provide an illustration
of the dilutive effect of the business combination.

 3. We have reviewed your response to prior comment 10 and your revised
disclosures. While we note your disclosure elsewhere that you do not intend to pursue any PIPE Investment prior to the consummation of
the Business Combination, to the extent such investment is possible, please revise your disclosure outside of the table here and on page
35 to discuss potential PIPE Investments and any other material potential sources of dilution not included in the table. Please refer
to Item 1604(c) of Regulation S-K.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 81, 129 and 184 of the Revised Draft Registration Statement No. 4 to discuss material
sources of dilution and the fact that Aimei Health and United Hydrogen do not intend to pursue any PIPE Investment prior to the consummation
of the Business Combination.

    2

Experts, page 286

 4. We note your revisions to your filing in response to prior comment
14. Please revise your expert section to reference the audited financial statements of United Hydrogen Global Inc.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 286 of the Revised Draft Registration Statement to reference the audited financial statements
of United Hydrogen Global Inc.

United Hydrogen Global Inc. Audited
Financial Statements

Report of Independent Registered
Public Accounting Firm, page F-76

 5. We note your response to prior comment 14 and your inclusion
of an audit report. The audit report references United Hydrogen Group Inc.; however, such financial statements are for United Hydrogen
Global Inc. Please have your auditor revise their report to reference the correct entity.

Response: In response
to the Staff’s comment, we have revised our report to reference the correct entity on page F-76 of the Revised Draft Registration
Statement No. 4

    3

Thank you for your assistance
in this matter. You may contact the undersigned by phone at +1 (650)513-2555 (ext. 103) or via e-mail at laimeng@magstonelaw.com.

    Very truly yours,

    /s/ Meng Lai

    Meng (Mandy) Lai

    cc:
    Ms. Xia Ma, Chief Executive Officer

    United Hydrogen Global Inc.

    Mr. Yue (Mark) Li, Esq.

    MagStone Law, LLP

4

January 2, 2025
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. 3 to
Draft Registration Statement on Form F-4
Submitted December 17, 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 November 25, 2024 letter.

January 2, 2025
Page 2
Amendment No. 3 to Draft Registration Statement on Form F-4
Certain United Hydrogen Projected Financial Information, page 146
1.We note your response to prior comment 7. However, your disclosure explaining how
United Hydrogen affirms its projected revenue of $96 million for the fiscal year
ending 2024 is still unclear. Please clarify the following:
•Quantify how much of the contracts worth $74.6 million is expected to be earned
as revenue in 2024.
•With respect to your new disclosure on page 149, disclose whether these five
construction contracts that are "nearing completion" will be completed in 2024.
•You state that the timeline for completing a hydrogen production plant spans 9 to
18 months, while for hydrogen refueling stations, the process generally takes 2 to
12 months. Explain how this process relates to the five construction contracts and
how these timelines relate to earning revenue; specifically, if and how these
contracts will generate revenue in 2024.
•You disclose that potential pending contracts or letters of intent totaling $46.7
million account for estimated revenue in 2024 and that the execution timelines for
these contracts are expected to be shorter than those for construction-related
contracts. Quantify the amount of revenues for these contracts that have been
completed in 2024.
Dilution to the Shareholders of Aimei Health, page 183
2.We note your response to prior comment 9. Given that the business combination
transaction itself would appear to have an additional dilutive impact beyond what is
currently reflected in your tabular dilution disclosure, please include appropriate
disclosure elsewhere in your filing (e.g., risk factor disclosure) and consider updating
any disclosure that refers to the tabular dilution disclosure for an illustration of the
dilutive effect of the business combination (e.g., page 129), as that tabular disclosure
no longer provides an illustration of the dilutive effect of the business combination.
3.We have reviewed your response to prior comment 10 and your revised disclosures.
While we note your disclosure elsewhere that you do not intend to pursue any PIPE
Investment prior to the consummation of the Business Combination, to the extent such
investment is possible, please revise your disclosure outside of the table here and on
page 35 to discuss potential PIPE Investments and any other material potential sources
of dilution not included in the table. Please refer to Item 1604(c) of Regulation S-K.
Experts, page 286
4.We note your revisions to your filing in response to prior comment 14. Please revise
your expert section to reference the audited financial statements of United Hydrogen
Global Inc.
United Hydrogen Global Inc. Audited Financial Statements
Report of Independent Registered Public Accounting Firm, page F-76
We note your response to prior comment 14 and your inclusion of an audit report. The 5.

January 2, 2025
Page 3
audit report references United Hydrogen Group Inc.; however, such financial
statements are for United Hydrogen Global Inc. Please have your auditor revise their
report to reference the correct entity.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.
Please contact Brigitte Lippmann at 202-551-3713 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Meng (Mandy) Lai, Esq.

November 25, 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. 2 to
Draft Registration Statement on Form F-4
Submitted November 12, 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 October 18, 2024 letter.

