FTII / FutureTech II Acquisition Corp. - SEC Filings, Annual Report, Proxy Statement

FutureTech II Acquisition Corp.
US ˙ OTCPK ˙ US36119D1037

Basic Stats
CIK 1889450
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FutureTech II Acquisition Corp.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 22, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETECH

August 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2025 Date of Report (Date of earliest event reported) FutureTech II Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2025 Date of Report (Date of earliest event reported) FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41289 87-2551539 (State or other jurisdiction of incorporation) (Com

August 18, 2025 EX-3.1

FOURTH CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FUTURETECH II ACQUISITION CORP. August 15, 2025

Exhibit 3.1 FOURTH CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. August 15, 2025 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.”. The original cer

August 18, 2025 EX-10.1

FutureTech II Partners, LLC 128 Gail Drive New Rochelle, NY 10805 August 12, 2025

Exhibit 10.1 FutureTech II Partners, LLC 128 Gail Drive New Rochelle, NY 10805 August 12, 2025 Via Email Longevity Biomedical, Inc. 12100 NE 195th Street, Suite 150 Bothell, WA 98011 Attn: Andrew Leo E-mail: [email protected] Re: Approval of No Solicitation Waiver Ladies and Gentlemen: Reference is hereby made to that certain Amended and Restated Agreement and Plan of Merger (the “Agree

August 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 12, 2025 Date of Report (Date of earliest event reported) FutureTech II Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 12, 2025 Date of Report (Date of earliest event reported) FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41289 87-2551539 (State or other jurisdiction of incorporation) (Com

August 18, 2025 EX-10.2

Longevity Biomedical, Inc. 12100 NE 195th Street, Suite 150 Bothell, WA 98011 August 12, 2025

Exhibit 10.2 Longevity Biomedical, Inc. 12100 NE 195th Street, Suite 150 Bothell, WA 98011 August 12, 2025 Via Email Aegeria Soft Tissue, LLC 3007 Saint Paul St. Baltimore, MD 21218 Attn: Jennifer Elisseeff E-mail: [email protected] Re: No Solicitation Waiver Ladies and Gentlemen: Reference is hereby made to that certain Contribution and Exchange Agreement, dated August 7, 2022, by and among Longevity B

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41497 CUSIP NUMBER 27877D104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

August 12, 2025 EX-2.1

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FutureTech II Acquisition Corp. Longevity Biomedical Holdings Corp., Longevity Biomedical, Inc. LBH Merger Sub, Inc. Andrew Leo, in the capacity as Seller Representative Dated as of Augus

Exhibit 2.1 EXECUTION VERSION AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FutureTech II Acquisition Corp. Longevity Biomedical Holdings Corp., Longevity Biomedical, Inc. LBH Merger Sub, Inc. and Andrew Leo, in the capacity as Seller Representative Dated as of August 5 , 2025 AMENDED AND RESTATED 1 AGREEMENT AND PLAN OF MERGER 1 ARTICLE I. Reincorporation merger 3 1.1 Reincorpora

August 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) FutureTech II Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41289 87-2551539 (State or other jurisdiction of incorporation) (Comm

July 31, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 17, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 20, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETEC

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41289 For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐  Transition R

April 11, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Comm

April 11, 2025 EX-10.1

Convertible Notes, dated as of April 4, 2025 and April 7, 2027, by and between FutureTech II Acquisition Corp. and the Investors

Exhibit 10.1

April 9, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETECH II

April 9, 2025 EX-97

FutureTech II Acquisition Corp. Clawback Policy

Exhibit 97 FUTURETECH II ACQUISITION CORP. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If FutureTech II Acquisition Corp. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to reco

April 9, 2025 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF FUTURETECH II ACQUISITION CORP. None.

