What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-13 · 306 added, 212 removed, 363 unchanged (59% of the section changed)

2 unchanged sentences

BALANCE SHEETS

Due from a related company

current assets

and marketable securities held in Trust Account

TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT

June 30, 2024

December 31, 2023

Prepaid expenses

Total current assets

Cash and marketable securities held in Trust Account

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

underwriting compensation

and contingencies

shares, subject to possible redemption.

6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.26 and $ 10.13

as of March 31, 2024 and December 31, 2023, respectively

Stockholders’

shares, $ 0.0001 par value;

Accrued expenses

Due to a related company

Total current liabilities

Deferred underwriting compensation

TOTAL LIABILITIES

Commitments and contingencies

Ordinary shares, subject to possible redemption.

6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.39 and $ 10.13 as of June 30, 2024 and December 31, 2023, respectively

Shareholders’ deficit:

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

2,126,000 and 2,126,000 shares issued and outstanding as of March 31, 2024

and December 31, 2023, respectively (excluding 6,900,000 and 6,900,000 shares subject to possible redemption, respectively)

Stockholders’ Deficit

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT

2,126,000 and 2,126,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively (excluding 6,900,000 and 6,900,000 shares subject to possible redemption, respectively)

Accumulated deficit

Total Shareholders’ Deficit

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

accompanying notes to unaudited financial statements.

HEALTH TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

and operating costs

STATEMENTS OF OPERATIONS

Three months ended

June 30, 2024

Period from April 27, 2023 (inception) to

June 30, 2023

Six months ended

June 30, 2024

Period from April 27, 2023 (inception) to

June 30, 2023

Formation and operating costs

$ ( 462,746 )

Other income:

Interest earned on investments held in trust

and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

and diluted net income per ordinary shares subject to possible redemption

and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption

and diluted net income per share, ordinary shares not subject to possible redemption

Total other income

NET INCOME (LOSS)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per ordinary shares subject to possible redemption

and diluted weighted average shares outstanding, ordinary shares attributable to not subject to possible redemption (1)

Basic and diluted net income (loss) per share, ordinary shares attributable to not subject to possible redemption

of June 30, 2023 excludes up to an aggregate of 187,500 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their

over-allotment option on December 6, 2023, no founder shares are currently subject to forfeiture for June 30, 2024.

accompanying notes to unaudited financial statements.

HEALTH TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

shareholders’

Months Ended March 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Stockholders’

as of December 31, 2023

$ ( 134,337 )

Six Months Ended June 30, 2024

Ordinary shares

Shareholders’

Balance as of December 31, 2023

$ ( 134,337 ) -

$ ( 134,124 )

Remeasurement of ordinary shares subject to possible redemption

( 909,132 ) -

Remeasurement of

common stock subject to possible redemption

Balance as of March 31, 2024

1 unchanged sentence

$ ( 287,756 )

$ ( 287,969 )

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2024

( 597,083 ) -

Stockholders’

For The Period From April 27, 2023 (Inception) June 30, 2023

Ordinary shares

Shareholders’

Balance – April 27, 2023 (inception)

of Founder Shares to Sponsor for subscription receivable (1)

Net Income (loss)

Balance – June 30, 2023

of June 30, 2023 excludes up to an aggregate of 187,500 ordinary shares subject to forfeiture to the extent that the underwriters’

over-allotment option is not exercised in full or in part (see Note 5).

As a result of the underwriters’ full exercise of their

over-allotment option on December 6, 2023, no founder shares are currently subject to forfeiture for June 30, 2024.

accompanying notes to unaudited financial statements.

HEALTH TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

flows from operating activities:

to reconcile net income to net cash used in operating activities:

Interest earned on investments held in trust

in operating assets and liabilities:

in prepayment

in amount due from related company

in accrued expenses

cash used in operating activities

CHANGE IN CASH

BEGINNING OF PERIOD

END OF PERIOD

investing and financing activities

Remeasurement of common stock subject to possible redemption

STATEMENTS OF CASH FLOWS

Six Months Ended

For The Period from April 27, 2023 (Inception)

June 30, 2024

June 30, 2023

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned in on investments held in trust

( 1,827,338 )

Change in operating assets and liabilities:

Formation casts paid by Sponsor under Promissory Note – Related Party

Prepaid expenses

Due to a related company

Accrued expenses

Net cash used in operating activities

NET CHANGE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Non-cash investing and financing activities

Remeasurement of ordianry shares subject to possible redemption

Deferred offering costs included in promissory note

Issuance of Founder Shares to Sponsor for subscription receivable

accompanying notes to unaudited financial statements.

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The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization,

reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

reorganization or similar business combination with one or more businesses or entities.

there is no restriction or limitation on what industry its target operates in, it is the Company’s intention to pursue prospective

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and in drug and device technology development as well as diagnostic and other services.

of March 31, 2024, the Company had not yet commenced any operations.

All activities through March 31, 2024 related to the Company’s

of June 30, 2024, the Company had not yet commenced any operations.

All activities through June 30, 2024 related to the Company’s

formation and the Initial Public Offering (as defined below).

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as described below.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

of its initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination

or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek shareholder approval of

a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how

they vote for the Business Combination.

If a vote is held to approve such an initial Business Combination, the Company will consummate

such initial business combination only if the Company has the affirmative vote of a majority of the shareholders who attend and vote

at a general meeting of the Company.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the

completion of its initial business combination either (i) in connection with a shareholder meeting called to approve the initial

business combination or (ii) by means of a tender offer.

In connection with a proposed business combination, the Company may seek

shareholder approval of a business combination at a meeting called for such purpose at which shareholders may seek to redeem their

shares, regardless of how they vote for the business combination.

If a vote is held to approve such an initial business combination,

the Company will consummate such initial business combination only if the Company has the affirmative vote of a majority of the

shareholders who attend and vote at a general meeting of the Company.

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

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of applicable law .

underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds

held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is

possible that the per share value of the assets remaining available for distribution will be less than the offering price per Unit ($ 10.00 ).

underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the

Company does not complete a business combination within the Combination Period and, in such event, such amounts will be included

with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such

distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the

offering price per Unit ($ 10.00 ).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

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in the Trust Account.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

June 19, 2024, the Company entered into a definitive Business Combination Agreement (the “Merger Agreement”) for a

business combination with (i) United Hydrogen Group Inc., an exempted company incorporated with limited liability in the Cayman

Islands (“United Hydrogen”), (ii) United Hydrogen Global Inc., an exempted company incorporated with limited liability

in the Cayman Islands (“Pubco”), (iii) United Hydrogen Victor Limited, an exempted company incorporated with limited

liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”);

(iv) United Hydrogen

Worldwide Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of

Pubco (“Second Merger Sub” and, together with Pubco and First Merger Sub, each, individually, an “Acquisition

Entity” and, collectively, the “Acquisition Entities”);

and (v) Aimei Investment Ltd., a Cayman Islands exempted

company, in the capacity as, from and after the closing of the transactions contemplated by the Merger Agreement (the

“Closing”), the representative for the Company and its shareholders (the “Sponsor”).

to the Merger Agreement, subject to the terms and conditions set forth therein, (i) First Merger Sub will merge with and into the United

Hydrogen (the “First Merger”), whereby the separate existence of First Merger Sub will cease, and United Hydrogen will be

the surviving corporation of the First Merger and become a wholly-owned subsidiary of Pubco;

and (ii) following confirmation of the effective

filing of the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into

the Company (the “Second Merger”, and together with the First Merger, the “Mergers”), whereby the separate existence

of Second Merger Sub will cease, and the Company will be the surviving corporation of the Second Merger as a wholly-owned subsidiary

and Capital Resources

of March 31, 2024, the Company had $ 413,747 in its operating bank account, $ 70,798,980 in its Trust Account and working capital of $ 402,244 .

of June 30, 2024, the Company had $ 157,505 in its operating bank account, $ 71,717,186 in its Trust Account and working capital of $ 93,130 .

Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through (i) the payment of $ 25,000

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defined in Note 5).

As of March 31, 2024, there were no amounts outstanding under any Working Capital Loan.

the period of time to complete a business combination, the Company will be using the funds held outside of the Trust Account for paying

existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on

prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,

negotiating and consummating the Business Combination.

As of June 30, 2024, there were no amounts outstanding under any Working Capital Loan.

the period of time to complete a business combination, the Company will be using the funds held outside of the Trust Account for

paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due

diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire,

and structuring, negotiating and consummating the business combination.

Concern Consideration

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accompanying unaudited financial statements have been prepared in accordance with U.S.