November 25, 2024
Page 2
Amendment No. 3 to Draft Registration Statement on Form F-4
License and Approvals Required from the PRC Authorities for Business Operations and
Transactions, page 39
1.We note your response to prior comment 9 and partially reissue. Please disclose each
permission or approval that United Hydrogen, and any subsidiaries are required to
obtain from Chinese authorities to operate your business.  Please 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.
Summary Risk Factors
Risks Relating to Doing Business in the PRC, page 40
2.We partially reissue prior comment 11. Please revise to expand your disclosure to
describe further the significant regulatory and enforcement risks with cross-references
for each risk factor 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, which could result in a material change in your operations and/or the value
of the securities you are registering for sale.
Selected Historical Financial Information of United Hydrogen, page 48
3.We note your presentation of Selected Historical Financial Information of United
Hydrogen as of and for the years ended December 31, 2023 and 2022. Please revise to
also include any additional periods presented in your filing (e.g., as of and for the six
months ended June 30, 2024).
Selected Comparable Group Companies, page 137
4.We note the revisions made in response to prior comment 14 and reissue the
comment. Please revise to provide a discussion of the current differences between
United Hydrogen and the companies identified as comparable to United Hydrogen.
For example, we note that many of these companies are larger and more mature. Your
revisions focus upon your projections for United Hydrogen rather than the current
differences between United Hydrogen and the selected comparable companies.
Financial Implications, page 143
5.We have reviewed your response to prior comment 19 and your revised disclosure. It
is unclear what combined balance sheet as of December 31, 2023 you are referring to
in your disclosure. Additionally, we note that the difference in the amount of cash
between the two possible scenarios proposed is $134.5 million, an amount far in
excess of the cash held in trust escrow account by Aimei Health as of June 30, 2024.
Please revise your disclosure to clarify the financial statement you are referring to,
and to correct the amounts of the potential change in cash for the scenarios proposed.

November 25, 2024
Page 3
Certain United Hydrogen Projected Financial Information, page 144
6.We note the revisions made in response to prior comment 17 and partially reissue.
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.
For example, your disclosure regarding 634% revenue growth in 2023 to 2024
describes a number of construction projects. Please disclose whether you had entered
into any contracts or negotiations for the construction projects, the estimated financing
needed to complete these projects, the estimated time to complete the projects and
whether the company had or could obtain sufficient workers to complete the projects
within the time frames identified.
7.We note the revisions made in response to prior comment 18 and reissue. Please tell
us how United Hydrogen continues to affirm its projections. We note the added
disclosure regarding the signed contracts and potential pending contracts or letters of
intent as of September 2024 as support for the projected growth. Given the time
necessary to complete signed contracts and the limited time remaining to sign and
complete potential pending contracts, please clarify how these contracts and pending
potential contracts support your disclosed projections for 2024. Additionally, please
describe in your filing how you determined you have capacity to fulfill your
obligations under the signed contract and potential pending contracts or letters of
intent to be able to earn such revenue in 2024.
Material US Federal Income Tax Considerations, page 169
8.We note the revisions made in response to prior comment 22. In light of the disclosure
that the opinion of counsel is that the business combination should qualify as an
exchange governed by Section 351(a) of the Code, please revise to discuss the
assumptions upon which the opinion is based, explain why counsel cannot give a will
opinion and describe the degree of uncertainty.  For guidance see Staff Legal Bulletin
19 Section III.C.3 and 4. In addition, we note that counsel is unable to opine upon the
potential tax consequences of the business combination under Section 368(a) of the
Code or under the rules governing PFIC. Please clearly explain the uncertainty and
why counsel cannot offer an opinion. Please add risk factor disclosures.
Dilution to the Shareholders of Aimei Health, page 180
We note your response to prior comment 23 and your revised disclosure. We note that
your tabular dilution disclosure includes the impact from the business combination
(i.e., de-SPAC transaction) by reflecting the increase in net tangible book value for
merger with United Hydrogen in the numerator and the issuance of ordinary shares to
United Hydrogen shareholders in Business Combination in the denominator. Please
revise to remove the impact of the de-SPAC transaction from your tabular dilution
disclosure here and on page 35. Please refer to Item 1604(c) of Regulation S-K. In
addition, given that the business combination transaction would appear to have an
additional dilutive impact beyond what will be reflected in your to be revised tabular
dilution disclosure, please include appropriate disclosure elsewhere in your filing
(e.g., risk factor disclosure) and consider updating any disclosure that refers to the
tabular dilution disclosure for an illustration of the dilutive effect of the business 9.

November 25, 2024
Page 4
combination (e.g., page 127).
10.We have reviewed your response to prior comment 23 and your revised disclosure.
Please further revise your disclosure outside of the table here and on page 35 to
describe any other material potential sources of dilution not included in the table (e.g.,
equity incentive plan, PIPE Investments). Please refer to Item 1604(c) of Regulation
S-K.
United Hydrogen Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Components of Results of Operations, page 234
11.We note you began recording revenue from sales of hydrogen gas during 2024. Please
revise your filing to describe the nature of the cost of revenue related to sales of
hydrogen gas. Your revisions should include, but not be limited to, if such hydrogen
gas is purchased from suppliers or produced.
Results of Operations, page 237
12.We note your response to prior comment 24 and your revised disclosure. Please
further revise your filing to clarify your basis for your statement that you expect your
gross profit margin will increase as your revenue increases, which will lead to
economies of scale. Alternatively, please revise to remove such disclosure.
Liquidity and Capital Resources, page 244
13.We note your disclosure that you estimate that you will not require additional
financing to meet your obligations and execute your business plan over the next
12 months. This appears to contrast with your disclosure within your projections on
page 146 that notes that your financial projections are anticipated to require
approximately US $75M additional financing in the next two years. Please revise your
disclosure to clarify this apparent discrepancy.
Financial Statements, page F-1
14.We note your response to prior comment 31 and your unaudited  financial statements
of United Hydrogen Global Inc. Please provide audited financial statements of United
Hydrogen Global Inc. in your next amendment.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Meng (Mandy) Lai, Esq.

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

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