What changed in this filing

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Item 1. Financial Statements

2025-11-18 compared with 2025-08-13 · 281 added, 287 removed, 463 unchanged (55% of the section changed)

2 unchanged sentences

BALANCE SHEETS

June 30, 2025

September 30, 2025

December 31, 2024

12 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares, subject to possible redemption, 3,995,733 and 6,900,000 shares issued and outstanding at redemption value of $ 11.14 and $ 10.69 , as of June 30, 2025 and December 31, 2024, respectively

Ordinary shares, subject to possible redemption, 3,995,733 and 6,900,000 shares issued and outstanding at redemption value of $ 11.37 and $ 10.69 , as of September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, respectively (excluding 3,995,733 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, 2025 and December 31, 2024, respectively (excluding 3,995,733 and 6,900,000 shares subject to possible redemption, respectively)

Accumulated deficit

8 unchanged sentences

STATEMENTS OF OPERATIONS

For the Three

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the Three months Ended

For the Nine months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Formation and operating costs

2 unchanged sentences

$ ( 585,170 )

$ ( 662,765 )

Loss from operations

Other income:

Interest earned on assets held in trust

Interest earned on cash held in trust

Total other income

6 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For The Three and Six Months Ended June 30, 2025

For The Three and Nine Months Ended September 30, 2025

Ordinary shares

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$ ( 2,859,328 )

For The Three and Six Months Ended June 30, 2024

Extension funds attributable to ordinary shares subject to redemption

Remeasurement of ordinary shares subject to possible redemption

Balance as of September 30, 2025

$ ( 3,439,693 )

$ ( 3,439,480 )

For The Three and Nine Months Ended September 30, 2024

Ordinary shares

7 unchanged sentences

$ ( 287,756 )

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2024

$ ( 597,083 )

$ ( 596,870 )

$ ( 597,083 )

$ ( 596,870 )

Remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2024

Balance as of September 30, 2024

$ ( 797,102 )

5 unchanged sentences

STATEMENTS OF CASH FLOWS

For the Six Months

Ended June 30, 2025

For the Six Months

Ended June 30, 2024

September 30, 2025

September 30, 2024

Cash flows from operating activities:

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

Interest earned in assets held in trust

Interest earned on cash held in trust

( 1,546,821 )

8 unchanged sentences

Extension payments deposited in Trust Account

( 1,377,700 )

Net cash provided by investing activities

16 unchanged sentences

1 - ORGANIZATION AND BUSINESS BACKGROUND

Health Technology Co., Ltd (the “Company”) is a blank check company incorporated in the Cayman Islands on April 27,

Health Technology Co., Ltd.

(the “Company”) is a blank check company incorporated in the Cayman Islands on April 27, 2023 .

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

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as well as diagnostic and other services.

of June 30, 2025, the Company had not yet commenced any operations.

All activities through June 30, 2025 related to the Company’s

of September 30, 2025, the Company had not yet commenced any operations.

All activities through September 30, 2025 related to the Company’s

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

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The Company will generate non-operating income in the

form of interest income on cash in bank and assets held in the Trust Account (as defined below) from the proceeds derived from the Initial

form of interest income on cash in bank and cash held in the Trust Account (as defined below) from the proceeds derived from the Initial

Public Offering.

6 unchanged sentences

On December 6, 2023, the Company consummated

its Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in

the Units being offered, the “Public Shares”), at $ 10.00 per Unit, which includes full exercise of the underwriters’

over-allotment option of 900,000 Units, generating gross proceeds of $ 69,000,000 (the “Initial Public Offering”),

its Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units

being offered, the “Public Shares”), at $ 10.00 per Unit, which includes full exercise of the underwriters’ over-allotment

option of 900,000 Units, generating gross proceeds of $ 69,000,000 (the “Initial Public Offering” or the “IPO”),

and incurring offering costs of $ 2,070,665 and $ 690,000 for deferred underwriting commissions (see Note 7).

The Company granted

the underwriters a 45-day option to purchase up to an additional 900,000 Units at the Initial Public Offering price to cover

over-allotments, if any.

The Company granted the underwriters

a 45-day option to purchase up to an additional 900,000 Units at the Initial Public Offering price to cover over-allotments, if any.

On December 6, 2023, the over-allotment option was exercised in full.

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with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 332,000 units

(the “Private Units”) to the Sponsor at a price of $ 10.00 per Unit, generating total gross proceeds of $ 3,320,000 (the

“Private Placement”).

(the “Private Units”) to the Sponsor at a price of $ 10.00 per Unit, generating total gross proceeds of $ 3,320,000 (the “Private

(see Note 4).

the closing of the Initial Public Offering on December 6, 2023, an amount of $ 69,690,000 ($ 10.10 per Unit) from the net proceeds

of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in

a trust account (the “Trust Account”), located in the United States and held as cash items or may be invested only in U.S.

government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act and which invest solely in U.S.

Treasuries, as determined by the Company, until the earlier

(i) the consummation of a business combination, or (ii) the distribution of the funds in the Trust Account to the Company’s

shareholders, as described below.

the closing of the Initial Public Offering on December 6, 2023, an amount of $ 69,690,000 ($ 10.10 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Private Units was placed in a trust

account (the “Trust Account”), located in the United States and held as cash items or may be invested only in U.S.

treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act and which invest solely in U.S.

Treasuries, as determined by the Company, until the earlier of:

the consummation of a business combination, or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders,

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

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of a business combination with respect to the Company’s rights.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company

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a business combination (the “Combination Period”).

If the Company is unable to complete a business combination within

the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely

extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

If the Company is unable to complete a business combination within the

Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish

public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

remaining holders of ordinary shares and its board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution

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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

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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”).

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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February 5, 2025, in connection with the stockholders vote at the Company’s previous adjourned extraordinary general meeting (“Adjourned

Meeting”), 2,904,267 shares were redeemed by certain shareholders at a price of approximately $ 10.77 per share,

including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of approximately $ 31.27 million.

Meeting”), 2,904,267 shares were redeemed by certain shareholders at a price of approximately $ 10.77 per share, including interest

generated and extension payments deposited in the Trust Account, in an aggregate amount of approximately $ 31.27 million.

February 6, 2025, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust

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amount of funds to be deposited into the Trust Account in connection with extending the timeframe within which the Company must consummate

its initial business combination (“Extension”), is adjusted from $ 0.033 per Public Share (for each monthly extension)

to an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

of the date of these unaudited financial statements issued, the Company has extended nine times by an additional one month each time,

and so it now has until September 6, 2025 to consummate a business combination.

Pursuant to the terms of the current amended and

restated memorandum and articles of association and the trust agreement between the Company and the Trustee, in order to extend the

time available for the Company to consummate its initial business combination, the Company’s insiders or their affiliates or

designees, must deposit into the Trust Account a monthly extension fee on or prior to the date of the applicable deadline.

December 11, 2024 and January 13, 2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee

of $ 227,700 ,

respectively, to be deposited into the Trust Account, in order to extend the amount of available time to complete a business

combination until February 6, 2025.

On February 6, 2025, March 6, 2025, April 4, 2025, May 6, 2025, June 6, 2025, July 6, 2025 and August 6, 2025, the

Sponsor and United Hydrogen caused the third through eighth monthly extension fee of $ 150,000 ,

respectively, to be deposited into the Trust Account in order to extend the amount of available time to complete a business

combination until September 6, 2025.

The deposit of the first through nineth monthly extension fee is evidenced by an unsecured

promissory note.

The first and second monthly extension promissory notes are in the principal amount of $ 227,700 each,

shared equally between the Sponsor and United Hydrogen ($ 113,850 each).

The third through nineth monthly extension promissory notes are in the principal amount of $ 150,000 ,

also shared equally between the Sponsor and United Hydrogen ($ 75,000 each).

its initial business combination (“Extension”), is adjusted from $ 0.033 per Public Share (for each monthly extension) to

an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

of the date of these unaudited financial statements issued, the Company has extended twelve times by an additional one month each time,

and so it now has until December 6, 2025 to consummate a business combination.

Pursuant to the terms of the current amended and restated

memorandum and articles of association and the trust agreement between the Company and the Trustee, in order to extend the time available

for the Company to consummate its initial business combination, the Company’s insiders or their affiliates or designees, must deposit

into the Trust Account a monthly extension fee on or prior to the date of the applicable deadline.

On December 11, 2024 and January 13,

2025, the Sponsor and United Hydrogen caused the first and second monthly extension fee of $ 227,700 , respectively, to be deposited into

the Trust Account, in order to extend the amount of available time to complete a business combination until February 6, 2025.

6, 2025, March 6, 2025, April 4, 2025, May 6, 2025, June 6, 2025, July 6, 2025, August 6, 2025, September 25, 2025, October 8, 2025 and

November 4, 2025, the Sponsor and United Hydrogen caused the third through eighth monthly extension fee of $ 150,000 , respectively, to

be deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December

The deposit of the first through twelve monthly extension fee is evidenced by an unsecured promissory note.

The first and second

monthly extension promissory notes are in the principal amount of $ 227,700 each, shared equally between the Sponsor and United Hydrogen

($ 113,850 each).

The third through twelve monthly extension promissory notes are in the principal amount of $ 150,000 , also shared equally

between the Sponsor and United Hydrogen ($ 75,000 each).

and Capital Resources

of June 30, 2025, the Company had $ 2,138 in its bank account, $ 44,511,399 in its Trust Account and working capital deficit

of $ 2,169,328 .

of September 30, 2025, the Company had $ 2,979 in its bank account, $ 45,443,570 in its Trust Account and working capital deficit of $ 2,749,480 .

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

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the Company Working Capital Loans (as defined in Note 5).

As of June 30, 2025, there were no amounts outstanding under any Working Capital

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

As of September 30, 2025, 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

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8 of Regulation S-X.

The unaudited financial statements as of June 30, 2025 should be read in conjunction with the Company’s financial

statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K.

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.

interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending

December 31, 2025 or for any future periods.

The unaudited financial statements as of September 30, 2025 should be read in conjunction with the Company’s

financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K.

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 nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the

year ending December 31, 2025 or for any future periods.

growth company

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of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

preparation of unaudited financial statements in conformity with U.S.

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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, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024,

The Company did no t have any cash equivalents as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31,

2024, the cash balance was $ 2,979 and $ 28,208 , respectively.

2 unchanged sentences

the trust account in an interest-bearing demand deposit account.

As of June 30, 2025 and December 31, 2024, all the assets held in the

Trust Account were held in an interest-bearing demand deposit account.

Interest earned is included in the interest earning on assets

As of September 30, 2025 and December 31, 2024, all the cash held in

the Trust Account were held in an interest-bearing demand deposit account.

Interest earned is included in the interest earned on cash

held in trust in the accompanying statements of operations.

As of June 30, 2025 and December 31, 2024, the assets held in the Trust Account

was $ 44,511,399 and $ 73,784,549 , respectively.

As of September 30, 2025 and December 31, 2024, the cash held in the Trust

Account was $ 45,443,570 and $ 73,784,549 , respectively.

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 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 “ 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

Accordingly, as of June 30, 2025 and December 31, 2024, 3,995,733 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.

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 “ 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, 2025 and December 31, 2024, 3,995,733 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.

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

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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, 2025 and December 31, 2024 and no amounts were

accrued for interest and penalties during the three and six months ended June 30, 2025 and 2024.

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, 2025 and December 31, 2024 and no amounts were accrued for interest

and penalties during the three and nine months ended September 30, 2025 and 2024.

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 and six months ended June 30, 2025 and 2024.

for income taxes for the three and nine months ended September 30, 2025 and 2024.

income per share

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SCHEDULE OF BASIC AND DILUTED NET INCOME PER ORDINARY SHARE

For the six months

ended June 30, 2025

For the six months

ended June 30, 2024

For the nine months

ended September 30,

For the nine months

ended September 30,

For the three months

ended June 30, 2025

ended September 30,

For the three months

ended June 30, 2024

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

ended September 30,

the Nine Months Ended

September 30, 2025

the Nine Months Ended

September 30, 2024

Ordinary Share

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income per share:

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Basic and diluted net income per share

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

Three Months Ended

June 30, 2025

Three Months Ended

June 30, 2024

the Three Months Ended

September 30, 2025

the Three Months Ended

September 30, 2024

Redeemable Ordinary Share

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income per share:

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

As of June 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, no amount was not insured, respectively.

As of September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, no amount was not insured, respectively.

value of financial instruments

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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.

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, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

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SCHEDULE OF FAIR VALUE HIERARCHY VALUATION TECHNIQUES

Quoted Prices In

Active Markets

September 30,

Quoted Prices In Active Markets

Observable Inputs

Unobservable Inputs

Cash held in trust account

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

Quoted Prices In

Active Markets

Quoted Prices In Active Markets

Observable Inputs

Unobservable Inputs

Cash held in trust account

6 unchanged sentences

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.

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.

4 – PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 332,000 Private Units at a price of

$ 10.00 per Private Unit ($ 3,320,000 in the aggregate).

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 332,000 Private Units at a price of $ 10.00 per

Private Unit ($ 3,320,000 in the aggregate).

proceeds from the sale of the Private Units will be added to the net proceeds from the Offering held in the Trust Account.

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5 – RELATED PARTY TRANSACTIONS

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han

On May 11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide

the ordinary shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary

shares of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor,

the repurchase resulting in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares

were issued to the Sponsor (up to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’

over-allotment option is exercised) pursuant to a securities subscription agreement and the 1,437,500 ordinary shares previously

held by the Sponsor were repurchased by the company, the shares have been retroactively adjusted.

On October 20, 2023, the Company capitalized

an amount equal to $ 28.75 standing to the credit of the share premium account and appropriated such sum and applied it on behalf

of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per founder share) 287,500 unissued ordinary

shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor, resulting in 1,725,000 ordinary

shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture as the underwriters’

over-allotment was exercised in full.

The initial shareholders will collectively own approximately 20 % of the Company’s issued

and outstanding shares after the Initial Public Offering (assuming the initial shareholders 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

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang.

11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary

shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares

of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting

in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor (up to 187,500

of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) pursuant

to a securities subscription agreement and the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the company,

the shares have been retroactively adjusted.

On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit

of the share premium account and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full

par value of $ 0.0001 per founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully

paid to the Sponsor, resulting in 1,725,000 ordinary shares being issued and outstanding.

225,000 shares of such ordinary shares are

not subject to forfeiture as the underwriters’ over-allotment was exercised in full.

The initial shareholders will collectively

own approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders

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

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

after the date of the consummation of the Company’s initial business combination or earlier if, subsequent to initial business

2 unchanged sentences

Loan – Related Party

Company will have to consummate a business combination by September 6, 2025.

However, if the Company anticipates that it may not be able

to consummate a business combination within 12 months, the Company may extend the period of time to consummate a business combination

up to twelve times by an additional one month each time to complete a business combination.

Pursuant to the terms of the Company’s

memorandum and articles of association and the trust agreement entered into between the Company and the Trustee, both as amended, in

order to extend the time available for the Company to consummate a business combination, the Sponsor its affiliates or designees, upon

five days advance notice prior to the applicable deadline, must deposit into the Trust Account the applicable extension fees, on or prior

to the date of the applicable deadline, for each extension.

The Sponsor or its affiliates or designees will receive a non-interest bearing,

unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to

close a business combination unless there are funds available outside the Trust Account to do so.

Such notes would either be paid upon

consummation of the Company’s initial business combination or at the lender’s discretion, converted upon consummation of

the business combination into additional private units at a price of $ 10.00 per unit.

each of December 11, 2024 and January 13, 2025, the Company issued an unsecured promissory note in the amount of $ 227,700 to

the Sponsor and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the

amount of available time to complete a business combination until February 6, 2025.

On February 6, 2025, the Company entered into

the Trust Agreement Amendment to the Investment Management Trust Agreement with the Trustee.

Pursuant to the Trust Agreement

Amendment, the amount of funds to be deposited into the Trust Account in connection with the Extension, is adjusted from $ 0.033 per

each share sold in its IPO (for each monthly extension) to an amount equal to $ 150,000 for

all outstanding Public Shares (for each monthly extension).

On each of February 6, 2025, March 6, 2025, April 4, 2025, May 6, 2025,

June 6, 2025, July 6, 2025 and August 6, 2025, the Company issue an unsecured promissory note in the amount of $ 150,000 to

the Sponsor and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the

amount of available time to complete a business combination until September 6, 2025.

These notes are non-interest bearing and are

payable upon the closing of a business combination.

In addition, the notes may be converted, at the lender’s discretion, into

additional Private Units at a price of $ 10.00 per

As of June 30, 2025 and December 31, 2024, the note payable balance was $ 1,205,400 and

respectively.

of the date of this Quarterly Report, the Company will have to consummate a business combination by December 6, 2025.

Pursuant to the

amended and restated memorandum and articles of association of the Company then in effect,

if the Company anticipates that it may not be able to consummate a business combination within 12 months of the closing of the IPO, the

Company may extend the period of time to consummate a business combination up to twelve times by an additional one month each time to

complete a business combination.

Pursuant to the terms of the Company’s memorandum and articles of association and the trust agreement

entered into between the Company and the Trustee, both as amended, in order to extend the time available for the Company to consummate

a business combination, the Sponsor its affiliates or designees, upon five days advance notice prior to the applicable deadline, must

deposit into the Trust Account the applicable extension fees, on or prior to the date of the applicable deadline, for each extension.

The Sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any

such deposit that will not be repaid in the event that the Company is unable to close a business combination unless there are funds available

outside the Trust Account to do so.

Such notes would either be paid upon consummation of the Company’s initial business combination

or at the lender’s discretion, converted upon consummation of the business combination into additional private units at a price

of $ 10.00 per unit.

each of December 11, 2024 and January 13, 2025, the Company issued an unsecured promissory note in the amount of $ 227,700 to the Sponsor

and United Hydrogen, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available

time to complete a business combination until February 6, 2025.

On February 6, 2025, the Company entered into the Trust Agreement Amendment

to the Investment Management Trust Agreement with the Trustee.

Pursuant to the Trust Agreement Amendment, the amount of funds to be deposited

into the Trust Account in connection with the Extension, is adjusted from $ 0.033 per each share sold in its IPO (for each monthly extension)

to an amount equal to $ 150,000 for all outstanding Public Shares (for each monthly extension).

On each of February 6, 2025, March 6,

2025, April 4, 2025, May 6, 2025, June 6, 2025, July 6, 2025, August 6, 2025, September 5, 2025, October 8, 2025 and November 4, 2025,

the Company issue an unsecured promissory note in the amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant to which such amount

had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until December

These notes are non-interest bearing and are payable upon the closing of a business combination.

In addition, the notes may

be converted, at the lender’s discretion, into additional Private Units at a price of $ 10.00 per unit.

As of September 30, 2025

and December 31, 2024, the note payable balance was $ 1,655,400 and $ 227,700 , respectively.

Capital Loan - Related Party

4 unchanged sentences

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 June 30, 2025 and December 31, 2024,

there was no amount outstanding under any Working Capital Loan.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

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, 2025 and December 31, 2024, there was

no amount outstanding under any Working Capital Loan.

to a related company

of June 30, 2025 and December 31, 2024, the Company had a total amount due to related company of $ 699,469 and $ 289,780 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, 2025 and December 31, 2024, the Company had a total amount due to related company of $ 826,419 and $ 289,780 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.

5 unchanged sentences

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 June 30, 2025 and December 31, 2024, the unpaid balance

was $ 180,000 and $ 120,000 , respectively, which is included in amount due to related company balance.

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, 2025 and December 31, 2024, the unpaid balance was $ 210,000

and $ 120,000 , respectively, which is included in amount due to related company balance.

6 – SHAREHOLDERS’ DEFICIT

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

Holders of the Company’s

ordinary shares are entitled to one vote for each share.

On May 1, 2023, The Company entered into a subscription agreement for founder

shares with the Sponsor which is recorded as subscription receivable.

Holders of the Company’s ordinary

shares are entitled to one vote for each share.

On May 1, 2023, The Company entered into a subscription agreement for founder shares

with the Sponsor which is recorded as subscription receivable.

The subscription agreement was amended and restated on May 24, 2023.

Prior to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value

each to Han Huang.

On May 11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved

to sub-divide the ordinary shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor

held 500,000,000 ordinary shares of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary

shares from the Sponsor, the repurchase resulting in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder

shares were issued to the Sponsor pursuant to a securities subscription agreement for an aggregate purchase price of $ 25,000 (up

to 187,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option

is exercised) pursuant to a securities subscription agreement and the 1,437,500 ordinary shares previously held by the Sponsor

were repurchased by the Company, the shares having been retroactively adjusted.

As of May 8, 2023, $ 25,000 was included as a subscription

to the Initial Public Offering, the Company issued an aggregate of 50,000 ordinary shares of $ 1.00 par value each to Han Huang.

11, 2023, Han Huang transferred those ordinary shares to the Sponsor and on May 15, 2023, the Sponsor resolved to sub-divide the ordinary

shares of $ 1.00 par value each into ordinary shares of $ 0.0001 par value each and as such the Sponsor held 500,000,000 ordinary shares

of $ 0.0001 each.

On May 15, 2023, the directors resolved to repurchase 498,562,500 ordinary shares from the Sponsor, the repurchase resulting

in the Sponsor holding 1,437,500 ordinary shares.

On May 25, 2023, 1,437,500 founder shares were issued to the Sponsor pursuant to a

securities subscription agreement for an aggregate purchase price of $ 25,000 (up to 187,500 of which are subject to forfeiture depending

on the extent to which the underwriters’ over-allotment option is exercised) pursuant to a securities subscription agreement and

the 1,437,500 ordinary shares previously held by the Sponsor were repurchased by the Company, the shares having been retroactively adjusted.

As of May 8, 2023, $ 25,000 was included as a subscription receivable.

On September 15, 2023, the Company received $ 25,000 in cash.

The Sponsor transferred 152,000 of those ordinary

shares among the Company’s Chief Executive Officer, Chief Financial Officer and three independent director nominees at their original

purchase price pursuant to executed securities assignment agreements, effective as of May 25, 2023.

On October 20, 2023, the Company

capitalized an amount equal to $ 28.75 standing to the credit of the share premium account and appropriated such sum and applied

it on behalf of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per founder share) 287,500 unissued

ordinary shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor, resulting in 1,725,000 ordinary

shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture as the underwriters’

over-allotment was exercised in full.

The initial shareholders will collectively own approximately 20 % of the Company’s issued

and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase any Public Shares in the

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

February 5, 2025, in connection with the stockholders vote at the Adjourned Meeting, 2,904,267 shares were redeemed by certain

shareholders at a price of approximately $ 10.77 per share, including interest generated and extension payments deposited in the

Trust Account, in an aggregate amount of approximately $ 31.27 million.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

of June 30, 2025 and December 31, 2024, 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 3,995,733 and 6,900,000 ordinary

shares subject to possible redemption, respectively.

Sponsor transferred 152,000 of those ordinary shares among the Company’s Chief Executive Officer, Chief Financial Officer and three

independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of

May 25, 2023.

On October 20, 2023, the Company capitalized an amount equal to $ 28.75 standing to the credit of the share premium account

and appropriated such sum and applied it on behalf of the Sponsor towards paying up in full (as to the full par value of $ 0.0001 per

founder share) 287,500 unissued ordinary shares of $ 0.0001 par value and allotted such shares credited as fully paid to the Sponsor,

resulting in 1,725,000 ordinary shares being issued and outstanding.

225,000 shares of such ordinary shares are not subject to forfeiture

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

The initial shareholders will collectively own approximately 20% of

the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders do not purchase

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

February 5, 2025, in connection with the stockholders vote at the Adjourned Meeting, 2,904,267 shares were redeemed by certain shareholders

at a price of approximately $ 10.77 per share, including interest generated and extension payments deposited in the Trust Account, in

an aggregate amount of approximately $ 31.27 million.

of September 30, 2025 and December 31, 2024, 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 3,995,733 and 6,900,000 ordinary shares

subject to possible redemption, respectively.

holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a business combination, even if the holder

43 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.

HEALTH TECHNOLOGY CO., LTD

TO UNAUDITED FINANCIAL STATEMENTS

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.

27 unchanged sentences

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, which

includes formation and operating costs and interest and dividend earned on investments held in Trust Account which are included in the

accompanying unaudited statements of operations.

key measures of segment profit or loss reviewed by the CODM are earned on investments held in Trust Account and formation and operating

includes formation and operating costs and interest earned on cash held in Trust Account which are included in the accompanying unaudited

statements of operations.

key measures of segment profit or loss reviewed by the CODM are earned on cash held in Trust Account and formation and operating costs.

The CODM reviews earned on investments held in Trust Account to measure and monitor stockholder value and determine the most effective

9 unchanged sentences

sheet date through the date the unaudited financial statements were issued.

July 6, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant to

which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination

until August 6, 2025.

August 6, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant

October 8, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant

to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business

combination until September 6, 2025.

combination until November 6, 2025.

November 4, 2025, the Company issued an unsecured promissory note in an amount of $ 150,000 to the Sponsor and United Hydrogen, pursuant

to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business

combination until December 6, 2025.

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