GAAP for interim financial statements and

Article 8 of Regulation S-X.

GAAP for interim financial statements and Article

8 of Regulation S-X.

They do not include all of the information and notes required by U.S.

GAAP for complete financial

The unaudited financial statements as of March 31, 2024 should be read in conjunction with the Company’s financial

statements and notes thereto for the period from inception through December 31, 2023, included in the Company’s Annual Report on Form

Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they

do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,

or cash flows.

In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of

a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows

for the periods presented.

The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be

expected for the year ending December 31, 2024 or for any future periods.

GAAP for complete financial statements.

unaudited financial statements as of June 30, 2024 should be read in conjunction with the Company’s financial statements and notes

thereto for the period from inception through December 31, 2023, included in the Company’s Annual Report on Form 10K.

Certain information

or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted,

pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The interim results for

the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024

or for any future periods.

● Emerging growth company

5 unchanged sentences

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

22 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of March 31, 2024 and December 31, 2023.

and marketable securities held in Trust Account

of March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

The Company did no t have any cash equivalents as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, the

cash balance was $ 157,505 and $ 580,717 , respectively.

● Cash and investment held in trust account

of June 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Securities

7 unchanged sentences

The estimated fair value of investments held in Trust Account are determined using available market

As of March 31, 2024 and December 31, 2023, the estimated fair value of investments held in Trust Account was $ 70,798,980

As of June 30, 2024 and December 31, 2023, the estimated fair value of investments held in Trust Account was $ 71,717,186

and $ 69,889,848 , respectively.

● Ordinary shares subject to possible redemption

of the 6,900,000

ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the

redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer

in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated

certificate of incorporation.

In accordance with Accounting Standards Codification (“ASC”) 480, conditionally redeemable

ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or

subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as

temporary equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity

instruments, are excluded from the provisions of ASC 480.

Although the Company did not specify a maximum redemption threshold, its

charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets

(stockholders’ equity) to be less than $ 5,000,001 .

However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares

would be required to be disclosed outside of permanent equity.

Accordingly, as of March 31, 2024 and December 31, 2023, 6,900,000

and 6,900,000

ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,

outside of the stockholders’ deficit section of the Company’s unaudited balance

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

of the 6,900,000 ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for

the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer

in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate

of incorporation.

In accordance with Accounting Standards Codification (“ASC”) 480, conditionally redeemable ordinary shares

(including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon

the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

Ordinary liquidation

events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions

Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will

not redeem its Public Shares in an amount that would cause its net tangible assets (s hare holders’ equity) to be less than $ 5,000,001 .

However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would

be required to be disclosed outside of permanent equity.

Accordingly, as of June 30, 2024 and December 31, 2023, 6,900,000 and 6,900,000

ordinary shares subject to possible redemption at the redemption amount , respectively, were presented at redemption value as temporary equity, outside

of the s hare holders’ deficit section of the Company’s unaudited balance sheets.

● Income taxes

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income

There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023 and no amounts accrued for interest and

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023 and no amounts were accrued for interest

and penalties during the three and six months ended June 30, 2024 and 2023.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

1 unchanged sentence

As such, there was no provision

for income taxes for the three months ended March 31, 2024.

● Net income per share

income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

calculation of diluted loss per share does not consider the effect of the rights issued in connection with the Initial Public Offering

for income taxes for the three and six months ended June 30, 2024.

● Net income (loss) per share

income (loss) per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The calculation of diluted loss per share does not consider the effect of the rights issued in connection with the Initial Public Offering

and rights issued as components of the Private Units (the “Private Rights”) since the issuance of shares underlying the rights

1 unchanged sentence

As a result, diluted loss per share is the same as basic loss per share for the periods.

following table reflects the calculation of basic and diluted net loss per ordinary share:

SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER

Three Months Ended

March 31, 2024

Three Months Ended

following table reflects the calculation of basic and diluted net income (loss) per ordinary share:

OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

For the six months ended

June 30, 2024

Period from April 27, 2023 (inception) to

June 30, 2023

Net income (loss) including accretion of carrying value to redemption value

For the three months ended

June 30, 2024

Period from April 27, 2023 (inception) to

June 30, 2023

Net income (loss) including accretion of carrying value to redemption value

Non-Redeemable

and diluted net income per share:

of net income including carrying value to redemption value

of net income

Non-Redeemable

For the Six Months Ended

Period from April 27, 2023 (inception) to

June 30, 2024

June 30, 2023

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Denominators:

