What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-28 compared with 2024-03-25 · 97 added, 53 removed, 35 unchanged (81% of the section changed)

9 unchanged sentences

and elsewhere in this Annual Report on Form 10-K.

Health Technology Co., Ltd.

is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability 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, which we refer to throughout this report our initial business combination.

Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

We do not have

any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted

any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our

are a blank check company newly incorporated as a Cayman Islands exempted company with limited liability 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, which we refer to throughout this Annual Report as our initial business combination.

to identify a prospective target business will not be limited to a particular industry or geographic region.

United Hydrogen Business Combination

June 19, 2024, Aimei Health entered into the Business Combination Agreement for a business combination with (i) United Hydrogen, (ii)

Pubco, (iii) the First Merger Sub;

(iv) the Second Merger Sub ;

and (v) the Sponsor.

Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Closing,

(i) by mutual written consent of Aimei Health and United Hydrogen;

(ii) by either Aimei Health or United Hydrogen if any law

or governmental order (other than a temporary restraining order) is in effect that permanently restrains, enjoins, makes illegal or otherwise

prohibits the mergers and the other transactions contemplated by the Business Combination Agreement;

(iii) by either Aimei Health or

United Hydrogen if any of the conditions to Closing have not been satisfied or waived by March 31, 2025;

(iv) by either Aimei Health

or United Hydrogen upon a material breach of any representations, warranties, covenants or other agreements set forth in the Business

Combination Agreement by the other party if such breach gives rise to a failure of certain closing conditions to be satisfied and cannot

or has not been cured within the earlier of 20 days’ following the receipt of notice from the non-breaching party and the Termination

(v) by either Aimei Health or United Hydrogen if the Aimei Health shareholder approval is not obtained at its shareholder meeting;

(vi) by Aimei Health if the United Hydrogen shareholder approval is not obtained within ten (10) business days after the Registration

Statement becomes effective;

or (vii) by Aimei Health, if the Reorganization (as defined in the Business Combination Agreement) is not

completed by December 31, 2024.

The Business Combination Agreement and related agreements are further described in our Current Report

on Form 8-K filed with the SEC on June 20, 2024.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from inception to December 31, 2023

were organizational activities, those necessary to prepare for the IPO, conducting the IPO and identifying a target company for a

business combination.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash in bank and

investments held in trust account, from the proceeds derived from the IPO.

We incur expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from April 27, 2023 (inception) to December 31, 2023, we had a net income

of $171,389 which consisted of interest income earned on investments held in Trust Account of $199,848 offset by formation and operational

costs of $28,459.

have neither engaged in any operations nor generated any revenue to date.

Our only activities from inception to December 31, 2024 were

organizational activities, those necessary to prepare for and conduct the IPO, and those required to identify and evaluate a target company

for a business combination.

We will not generate any operating revenue until after the completion of our initial business combination,

at the earliest.

We have generated and will continue to generate non-operating income in the form of interest income on cash in bank

and investments held in the Trust Account established for the benefit of our public shareholders, from the proceeds derived from the

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as

well as for due diligence expenses.

the year ended December 31, 2024, we had a net income of $2,552,215, which consisted of interest income earned on investments held in

the Trust Account of $3,617,001, offset by formation and operational costs of $1,064,786.

the period from April 27, 2023 (inception) to December 31, 2023, we had a net income of $171,389, which consisted of interest income

earned on investments held in the Trust Account of $199,848, offset by formation and operational costs of $28,459.

and Capital Resources

of December 31, 2023, the Company had $580,717 in its operating bank account, $69,889,848 in its trust account, and working capital of

of December 31, 2024, we had $28,208 in our operating bank account, $73,784,549 in our Trust Account, and working capital deficit of

approximately $786,610.

Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of

$25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder

Shares (as defined in Note 5), and borrowed from

the Sponsor of approximately $210,151 under the note (as defined in Note 5).

Company has repaid the note in full on December 7, 2023.

Subsequent to the consummation of the Initial Public Offering, the

Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the

Private Placement held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a

Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but

are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).

As of December 31, 2023, there were no

amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs,

however, the Company cannot provide any assurance that new financing will be available.

Over this time period, the Company will be using

liquidity needs prior to the consummation of the IPO were satisfied through the payment of $25,000 from the Sponsor to cover certain

offering costs on our behalf in exchange for issuance of Founder Shares, and the borrowing of approximately $210,151 from the Sponsor

under an unsecured promissory note (see “Note 5—Related Party Transactions” in the notes to our financial statements).

We have repaid the unsecured promissory note in full on December 7, 2023.

Subsequent to the consummation of the IPO, our liquidity has

been satisfied through the net proceeds from the consummation of the IPO and the Private Placement (as defined below) held outside of

the Trust Account.

In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate

of the Sponsor, or certain of our officers and directors, may, but are not obligated to, provide the Company Working Capital Loans (as

defined in “Note 5—Related Party Transactions” in the notes to our financial statements).

As of December 31, 2024,

there were no amounts outstanding under the Working Capital Loans.

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our anticipated cash

needs prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our business

combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

However, we cannot provide

any assurance that new financing will be available.

Over the time period prior to our initial business combination, we will be using

the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial business

2 unchanged sentences

Concern Consideration

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing

of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises

substantial doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

The accompanying financial statements have been prepared in conformity

with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of

the Company as a going concern.

that if we are unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of

our IPO, the requirement that we cease all operations, redeem the public shares, and thereafter liquidate and dissolve, raises substantial

doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

The accompanying financial statements have been prepared in conformity with generally accepted accounting

principles in the United States of America (“U.S.

GAAP”), which contemplate the continuation of our Company as a going concern.

Sheet Financing Arrangements

11 unchanged sentences

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

preparation of financial statements and related disclosures in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

As of December 31, 2023, there was no critical

accounting policies or estimates.

As of December

31, 2024, there were no critical accounting policies or estimates.

Accounting Standards

November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable

Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses

that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other

segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and

position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance

and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic

280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on our audited financial statements.

Quantitative and Qualitative Disclosures About Market Risk.

a smaller report company, we are not required to provide

the information required by this item.

Financial Statements and Supplementary Data.

information appears following Item 15 of this Annual Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 7. Management’s Discussion and Analysis