April 9, 2025 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended and bylaws, each of which are incorpor

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41289 For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐  Transitio

March 28, 2025 EX-10.1

Promissory Note, dated March 25, 2025, issued by FutureTech II Acquisition Corp. to FutureTech Partners II, LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 28, 2025 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Com

February 21, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

February 14, 2025 EX-99.2

Consent of Newbridge Securities Corporation

Exhibit 99.2 February 14, 2025 Board of Directors FutureTech II Acquisition Corp. (NASDAQ:FTII) 128 Gail Drive, New Rochelle, NY 10805 | United States Re: Consent of Newbridge Securities Corporation We hereby consent to (i) references to our name, (ii) inclusion of information and data contained in our fairness opinion dated September 16, 2024, (iii) citation of the fairness opinion, and (iv) the

February 14, 2025 EX-99.1

Opinion of Newbridge Securities Corporation

Exhibit 99.1 September 16th, 2024 PRIVATE & CONFIDENTIAL For the Board of Directors of FutureTech II Acquisition Corp. (NASDAQ:FTII) 128 Gail Drive, New Rochelle, NY 10805 | United States Newbridge Securities Corporation (“Newbridge,” “we,” “us” or “our”) understands that FutureTech II Acquisition Corp. (NASDAQ:FTII), a publicly traded blank check company incorporated as a Delaware corporation (“F

February 14, 2025 EX-2.6

Fourth Amendment to the Contribution and Exchange Agreement, by and among Longevity Biomedical, Inc., Cerevast Medical, Inc., the Owners and Bradford A. Zakes (in his capacity as Owner’s Representative), dated August 8, 2024

Exhibit 2.6 FOURTH AMENDMENT AND SUPPLEMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT This Fourth Amendment and Supplement to the Contribution and Exchange Agreement (this “Amendment”) is entered into as of August 8, 2024 (the “Amendment Date”) by and among Longevity Biomedical, Inc., a Delaware corporation (“Purchaser”), Cerevast Medical, Inc., a Delaware corporation (the “Company”), Bradford A.

February 14, 2025 EX-10.18

Amendment to Assignment, Assumption and Note Conversion Agreement, dated September 12, 2024

Exhibit 10.18 FIRST AMENDMENT TO ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENT THIS FIRST AMENDMENT TO ASSIGNMENT, ASSUMPTION AND NOTE CONVERSION AGREEMENT (the “First Amendment”), effective as of September 12, 2024 (the “Amendment Date”), is among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech Partners LLC, a Delaware limited liability company (“Partners”),

February 14, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) FutureTech II Acquisition Corp.

February 14, 2025 S-4

As filed with the Securities and Exchange Commission on February 14, 2025

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

February 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 FutureTech II A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

February 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 FutureTech II Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

February 11, 2025 EX-10.2

Promissory Note, dated February 4, 2025, issued by FutureTech to D. Boral Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on February 11, 2025)

Exhibit 10.2

February 11, 2025 EX-10.1

Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated February 15, 2022, dated as of February 4, 2025, by and between FutureTech II Acquisition Corp., Longevity Biomedical Inc. and D. Boral Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on February 11, 2025)

Exhibit 10.1

January 31, 2025 EX-10.2

Escrow Agreement, dated as of January 23, 2025, by and between FutureTech II Acquisition Corp and Yuantian Zhang (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on January 31, 2025)

Exhibit 10.2

January 31, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

January 31, 2025 EX-10.1

Subscription Agreement, dated as of December 13, 2024, by and between FutureTech II Acquisition Corp. and Yuantian Zhang (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on January 31, 2025)

Exhibit 10.1

January 28, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTUR

January 23, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

January 21, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

January 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 FutureTech II Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

January 14, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

January 8, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Co

December 20, 2024 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended and bylaws, each of which are incorpor

December 20, 2024 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF FUTURETECH II ACQUISITION CORP. None.

December 20, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

December 18, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41289

December 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 FutureTech II A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

December 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 FutureTech II A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

December 4, 2024 EX-99.1

FutureTech II Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q and Publicly Held Shares Rule and Makes Progress Towards Regaining Compliance

Exhibit 99.1 FutureTech II Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q and Publicly Held Shares Rule and Makes Progress Towards Regaining Compliance New York, New York – December 4, 2024 – FutureTech II Acquisition Corp. (the “Company”) (NASDAQ: FTII), today announced that it received an expected deficiency notificat

December 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 FutureTech II A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

November 27, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

November 26, 2024 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

November 22, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated November 18, 2024 (4)

Exhibit 3.1 CERTIFICATE OF AMENDMENT FUTURETECH II ACQUISITION CORP. November 18, 2024 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the S

November 22, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

November 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41289 For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐  Transiti

November 13, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 ftiia1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36119D103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Ch

November 13, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 ftiia1111324.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) September 30, 2024 (Date of Event which Requ

November 13, 2024 SC 13G

FTII / FutureTech II Acquisition Corp. / Walleye Capital LLC Passive Investment

SC 13G 1 walleye-ftii093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FUTURETECH II ACQUISITION CORP. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem

November 8, 2024 SC 13G

FTII / FutureTech II Acquisition Corp. / Hudson Bay Capital Management LP - FTII 13G Passive Investment

SC 13G 1 ftii13g.htm FTII 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 36119D103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

November 4, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

October 31, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 31, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 FutureTech II Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

October 29, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

October 28, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

October 17, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

October 7, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment

SC 13G/A 1 tm2425684d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 FutureTech II Acquisition Corp. (Name of Issuer) Class A (Title of Class of Securities) 36119D103 (CUSIP Number) 9/30/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

September 20, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-41289 87-2551539 (State or Other Jurisdiction of Incorporation) (Com

September 20, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 FutureTech II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2024 FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-41289 87-2551539 (State or Other Jurisdiction of Incorporation) (Com

September 20, 2024 EX-10.2

Company Voting and Support Agreement, dated September 16, 2024, by and among Longevity Biomedical, Inc., FutureTech II Acquisition Corp. and the sole securityholder of Longevity (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on September 20, 2024)

EXHIBIT 10.2 EXECUTION VERSION COMPANY SUPPORT AGREEMENT This COMPANY VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 16, 2024, by and among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech II Acquisition Corp., a Delaware corporation (the “Purchaser”), and the Company Securityholder of the Company set forth on Schedule I hereto (such i

September 20, 2024 EX-10.1

Voting and Support Agreement, dated September 16, 2024 by and among Longevity Biomedical, Inc., FutureTech II Acquisition Corp., and FutureTech Partners II LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on September 20, 2024)

EXHIBIT 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 16, 2024, by and among Longevity Biomedical, Inc., a Delaware corporation (the “Company”), FutureTech II Acquisition Corp., a Delaware corporation (the “Purchaser”), and FutureTech Partners II LLC, a Delaware limited liability company (the “Sponsor”). The Compa

September 20, 2024 EX-99.1

Longevity Biomedical, Inc. and FutureTech II Acquisition Corp. Announce Business Combination to Create Nasdaq-Listed Biopharmaceutical Company Focused on Advancing New Technologies to Promote Human Health and Longevity

EXHIBIT 99.1 Longevity Biomedical, Inc. and FutureTech II Acquisition Corp. Announce Business Combination to Create Nasdaq-Listed Biopharmaceutical Company Focused on Advancing New Technologies to Promote Human Health and Longevity - Longevity Biomedical, Inc. is focused on developing and acquiring new technologies spanning therapeutics, health monitoring and digital health solutions to become a l

September 20, 2024 EX-2.1

Agreement and Plan of Merger, dated September 16, 2024 by and among FutureTech II Acquisition Corp., Longevity Biomedical, Inc., LBI Merger Sub, Inc., and Bradford A. Zakes (in his capacity as Seller Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on September 20, 2024)

EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FutureTech II Acquisition Corp. Longevity Biomedical, Inc. LBI Merger Sub, Inc. and Bradford A. Zakes, in the capacity as Seller Representative Dated as of September 16, 2024 ARTICLE I. MERGER 7 1.1 Merger. 7 1.2 Effective Time. 7 1.3 Effect of the Merger. 8 1.4 Certificate of Incorporation and Bylaws; Directors and Officers.

September 20, 2024 EX-99.2

Investor Presentation, dated September 2024.

Exhibit 99.2

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETECH

June 7, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G/A(#3E) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Futuretech II Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 36119D103 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this S

May 17, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Commi

May 16, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41289 For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐  Transition R

May 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETEC

April 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Com

April 5, 2024 EX-97.1

FutureTech II Acquisition Corp. Clawback Policy

Exhibit 97 FUTURETECH II ACQUISITION CORP. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If FutureTech II Acquisition Corp. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to reco

April 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41289 FUTURETECH II

April 5, 2024 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended and bylaws, each of which are incorpor

April 5, 2024 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF FUTURETECH II ACQUISITION CORP. None.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR Commission File Number: 001-41289 For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

March 7, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G/A(#2) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Futuretech II Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 36119D103 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which t

March 6, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 )* Under the Securities Exchange Act of 1934 FutureTech II Acquisition Corp. (Name of Issuer) Class A (Title of Class of Securities) 36119D103 (CUSIP Number) 3/6/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

March 4, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

March 1, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) February 14, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box

February 22, 2024 SC 13G/A

FTII / FutureTech II Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinftii123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S

February 14, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated February 14, 2024 (3)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. February 14, 2024 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.”. The original certific

February 14, 2024 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 ftii21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State

February 14, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

February 14, 2024 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 FutureTech II Acquisition Corp. (Name of Issuer) Class A (Title of Class of Securities) 36119D103 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 13, 2024 SC 13G/A

US36119D1037 / FutureTech II Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

February 13, 2024 SC 13G/A

US36119D2027 / FUTURETECH II ACQUISITION CORP / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FutureTech II Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 36119D202 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

February 13, 2024 SC 13G/A

US36119D1037 / FutureTech II Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G/A(#1) Passive Investment

SC 13G/A 1 karpus-sch13g18788f.htm KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Futuretech II Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2023 (Date of Event Wh

February 9, 2024 SC 13G/A

US36119D2027 / FUTURETECH II ACQUISITION CORP / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* FutureTech II Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 36119D202 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 9, 2024 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020133sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S

February 2, 2024 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 ftii20224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FutureTech II Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) 36119D103 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

February 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

January 22, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41289 FutureTech II Acqui

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR Commission File Number: 001-40983 For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐  Transiti

October 20, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (C

August 18, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Co

August 17, 2023 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated August 17, 2023 (3)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. August 17, 2023 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.”. The original certificat

August 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 FutureTech II Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Co

August 17, 2023 EX-10.1

Amendment to the Investment Management Trust Agreement, dated February 18, 2022 between the Company and Continental Stock Transfer & Trust Company. (3)

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of August 17, 2023, by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certai

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41289 FutureTech II Acquisitio

July 31, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

July 18, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 FutureTech II Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Commi

May 17, 2023 EX-99.1

FutureTech II Acquisition Corp. Confirms Funding and Extension of Period to Complete Initial Business Combination

Exhibit 99.1 FutureTech II Acquisition Corp. Confirms Funding and Extension of Period to Complete Initial Business Combination New Rochelle, NY — May 17, 2023 — FutureTech II Acquisition Corp. (Nasdaq: FTIIU) (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41289 FutureTech II Acquisiti

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41289 FUTURETECH II ACQUISITION CORP. (Exact Name of R

March 31, 2023 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, as amended and bylaws, each of which are incorpor

March 31, 2023 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF FUTURETECH II ACQUISITION CORP. None.

February 21, 2023 EX-99.1

FutureTech II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 FutureTech II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New Rochelle, NY/ February 21, 2023 FutureTech II Acquisition Corp. (Nasdaq: FTIIU, FTII, FTIIW) (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business c

February 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 FutureTech II A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2023 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

February 14, 2023 SC 13G/A

US36119D2027 / FUTURETECH II ACQUISITION CORP / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* FutureTech II Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 36119D202 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Che

February 14, 2023 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G Passive Investment

SC 13G 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / FUTURETECH II ACQUISITION - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * Futuretech II Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2022 (Date of Event Which R

February 14, 2023 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* FutureTech II Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

February 14, 2023 SC 13G

US36119D1037 / FutureTech II Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* FutureTech II Acquisition Corp. (Name of Issuer) Class A common stock, par value $ 0.0001 (Title of Class of Securities) 36119D103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

January 4, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41289 FUTURETECH II ACQUISITION COR

January 4, 2023 CORRESP

January 4, 2023

CORRESP 1 filename1.htm NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andy Tucker T: 202.689.2987 [email protected] 101 Constitution Avenue, NW Suite 900 Washington D.C., 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com January 4, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attentio

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41289 FutureTech II Acqui

August 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR Commission File Number: 001-40983 For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? ?Transition Re

August 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40386 FutureTech II Acquisitio

May 27, 2022 SC 13G/A

Feis Lawrence Michael - SCHEDULE 13G/A

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* FutureTech II Acquisition Corp. (Name of Issuer) Class A common stock, par value $ 0.0001 (Title of Class of Securities) 36119D103 (CUSIP

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40983 FutureTech II Acquisiti

April 8, 2022 EX-99.1

FutureTech II Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants

EX-99.1 2 ex99-1.htm Exhibit 99.1 FutureTech II Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants New Rochelle, NY/ April 8, 2022 FutureTech II Acquisition Corp. (Nasdaq: FTIIU) (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business co

April 8, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2022 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (Comm

March 31, 2022 EX-4.5

Description of Registered Securities.*

EX-4.5 2 ex4-5.htm Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of FutureTech II Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporat

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41289 FUTURE TECH II ACQUISITION CORP. (Exact Name of

March 3, 2022 EX-99.1

INDEX TO FINANCIAL STATEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Opinion on the Financial Statements We have audited the accompanying balance sheet of (the Company) as of , and the

March 3, 2022 EX-99.1

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of FutureTech II Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of FutureTech II Acqu

March 3, 2022 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539

March 3, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41289 87-2551539 (

February 25, 2022 SC 13G

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Future Tech II Acquisition Corp. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 36119D202 (CUSIP Number) February 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 24, 2022 EX-1.1

Underwriting Agreement, dated February 15, 2022, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K (File No. 001-41289), filed with the SEC on February 24, 2022)

EX-1.1 2 ex1-1.htm Exhibit 1.1 FUTURETECH II ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York February 15, 2022 EF Hutton, division of Benchmark Investments LLC. 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms i

February 24, 2022 EX-99.2

FutureTech II Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option

EX-99.2 11 ex99-2.htm Exhibit 99.2 FutureTech II Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option New Rochelle, NY – February 18, 2022 – FutureTech II Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 10,000,000 units at $10.00 per unit (the “Offering”). Each unit consists of one share of Class A

February 24, 2022 EX-10.1

Letter Agreement, dated February 16, 2022, among the Company, its officers and directors and the Company’s sponsor, FutureTech Partners II LLC. (2)

EX-10.1 5 ex10-1.htm Exhibit 10.1

February 24, 2022 EX-3.1

Amended and Restated Certificate of Incorporation (1)

EX-3.1 3 ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. February 17, 2022 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.” The original certificate of incorpo

February 24, 2022 EX-10.4

Placement Unit Purchase Agreement, dated February 18, 2022, by and between the Company and the Sponsor. (2)

EX-10.4 8 ex10-4.htm Exhibit 10.4 FutureTech II Acquisition Corp. 128 Gail Drive New Rochelle, NY 10805 February 18, 2022 Ladies and Gentlemen: FutureTech II Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “

February 24, 2022 EX-99.1

FutureTech II Acquisition Corp. Announces Pricing of $100,000,000 Initial Public Offering

EX-99.1 10 ex99-1.htm Exhibit 99.1 FutureTech II Acquisition Corp. Announces Pricing of $100,000,000 Initial Public Offering New Rochelle, NY– February 15, 2022 – FutureTech II Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of $100,000,000, consisting of 10,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Marke

February 24, 2022 EX-10.2

Investment Management Trust Agreement, dated February 18, 2022 between the Company and Continental Stock Transfer & Trust Company. (2)

EX-10.2 6 ex10-2.htm Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2022 by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme

February 24, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-

February 24, 2022 EX-10.6

Administrative Support Agreement, dated February 18, 2022, by and between the Company and FutureTech Partners II LLC. (2)

Exhibit 10.6 FutureTech II Acquisition Corp. February 18, 2022 FutureTech Partners II LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between FutureTech II Acquisition Corp. (the ?Company?) and FutureTech Partners II LLC, our sponsor (?FutureTech Partners II?), dated as of the date hereof, will confirm our agreement that, commencing on the date the secur

February 24, 2022 EX-4.1

Warrant Agreement, dated February 18, 2022, between the Company and Continental Stock Transfer & Trust Company. (2)

EX-4.1 4 ex4-1.htm Exhibit 4.1 WARRANT AGREEMENT between FUTURETECH II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of February 18, 2022, between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such

February 24, 2022 EX-10.3

Registration Rights Agreement, dated February 18, 2022, by and among the Company and certain securityholders. (2)

EX-10.3 7 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2022, is made and entered into by and among FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), FutureTech Partners II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page

February 18, 2022 SC 13G

BOOTHBAY FUND MANAGEMENT, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* FutureTech II Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 36119D202 (CUSIP Number) February 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate b

February 17, 2022 424B4

FutureTech II Acquisition Corp. 10,000,000 Units

PROSPECTUS Filed Pursuant to Rule [424(b)(4)] Registration No. 333-261886 $100,000,000 FutureTech II Acquisition Corp. 10,000,000 Units FutureTech II Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we r

February 14, 2022 CORRESP

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 February 14, 2022 VIA EDGAR U.

February 14, 2022 CORRESP

FUTURETECH II ACQUISITION CORP.

FUTURETECH II ACQUISITION CORP. February 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Re: FutureTech II Acquisition Corp. (the ?Company?) Registration Statement on Form S-1 (File No. 333-261886) (the ?Registration Statement?) Dear Benjamin Holt, The Company hereby requests, pursuant to Rule 461

February 14, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FutureTech II Acquisition Corp. (Exact name o

8-A12B 1 form8-a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-2551539 (State or other jurisdiction of incorporation or organization) (

February 11, 2022 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-26188

February 11, 2022 EX-10.4

Form of Registration Rights Agreement between the registrant and certain security holders**

EX-10.4 9 ex10-4.htm Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), FutureTech Partners II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (

February 11, 2022 EX-FILING FEES

Filing Fee Table**

EX-FILING FEES 12 ex107.htm Exhibit 107 Calculation of Filing Fee Exhibit 107 S-1 Amendment No. 2 FutureTech II Acquisition Corp. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Carry

February 11, 2022 EX-10.6

Form of Placement Unit Purchase Agreement between the registrant and FutureTech Partners II LLC**

EX-10.6 10 ex10-6.htm Exhibit 10.6 FutureTech II Acquisition Corp. 128 Gail Drive New Rochelle, NY 10805 [], 2022 Ladies and Gentlemen: FutureTech II Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securiti

February 11, 2022 EX-10.1

Form of Letter Agreement among the registrant and our officers, directors and FutureTech Partners II LLC**

Exhibit 10.1 [ ], 2022 FutureTech II Acquisition Corp. 128 Gail Drive New Rochelle, NY 10805 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”) and EF Hut

February 11, 2022 EX-3.2

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. [ ], 2022 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.” The original certificate of incorporation of the Corporation w

February 11, 2022 EX-1.1

Form of Underwriting Agreement**

Exhibit 1.1 FUTURETECH II ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [ ], 2022 EF Hutton, division of Benchmark Investments LLC. 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton

February 11, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on February 10, 2022

As filed with the U.S. Securities and Exchange Commission on February 10, 2022 Registration No. 333-261886 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2551539 (State or other jurisdic

February 11, 2022 EX-4.4

Specimen Warrant Certificate. (1)

EX-4.4 5 ex4-4.htm Exhibit 4.4 WARRANT AGREEMENT between FUTURETECH II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [●], 2022, between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity

February 11, 2022 EX-4.1

Specimen Unit Certificate**

Exhibit 4.1 NUMBER FTIIU UNITS SEE REVERSE FOR CERTAIN DEFINITIONS FUTURETECH II ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of Class A common stock, with a par value $0.0001 per share (?Class A Common Stock?), of FutureTech II Acquisition Corp., a Delaware corporat

January 24, 2022 EX-1.1

Form of Underwriting Agreement**

EX-1.1 2 ex1-1.htm Exhibit 1.1 FUTURETECH II ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [●], 2022 EF Hutton, division of Benchmark Investments LLC. 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agree

January 24, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 21, 2022

S-1/A 1 forms-1a.htm As filed with the U.S. Securities and Exchange Commission on January 21, 2022 Registration No. 333-261886 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2551539 (Sta

January 24, 2022 EX-3.2

Form of Amended and Restated Certificate of Incorporation**

EX-3.2 3 ex3-2.htm Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUTURETECH II ACQUISITION CORP. [ ], 2022 FutureTech II Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “FutureTech II Acquisition Corp.” The original certificate of incorporation o

December 23, 2021 EX-4.2

Specimen Class A Common Stock Certificate. (1)

Exhibit 4.2 NUMBER SHARES FTII SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] FUTURETECH II ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF FUTURETECH II ACQUISITION CORP. (THE “COMPANY”) transferable on the books

December 23, 2021 EX-99.5

Consent of Aroop Zutshi*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by FutureTech II Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Future