Weighted-average

shares outstanding

and diluted net income per share

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Non-Redeemable

For the Three Months Ended

Period from April 27, 2023 (inception) to

June 30, 2024

June 30, 2023

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

● Concentration of credit risk

1 unchanged sentence

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

As of March 31, 2024 and December 31, 2023, the Company

As of June 30, 2024 and December 31, 2023, the Company

had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

of March 31, 2024 and December 31, 2023, $ 163,747 and $ 330,717 was not insured, respectively.

of June 30, 2024 and December 31, 2023, $ 0 and $ 330,717 was not insured, respectively.

● Fair value of financial instruments

Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of liability, in an orderly

transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2 — defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments

in markets that are not active;

3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

2 — defined as inputs other than quoted prices in active markets that are either

directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or

similar instruments in markets that are not active;

3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

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that is significant to the fair value measurement.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June

30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

1 unchanged sentence

OF FAIR VALUE HIERARCHY VALUATION TECHNIQUES

market funds invested in U.S.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

Quoted Prices In Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Money market funds invested in U.S.

Quoted Prices In Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Money market funds invested in U.S.

● Related parties

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3 – INITIAL PUBLIC OFFERING

December 6, 2023, the Company consummated its Initial Public Offering of 6,900,000 Units (including the issuance of 900,000 Units as

a result of the underwriters’ full exercise of their over-allotment option), at $ 10.00 per Unit, generating gross proceeds of $ 69,000,000 .

Each Unit will one ordinary share and one right (“Public Right”).

Each Public Right entitles the holder to receive one-fifth

(1/5) of one ordinary share upon consummation of its initial business combination, so the holder must hold rights in multiples of 5 in

order to receive shares for all of the rights upon closing of a business combination.

December 6, 2023, the Company consummated its Initial Public Offering of 6,900,000

Units (including the issuance of 900,000

Units as a result of the underwriter’s full exercise of its over-allotment option), at $ 10.00

per Unit, generating gross proceeds of $ 69,000,000 .

Each Unit consists of one ordinary share and one right (“Public Right”).

Each Public Right entitles the holder to receive

one-fifth (1/5) of one ordinary share upon consummation of the Company’s initial business combination, so the holder must

hold rights in multiples of 5 in order to receive shares for all of the rights upon closing of a business combination.

of December 31, 2023, the Company incurred offering costs of approximately $ 2,070,665 and $ 690,000 for deferred underwriting commissions.

29 unchanged sentences

do not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months

after the date of the consummation of the Company’s initial Business Combination or earlier if, subsequent to initial Business

Combination, the Company consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all

after the date of the consummation of the Company’s initial business combination or earlier if, subsequent to initial business combination, the Company consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all

of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Note – Related Party

May 1, 2023, the Sponsor issued an unsecured promissory note (the “Note”) to

the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 750,000 , to be used for payment of costs

related to the Initial Public Offering.

The Note is non-interest bearing and payable on the earlier of (i) December 31, 2023, (ii) the

consummation of the Initial Public Offering, or (iii) the date on which the Company determines to not proceed with the Initial Public

These amounts were repaid upon completion of the Initial Public Offering out of the $ 550,000 of Initial Public Offering proceeds

that has been allocated for the payment of Initial Public Offering expenses.

As of December 6, 2023, the Company has borrowed $ 210,151

under the Note.

May 1, 2023, the Sponsor issued an unsecured promissory note (the “Note”) to the Company, pursuant to which the Company may

borrow up to an aggregate principal amount of $ 750,000 , to be used for payment of costs related to the Initial Public Offering.

is non-interest bearing and payable on the earlier of (i) December 31, 2023, (ii) the consummation of the Initial Public Offering, or

(iii) the date on which the Company determines to not proceed with the Initial Public Offering.

These amounts were repaid upon completion

of the Initial Public Offering out of the $ 550,000 of Initial Public Offering proceeds that has been allocated for the payment of Initial

Public Offering expenses.

As of December 6, 2023, the Company has borrowed $ 210,151 under the Note.

The Note was fully repaid on December

There was no outstanding balance due as of March 31, 2024 and December

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

There was no outstanding balance due as of June 30, 2024 and December 31, 2023.

order to finance transaction costs in connection with a business combination, the Company’s Sponsor or an affiliate of the

Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Units at a price of $ 10.00 per Unit.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31, 2024 and December 31, 2023, there was no

amount outstanding under any Working Capital Loan.

