What changed in this filing

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Item 1. Financial Statements

2024-11-13 compared with 2024-08-09 · 241 added, 215 removed, 454 unchanged (50% of the section changed)

2 unchanged sentences

BALANCE SHEETS

June 30, 2024

September 30, 2024

December 31, 2023

Current assets:

Prepaid expenses

1 unchanged sentence

Cash and marketable securities held in Trust Account

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities:

6 unchanged sentences

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

6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.53 and $ 10.13 as of September 30, 2024 and December 31, 2023, respectively

Shareholders’ deficit:

1 unchanged sentence

500,000,000 shares authorized;

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)

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

Accumulated deficit

5 unchanged sentences

Three months ended

June 30, 2024

Period from April 27, 2023 (inception) to

June 30, 2023

Six months ended

June 30, 2024

September 30,

Three months ended

September 30,

Nine months ended

September 30,

Period from April 27, 2023 (inception) to

June 30, 2023

September 30,

Formation and operating costs

$ ( 200,019 )

$ ( 662,765 )

Other income:

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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 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’

of September 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.

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

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Stockholders’

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ordinary shares

Shareholders’

Stockholder’s

Balance as of December 31, 2023

2 unchanged sentences

Remeasurement of ordinary shares subject to possible redemption

( 909,132 ) -

Balance as of March 31, 2024

( 287,969 ) -

$ ( 287,756 )

Remeasurement of ordinary shares subject to possible redemption

( 918,206 ) -

Balance as of June 30, 2024

( 597,083 ) -

Stockholders’

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

Remeasurement of ordinary shares subject to possible redemption

Balance as of September 30, 2024

$ ( 797,102 ) -

$ ( 796,889 )

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

Ordinary shares

Shareholders’

Stockholder’s

Balance – April 27, 2023 (inception)

of Founder Shares to Sponsor for subscription receivable (1)

Net Income (loss)

Issuance of Founder

Shares to Sponsor for subscription receivable (1)

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’

Subscription fee received

Net income (loss)

Balance – September 30, 2023

of September 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.

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

accompanying notes to unaudited financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Six Months Ended

For The Period from April 27, 2023 (Inception)

June 30, 2024

June 30, 2023

Nine Months Ended

For The Period from April 27, 2023

(Inception) to

September 30, 2024

September 30, 2023

Cash flows from operating activities:

Net income (loss)

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

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned in on investments held in trust

1 unchanged sentence

Change in operating assets and liabilities:

Formation casts paid by Sponsor under Promissory Note – Related Party

Formation costs paid by Sponsor under Promissory Note – Related Party

Prepaid expenses

2 unchanged sentences

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of ordinary shares to Sponsor

Payment of offering costs

Net cash provided by financing activities

NET CHANGE IN CASH

2 unchanged sentences

Non-cash investing and financing activities

Remeasurement of ordianry shares subject to possible redemption

Remeasurement of ordinary shares subject to possible redemption

Deferred offering costs included in promissory note

Issuance of Founder Shares to Sponsor for subscription receivable

Deferred offering costs included in accrued offering cost

accompanying notes to unaudited financial statements.

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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

targets that are focused on healthcare innovation.

The Company anticipates targeting what are traditionally known as “small cap”

companies domiciled in North America, Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical

technology/medical device and diagnostics space which aligns with its management team’s experience in operating health care companies

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

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

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

Although there is no restriction or limitation

on what industry its target operates in, it is the Company’s intention to pursue prospective targets that are focused on healthcare

The Company anticipates targeting what are traditionally known as “small cap” companies domiciled in North America,

Europe and/or the Asia Pacific regions that are developing assets in the biopharmaceutical, medical technology/medical device and diagnostics

space which aligns with its management team’s experience in operating health care companies and in drug and device technology development

as well as diagnostic and other services.

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

All activities through September 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.

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

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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of the Company.

The Company has not asked the Sponsor to reserve for such obligations and therefore believe the Sponsor will be unlikely

The Company has not asked the Sponsor to reserve for such obligations and therefore believes the Sponsor will be unlikely

to satisfy its indemnification obligations if it is required to do so.

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in the Trust Account.

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”).

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

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and Capital Resources

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 .

of September 30, 2024, the Company had $ 103,559 in its bank account, $ 72,660,715 in its Trust Account and working capital deficit of

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 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.

As of September 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

connection with the Company’s 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 Initial Public Offering, 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 unaudited financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited financial statements have been prepared

in conformity with generally accepted accounting principles in the U.S.

GAAP”), which contemplate continuation of

the Company as a going concern.

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 Initial Public Offering, 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 unaudited financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited financial

statements have been prepared in conformity with generally accepted accounting principles in the U.S.

GAAP”), which

contemplate continuation of the Company as a going concern.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES

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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.

unaudited financial statements as of September 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 10-K.

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.

results for the nine months ended September 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

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could differ significantly from those estimates.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

Cash and cash equivalents

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 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.

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

As of September 30, 2024 and December 31,

2023, the cash balance was $ 103,559 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.

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

Treasury Securities

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unaudited statement of operations.

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

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

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

As of September 30, 2024 and December 31, 2023, the estimated fair value of investments held in Trust Account was $ 72,660,715

and $ 69,889,848 , respectively.

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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.

In accordance with Accounting Standards Codification (“ASC”) 480 “ Distinguishing Liabilities from

Equity ”, 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 (shareholders’ 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.

as of September 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 shareholders’ deficit section of the

Company’s unaudited balance sheets.

● Income taxes

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ,” (“ASC 740”)

which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and

liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in

future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected

to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

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

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.

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

and penalties during the three and nine months ended September 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

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As such, there was no provision

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

for income taxes for the three and nine months ended September 30, 2024.

● Net income (loss) per share

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

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

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

nine months ended

September 30, 2024

April 27, 2023 (inception) to

September 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

three months ended

September 30, 2024

April 27, 2023 (inception) to

September 30, 2023

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

1 unchanged sentence

Non-Redeemable

For the Six Months Ended

For the Nine Months Ended

Period from April 27, 2023 (inception) to

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Non-Redeemable

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Period from April 27, 2023 (inception) to

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Non-Redeemable

9 unchanged sentences

Basic and diluted net income (loss) per share

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

● Concentration of credit risk

1 unchanged sentence

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

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

As of September 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.

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

● Fair value of financial instruments

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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.

1 unchanged sentence

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 June

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

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

September 30,

Quoted Prices In Active Markets

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Money market funds invested in U.S.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

● 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 underwriter’s full exercise of its over-allotment option), at $ 10.00

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

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.

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.

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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.

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The Note was fully repaid on December

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”).

There was no outstanding balance due as of September 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

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.

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 September 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.

of September 30, 2024 and December 31, 2023, the Company had a total amount due to related party of $ 88,763 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.

1 unchanged sentence

Services Arrangement

affiliate of the Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq,

through the earlier of the Company’s consummation of a business combination and its liquidation, to make available to the

Company certain general and administrative services, including office space, utilities and administrative services, as the Company

may require from time to time.

The Company has agreed to pay to the affiliate of the Sponsor, $ 10,000

per month, for up to 12 months, subject to extension to up to 24 months, as provided in the Company’s registration statement,

for such administrative services.

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.

Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the

Company’s consummation of a business combination and its liquidation, to make available to the Company certain general and administrative

services, including office space, utilities and administrative services, as the Company may require from time to time.

The Company has

agreed to pay to the Sponsor, $ 10,000 per month, for up to 12 months, subject to extension to up to 24 months, as provided in the Company’s

registration statement, for such administrative services.

As of September 30, 2024 and December 31, 2023, the unpaid balance was $ 90,000

and $ 0 , respectively, which is included in amount due to related party balance.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

6 – SHAREHOLDERS’ DEFICIT

29 unchanged sentences

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

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’

of September 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

14 unchanged sentences

Additionally,

in no event will the Company be required to net cash settle the rights.

If the Company is unable to complete a business combination within

the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such

funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust

Account with respect to such rights.

in no event will the Company be required to net cash to settle the rights.

If the Company is unable to complete a business combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any

of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the

Trust Account with respect to such rights.

Accordingly, the rights may expire worthless.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

7 – COMMITMENTS AND CONTINGENCIES

22 unchanged sentences

Representative

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.

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

10 unchanged sentences

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