December 23, 2021 S-1

Power of Attorney (included on signature page of the initial filing of this registration statement)*

As filed with the U.S. Securities and Exchange Commission on December 23, 2021 Registration No. 333- [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FutureTech II Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-2551539 (State or other jurisdiction of incorporation

December 23, 2021 EX-99.4

Consent of Jeffrey Moseley*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by FutureTech II Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Future

December 23, 2021 EX-10.1

Form of Letter Agreement among the registrant and our officers, directors and FutureTech Partners II LLC*

Exhibit 10.1 [ ], 2021 FutureTech II Acquisition Corp. 128 Gail Drive New Rochelle, NY 10805 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”) and EF Hut

December 23, 2021 EX-14

Code of Ethics (1)

Exhibit 14 CODE OF CONDUCT AND ETHICS OF FUTURETECH II ACQUISITION CORP Adopted: , 2021 The Board of Directors (the “Board”) of FutureTech II Acquisition Corp.

December 23, 2021 EX-99.1

Form of Audit Committee Charter*

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF FUTURETECH II ACQUISITION CORP. Adopted: [ ] 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of FutureTech II Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise its independent judgment

December 23, 2021 CORRESP

December 23, 2021

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Andrew M. Tucker T: (202) 689-2987 [email protected] 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com December 23, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance, Office of Real Estate & Construction U.S. Securities & Exchange Commissio

December 23, 2021 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333- (the

December 23, 2021 EX-10.6

Form of Placement Unit Purchase Agreement between the registrant and FutureTech Partners II LLC*

Exhibit 10.6 FutureTech II Acquisition Corp. 128 Gail Drive New Rochelle, NY 10805 [], 2021 Ladies and Gentlemen: FutureTech II Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection wi

December 23, 2021 EX-99.3

Consent of Neil Bush*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by FutureTech II Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Future

December 23, 2021 EX-10.7

Form of Indemnity Agreement. (2)

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , 2021, between FutureTech II Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequa

December 23, 2021 EX-10.4

Form of Registration Rights Agreement between the registrant and certain security holders*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), FutureTech Partners II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, toge

December 23, 2021 EX-4.1

Specimen Unit Certificate. (1)

EX-4.1 2 ex4-1.htm Exhibit 4.1 NUMBER FTIIU UNITS SEE REVERSE FOR CERTAIN DEFINITIONS FUTURETECH II ACQUISITION CORP. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, with a par value $0.0001 per share (“Class A Common Stock”), of FutureTech II Acquisi

December 23, 2021 EX-99.2

Form of Compensation Committee Charter*

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF FUTURETECH II ACQUISITION CORP. Adopted: [ ], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of FutureTech II Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it shall exercise it

December 23, 2021 EX-10.8

Form of Administrative Support Agreement by and between the registrant and FutureTech Partners II LLC *

EX-10.8 10 ex10-8.htm Exhibit 10.8 FutureTech II Acquisition Corp. [ ], 2021 FutureTech Partners II LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between FutureTech II Acquisition Corp. (the “Company”) and FutureTech Partners II LLC, our sponsor (“FutureTech Partners II”), dated as of the date hereof, will confirm our agreement that, commencing on the

November 1, 2021 EX-10.2

Promissory Note, dated August 19, 2021, issued to the Company (1)

EX-10.2 5 filename5.htm Exhibit 10.2

November 1, 2021 EX-3.3

Bylaws (2)

EX-3.3 3 filename3.htm Exhibit 3.3 BY LAWS OF FUTURETECH II ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporatio

November 1, 2021 EX-3.1

Certificate of Incorporation*

EX-3.1 2 filename2.htm Exhibit 3.1

November 1, 2021 EX-10.5

Securities Subscription Agreement, dated October 8, 2021, by and between the Registrant and FutureTech Partners II LLC. (1)

Exhibit 10.5

November 1, 2021 EX-4.4

WARRANT AGREEMENT FUTURETECH II ACQUISITION CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY

EX-4.4 4 filename4.htm Exhibit 4.4 WARRANT AGREEMENT between FUTURETECH II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [●], 2021, between FutureTech II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capa

November 1, 2021 DRS

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 1, 2021 and is not being filed under the Securities Act of 1933, as amended.

This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 1, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FutureTech II Acquisition Corp. (Exact name of registrant as spec

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