The notes would either be

repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of

notes may be converted upon consummation of a business combination into additional Private Units at a price of $ 10.00 per

In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust

Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

As of June 30, 2024 and December 31, 2023, there was no amount outstanding under any Working Capital Loan.

to a related party

of June 30, 2024 and December 31, 2023, the Company had a total amount due to related party of $ 51,803 and $ 0 from a related party, respectively, for

the payment of costs related to general and administrative services, the Initial Public Offering and administrative services agreement.

The balance is unsecured, interest-free and has no fixed terms of repayment.

Administrative

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for such administrative services.

For the three months ended March 31, 2024, $ 30,000

was charged to expenses and included in accrued expenses on the unaudited balance sheets as of March 31, 2024.

As of December 31, 2023, $ 10,000 was included in accrued expenses.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

6 – STOCKHOLDERS’ DEFICIT

As of June 30, 2024 and December 31, 2023, the unpaid balance was $ 60,000

respectively, which is included in amount due to related party balance.

6 – SHAREHOLDERS’ DEFICIT

Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

28 unchanged sentences

any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities).

of March 31, 2024 and December 31, 2023, as a result of the closing of the Initial Public Offering and full exercise of the underwriters’

of June 30, 2024 and December 31, 2023, as a result of the closing of the Initial Public Offering and full exercise of the underwriters’

over-allotment option, there were 2,126,000 ordinary shares issued and outstanding, excluding 6,900,000 ordinary shares subject to possible

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

HEALTH TECHNOLOGY CO., LTD.

TO UNAUDITED FINANCIAL STATEMENTS

initial shareholders and their permitted transferees can demand that the Company register the founder shares, the Private Units and the

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Representative

Company issued 69,000 representative shares to the representative (and/or its designees) as part of representative compensation as the

underwriters exercised their over-allotment option in full.

The representative shares have been deemed compensation by FINRA and are

therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the Initial Public

Offering pursuant to FINRA Rule 5110 (e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging,

short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period

of 180 days immediately following the date of the commencement of sales in the Initial Public Offering, nor may they be sold, transferred,

assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in the Initial

Public Offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered

persons or affiliates.

Company issued 69,000 ordinary

shares to the representative (and/or its designees) (the “representative shares”) as part of representative compensation

as the underwriters exercised their over-allotment option in full.

The representative shares have been deemed compensation by FINRA

and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the

Initial Public Offering pursuant to FINRA Rule 5110 (e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the

subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the

securities by any person for a period of 180 days immediately following the date of the commencement of sales in the Initial Public

Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the

date of the commencement of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the

offering and their officers, partners, registered persons or affiliates.

underwriters purchased 900,000 additional Units to cover over-allotments.

underwriters were entitled to a cash underwriting discount of:

(i) two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering,

or $ 1,380,000 as the underwriters’ over-allotment is exercised in full.

In addition, the underwriters are entitled to a deferred

fee of one percent ( 1.0 %) of the gross proceeds of the Initial Public Offering, or $ 690,000 as the underwriters’ over-allotment

is exercised in full upon closing of the Business Combination.

The deferred fee will be paid in cash upon the closing of a Business Combination

from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

In addition, the Company has paid the

representative of the underwriters, at the closing of the Initial Public Offering, 1.00 % of the gross proceeds in the Company’s

ordinary shares or 69,000 ordinary shares as the underwriters’ over-allotment is exercised in full.

(i) two percent ( 2.00 %)

of the gross proceeds of the Initial Public Offering, or $ 1,380,000

as the underwriters’ over-allotment is exercised in full.

In addition, the underwriters are entitled to a deferred fee of one

percent ( 1.0 %)

of the gross proceeds of the Initial Public Offering, or $ 690,000

as the underwriters’ over-allotment is exercised in full upon closing of the business combination.

The deferred fee will be

paid in cash upon the closing of a business combination from the amounts held in the Trust Account, subject to the terms of the

underwriting agreement.

In addition, the Company has paid the representative of the underwriters, at the closing of the Initial

Public Offering, 1.00 %

of the gross proceeds in the Company’s ordinary shares or 69,000

ordinary shares as the underwriters’ over-allotment is exercised in full.

of First Refusal

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements