Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations FutureTech II Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on August 19, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Currently, the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, except for any entity with its principal business operations in China (including Hong Kong and Macau); however, the Company intends to focus on a business in the technology industry. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from August 19, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is FutureTech Partners II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 18, 2022, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 , and incurring offering costs of $ 5,688,352 3,450,000 was for deferred underwriting commissions. The Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments. Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 520,075 10.00 5,200,750 5,200,750 Subsequently, on February 18, 2022, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-allotment Option Units”). The total aggregate issuance by the Company of 1,500,000 10.00 1,500,000 52,500 525,000 A total of $ 117,300,000 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,688,352 1,725,000 of cash underwriting fees, $ 3,450,000 of deferred underwriting fees and $ 513,352 of other costs. FUTURETECH II ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Following the closing of the Initial Public Offering $ 700,000 of cash was held outside of the Trust Account available for working capital purposes. As of March 31, 2022, we have available to us $ 305,665 416,267 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until February 18, 2023 (or up to May 18, 2023, or August 18, 2023, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $ 1,000,000 1,150,000 0.10 100,000 1,000,000 1,150,000 0.10 FUTURETECH II ACQUISITION CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.15 10.15 Liquidity and Management’s Plans At March 31, 2022, the Company had cash of $ 305,665 416,267 Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |