FutureTech II Acquisition (FTII) 10-Q 16 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 15, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41289
Entity Registrant Name	FutureTech II Acquisition Corp.
Entity Central Index Key	0001889450
Entity Tax Identification Number	87-2551539
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	128 Gail Drive
Entity Address, City or Town	New Rochelle
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10805
City Area Code	(914)
Local Phone Number	316-4805
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Information, Former Legal or Registered Name	Not applicable
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	FTIIU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	FTII
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	FTIIW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		5,556,350
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 5,496	$ 262,756
Prepaid expenses	131,405	157,614
Due from Sponsor	8,733
Total Current Assets	710,734	420,370
Marketable Securities held in Trust Account	60,644,452	118,976,585
Prepaid expenses, non-current		77,654
Total Assets	61,355,186	119,474,609
Current Liabilities:
Accounts payable and accrued expenses	52,902	130,225
Franchise tax payable	300,000	200,000
Income tax payable	901,931	310,259
Accrued offering costs	2,708	2,708
Note payable - Sponsor	3,335,928	144,443
Total Current Liabilities	4,593,469	787,635
Deferred underwriting commission	3,450,000	3,450,000
Total Liabilities	8,043,469	4,237,635
COMMITMENTS AND CONTINGENCIES (Note 6)
Redeemable Class A common stock subject to possible redemption, 5,556,350 and 11,500,000 shares at redemption value of $10.72 and $10.30 per share as of September 30, 2023 and December 31, 2022, respectively	59,573,158	118,466,326
Stockholders’ deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, value
Additional paid-in capital
Accumulated deficit	(6,261,793)	(3,229,704)
Total Stockholders’ Deficit	(6,261,441)	(3,229,352)
Total Liabilities and Stockholders’ Deficit	61,355,186	119,474,609
Common Class A [Member]
Stockholders’ deficit:
Common stock, value	64	64
Common Class B [Member]
Stockholders’ deficit:
Common stock, value	288	288
Related Party [Member]
Current Assets:
Advances to related parties	$ 565,100

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock subject to possible redemption shares	5,556,350	11,500,000
Common stock subject to possible redemption per share	$ 10.72	$ 10.30
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares outstanding	250,000	250,000
Common Class A [Member]
Common stock subject to possible redemption shares	5,556,350	11,500,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	635,075	635,075
Common stock, shares outstanding	635,075	635,075
Common stock, shares	115,000	115,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
EXPENSES
Administrative fee - related party	$ 30,000	$ 30,000	$ 90,000	$ 70,000
Franchise tax	50,000	50,000	150,000	148,767
General and administrative	249,254	85,711	650,820	261,850
TOTAL EXPENSES	329,254	165,711	890,820	480,617
OTHER INCOME
Interest earned on marketable securities held in Trust Account	1,232,507	557,708	3,989,390	674,998
TOTAL OTHER INCOME	1,232,507	557,708	3,989,390	674,998
Pre-tax income (loss)	903,253	391,997	3,098,570	194,381
Income tax	(242,027)		(793,671)
Net income (loss)	$ 661,226	$ 391,997	$ 2,304,899	$ 194,381
Common Class A [Member]
OTHER INCOME
Weighted average number of shares common stock outstanding, basic	8,657,385	11,500,000	10,542,049	9,639,706
Weighted average number of shares common stock outstanding, diluted	8,657,385	11,500,000	10,542,049	9,639,706
Basic net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Common Class B [Member]
OTHER INCOME
Weighted average number of shares common stock outstanding, basic	2,875,000	2,875,000	2,875,000	2,814,338
Weighted average number of shares common stock outstanding, diluted	2,875,000	2,875,000	2,875,000	2,814,338
Basic net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 288	$ 24,712	$ (438)	$ 24,562
Balance, shares at Dec. 31, 2021		2,875,000
Remeasurement adjustment			2,762,954	(2,762,954)
Net income (loss)				(71,510)	(71,510)
Sale of units in Initial Public Offering, net of Offering costs	$ 1,150		112,760,498		112,760,498
Sale of units in Initial Public Offering, net of offering costs, shares	11,500,000
Sale of Private Placement Units	$ 52		5,200,968		5,200,750
Sale of Private Placement Units, shares	520,075
Shares issued to representative	$ 12		(12)
Shares issued to representative, shares	115,000
Deferred underwriting commission			(3,450,000)		(3,450,000)
Class A Common Stock subject to possible redemption	$ (1,150)		(117,298,850)		(117,300,000)
Class A Common Stock subject to possible redemption, shares	(11,500,000)
Balance at Mar. 31, 2022	$ 64	$ 288		(2,834,902)	(2,834,550)
Balance, shares at Mar. 31, 2022	635,075	2,875,000
Balance at Dec. 31, 2021		$ 288	24,712	(438)	24,562
Balance, shares at Dec. 31, 2021		2,875,000
Net income (loss)					194,381
Balance at Sep. 30, 2022	$ 64	$ 288		(3,095,242)	(3,094,890)
Balance, shares at Sep. 30, 2022	635,075	2,875,000
Balance at Mar. 31, 2022	$ 64	$ 288		(2,834,902)	(2,834,550)
Balance, shares at Mar. 31, 2022	635,075	2,875,000
Net income (loss)				(126,106)	(126,106)
Balance at Jun. 30, 2022	$ 64	$ 288		(2,961,008)	(2,960,656)
Balance, shares at Jun. 30, 2022	635,075	2,875,000
Remeasurement adjustment				(526,231)	(526,231)
Net income (loss)				391,997	391,997
Balance at Sep. 30, 2022	$ 64	$ 288		(3,095,242)	(3,094,890)
Balance, shares at Sep. 30, 2022	635,075	2,875,000
Balance at Dec. 31, 2022	$ 64	$ 288		(3,229,704)	(3,229,352)
Balance, shares at Dec. 31, 2022	635,075	2,875,000
Remeasurement adjustment				(2,128,414)	(2,128,414)
Net income (loss)				807,289	807,289
Balance at Mar. 31, 2023	$ 64	$ 288		(4,550,829)	(4,550,477)
Balance, shares at Mar. 31, 2023	635,075	2,875,000
Balance at Dec. 31, 2022	$ 64	$ 288		(3,229,704)	(3,229,352)
Balance, shares at Dec. 31, 2022	635,075	2,875,000
Net income (loss)					2,304,899
Balance at Sep. 30, 2023	$ 64	$ 288		(6,261,793)	(6,261,441)
Balance, shares at Sep. 30, 2023	635,075	2,875,000
Balance at Mar. 31, 2023	$ 64	$ 288		(4,550,829)	(4,550,477)
Balance, shares at Mar. 31, 2023	635,075	2,875,000
Remeasurement adjustment				(1,126,824)	(1,126,824)
Net income (loss)				836,383	836,383
Balance at Jun. 30, 2023	$ 64	$ 288		(4,841,270)	(4,840,918)
Balance, shares at Jun. 30, 2023	635,075	2,875,000
Remeasurement adjustment				(2,090,482)	(2,090,482)
Net income (loss)				661,226	661,226
Capital contribution				8,733	8,733
Balance at Sep. 30, 2023	$ 64	$ 288		$ (6,261,793)	$ (6,261,441)
Balance, shares at Sep. 30, 2023	635,075	2,875,000

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from Operating Activities:
Net income (loss)	$ 2,304,899	$ 194,381
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on marketable securities held in the Trust Account	(3,989,390)	(674,998)
Changes in operating assets and liabilities:
Prepaid expenses	26,209	(221,074)
Franchise tax payable	100,000
Income tax payable	591,672
Other assets	77,654	(77,654)
Accounts payable and accrued expenses	(77,323)	243,734
Net cash used in operating activities	(966,279)	(535,611)
Cash flows from Investing Activities:
Investment of cash in Trust Account	(2,550,000)	(117,300,000)
Cash withdrawn from Trust	64,746,521
Net cash used in investing activities	62,196,521	(117,300,000)
Cash flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discount paid		113,275,000
Proceeds from sale of private placement units		5,200,750
Note receivable		(100,000)
Note receivable - repayment		100,000
Payment of deferred offering costs		(316,639)
Advance to Sponsor	(565,100)
Proceeds from issuance of debt – related party	3,316,485
Cash paid for redemptions	(64,238,887)
Net cash provided by financing activities	(61,487,502)	118,159,111
Net change in cash	(257,260)	323,500
Cash - Beginning of the period	262,756	5,000
Cash - End of the period	5,496	328,500
Supplemental disclosure of non-cash financing activities:
Deferred underwriting commission		3,450,000
Initial Classification of Class A common stock subject to redemption		117,300,000
Remeasurement adjustment	5,345,720	526,231
Offering costs paid by Promissory note - related parties		$ 100,893

Description of Organization and

Description of Organization and Business Operations, Going Concern and Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Description of Organization and Business Operations, Going Concern and Basis of Presentation	Note 1 - Description of Organization and Business Operations, Going Concern and Basis of Presentation FutureTech II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 19, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). 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. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through September 30, 2023 relates to organizational activities and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering (the “Initial Public Offering”). The Company has selected December 31 as its fiscal year end. The registration statement for the Initial Public Offering was declared effective on February 14, 2022. On February 18, 2022, the Company consummated the Initial Public Offering of 11,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 520,075 10.00 5,200,750 Following the closing of the Initial Public Offering on February 18, 2022, an amount of $ 117,300,000 10.00 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,688,352 1,725,000 3,450,000 513,352 Following the closing of the Initial Public Offering, $ 700,000 5,496 3,882,735 262,756 367,265 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% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 1 - Description of Organization and Business Operations (Continued) The Company has until November 18, 2023 (or up to February 18, 2024, if extended) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is the Company’s intention to redeem its Public Shares as soon as reasonably possible following the end of the Combination Period. As such, the Company’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of such stockholders may extend well beyond the third anniversary of such date. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $ 10.20 10.20 Liquidity and Management’s Plans At September 30, 2023, the Company had cash of $ 5,496 3,882,735 At December 31, 2022, the Company had cash of $ 150,257 1,920,820 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 18, 2023 (or up to February 18, 2024, if extended) to complete a Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date and the Company has not exercised its option to extend the deadline, there will be a mandatory liquidation and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 1 - Description of Organization and Business Operations (Continued) Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination or the operations of a target business with which the Company ultimately consummates a Business Combination may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the SEC on Form 10-K on March 31, 2023. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. As of September 30, 2023 and December 31, 2022, the Company had cash of $ 5,496 262,756 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 As of September 30, 2023 and December 31, 2022, the Company had $ 60,644,452 118,976,585 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 59,573,158 118,466,326 1,126,824 58,893,168 2,090,482 5,345,720 526,231 Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 496,383 $ 164,842 313,598 $ 78,339 Denominator: Basic and diluted weighted average shares outstanding 8,657,385 2,875,000 11,500,000 2,875,000 Basic and diluted net income (loss) per share of common stock $ 0.06 $ 0.06 0.03 $ 0.03 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 1,811,005 $ 493,893 150,455 $ 43,926 Denominator: Basic and diluted weighted average shares outstanding 10,542,049 2,875,000 9,639,706 2,814,338 Basic and diluted net income (loss) per share of common stock $ 0.17 $ 0.17 0.02 $ 0.02 Fair Value of Financial Instruments The fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 60,644,452 118,976,585 ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1 Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2023
Public Offering
Public Offering	Note 3 - Public Offering Pursuant to the Initial Public Offering and full exercise of the underwriters’ overallotment option, the Company sold 11,500,000 10.00 11.50

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2023
Private Placement
Private Placement	Note 4 - Private Placement 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 The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The warrants included in the Private Placement Units (the “Private Placement Warrants”) are identical to the warrants sold in the Initial Public Offering, except as described in Note 7. If the Company does not complete a Business Combination within the required period, the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Class B Common Stock On October 8, 2021, the Company issued an aggregate of 2,875,000 25,000 0.009 375,000 20 The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note - Related Party On August 19, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering 3,335,928 144,443 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 5 - Related Party Transactions (Continued) Extension Loan - Related Party If the Company anticipates that it may not be able to consummate a Business Combination by the end of the Combination Period, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to six times, each by an additional one month (for a total of up to 24 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, as amended, and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days’ advance notice prior to the applicable deadline, must deposit into the Trust Account the lesser of: (i) $ 125,000 0.04 10.00 per unit, which units will be identical to the Private Placement Units. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. Furthermore, the letter agreement among the Company and the Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. The public stockholders will not be afforded an opportunity to vote on the extension of time to consummate an initial Business Combination from 18 months to 24 months described above or redeem their shares in connection with such extensions. On August 18, 2023, the Company caused to be deposited $ 125,000 125,000 125,000 250,000 outstanding under the Extension Loans. Administrative Support Agreement Commencing on the date the Units are first listed on Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 30,000 90,000 30,000 70,000 Representative Shares The Company issued to EF Hutton and/or its designees, 115,000 The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in the Initial Public Offering except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions. Advances to related parties During the nine months ended September 30, 2023, the Company advanced $ 440,100 440,100 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. The holders of the majority of these securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter was paid a cash underwriting discount of one and a half percent ( 1.50 1,725,000 3.50 3,450,000 115,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending twenty-four (24) months from the closing of a Business Combination, the Company granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders’ Equity (Deficit)	Note 7 - Stockholders’ Equity (Deficit) Preferred Shares 1,000,000 0.0001 no Class A Common Stock 100,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share 635,075 115,000 5,556,350 11,500,000 Class B Common Stock - 10,000,000 0.0001 2,875,000 375,000 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. In connection with the Company’s initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 7 - Stockholders’ Equity (Continued) The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the required period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review the Company did not identify any subsequent events, other than disclosed below, that would have required adjustment or disclosure in the financial statements. As previously disclosed, on October 16, 2023, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on The Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market. The notice states that we have 45 calendar days, or until November 30, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule. We intend to submit to Nasdaq a plan to regain compliance with the Minimum Total Holders Rule within the required timeframe. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the notice, or until April 13, 2024, to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the SEC on Form 10-K on March 31, 2023. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. As of September 30, 2023 and December 31, 2022, the Company had cash of $ 5,496 262,756 FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Trust Account	Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 10.00 As of September 30, 2023 and December 31, 2022, the Company had $ 60,644,452 118,976,585
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 513,352 1,725,000
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 59,573,158 118,466,326 1,126,824 58,893,168 2,090,482 5,345,720 526,231
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented. FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 496,383 $ 164,842 313,598 $ 78,339 Denominator: Basic and diluted weighted average shares outstanding 8,657,385 2,875,000 11,500,000 2,875,000 Basic and diluted net income (loss) per share of common stock $ 0.06 $ 0.06 0.03 $ 0.03 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 1,811,005 $ 493,893 150,455 $ 43,926 Denominator: Basic and diluted weighted average shares outstanding 10,542,049 2,875,000 9,639,706 2,814,338 Basic and diluted net income (loss) per share of common stock $ 0.17 $ 0.17 0.02 $ 0.02
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. This is the level that the Marketable Securities Held in Trust Account are considered (being $ 60,644,452 118,976,585 ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and FUTURETECH II ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
New Law and Changes	New Law and Changes On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, beginning in 2023, will impose a 1 The IR Act imposes a 1
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Calculation of Basic and Diluted Net Income Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Schedule of Calculation of Basic and Diluted Net Income Per Common Share Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 496,383 $ 164,842 313,598 $ 78,339 Denominator: Basic and diluted weighted average shares outstanding 8,657,385 2,875,000 11,500,000 2,875,000 Basic and diluted net income (loss) per share of common stock $ 0.06 $ 0.06 0.03 $ 0.03 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 1,811,005 $ 493,893 150,455 $ 43,926 Denominator: Basic and diluted weighted average shares outstanding 10,542,049 2,875,000 9,639,706 2,814,338 Basic and diluted net income (loss) per share of common stock $ 0.17 $ 0.17 0.02 $ 0.02

Description of Organization a_2

Description of Organization and Business Operations, Going Concern and Basis of Presentation (Details Narrative) - USD ($)			9 Months Ended
	Feb. 18, 2022	Feb. 16, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from issuance of public offering	$ 117,300,000		$ 117,300,000
Stock issued during period new issue, shares	520,075
Proceeds from private placement				$ 5,200,750
Shares issued, price per share	$ 10		$ 10
Cash underwriting fees			$ 1,725,000
Deferred underwriting commissions			3,450,000		$ 3,450,000
Other Deferred Costs, Net			513,352
Number of shares cash held by trust account			700,000
Cash			5,496		262,756
Working capital			3,882,735		1,920,820
Cash					150,257
Interest Expense			$ 100,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued	11,500,000
Gross proceeds from issuance of public offering	$ 115,000,000
Shares issued, price per share			$ 10.20
Offering cost			$ 5,688,352
Working capital			$ 3,882,735		367,265
Cash					$ 262,756
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period new issue, shares			520,075
Share price	$ 10		$ 10
Proceeds from private placement	$ 5,200,750	$ 5,200,750	$ 5,200,750

Schedule of Calculation of Basi

Schedule of Calculation of Basic and Diluted Net Income Per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Common Class A [Member]
Income allocable to Class B common stock	$ 496,383	$ 313,598	$ 1,811,005	$ 150,455
Basic weighted average shares outstanding	8,657,385	11,500,000	10,542,049	9,639,706
Diluted weighted average shares outstanding	8,657,385	11,500,000	10,542,049	9,639,706
Basic net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Common Class B [Member]
Income allocable to Class B common stock	$ 164,842	$ 78,339	$ 493,893	$ 43,926
Basic weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,814,338
Diluted weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,814,338
Basic net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02
Diluted net income (loss) per share of common stock	$ 0.06	$ 0.03	$ 0.17	$ 0.02

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Feb. 18, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Aug. 16, 2022
Subsidiary, Sale of Stock [Line Items]
Cash FDIC insured amount		$ 250,000		$ 250,000
Cash		$ 5,496		5,496		$ 262,756
Proceeds from issuance initial public offering	$ 117,300,000			$ 117,300,000
Shares issued price per share	$ 10	$ 10		$ 10
Marketable securities held in trust account		$ 60,644,452		$ 60,644,452		118,976,585
Payment of offering cost					$ 316,639
Common stock subject to possible redemption amount		59,573,158		59,573,158		$ 118,466,326
Remeasurement adjustment		2,090,482			5,345,720
Percentage of exercise tax to be imposed							1%
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock subject to possible redemption amount		$ 1,126,824	$ 526,231	$ 58,893,168	$ 526,231
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering	$ 115,000,000
Shares issued price per share		$ 10.20		$ 10.20
Payment of offering cost				$ 513,352
Underwriter discount				$ 1,725,000

Public Offering (Details Narrat

Public Offering (Details Narrative) - $ / shares		9 Months Ended
	Feb. 18, 2022	Sep. 30, 2023
Warrant [Member]
Warrant exercise price		$ 0.01
Warrant [Member] | Holder [Member]
Warrant exercise price		11.50
IPO [Member]
Stock issued during period for sale	11,500,000
Sale of share price		$ 10
IPO [Member] | Underwriters over-allotment option exercised [Member]
Stock issued during period for sale		11,500,000

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)			9 Months Ended
	Feb. 18, 2022	Feb. 16, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Private placement initial public offering	520,075
Proceeds from private placement				$ 5,200,750
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Private placement initial public offering			520,075
Share price	$ 10		$ 10
Proceeds from private placement	$ 5,200,750	$ 5,200,750	$ 5,200,750

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)						3 Months Ended			9 Months Ended
	Oct. 18, 2023	Sep. 26, 2023	Aug. 18, 2023	Feb. 18, 2022	Oct. 08, 2021	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Aug. 19, 2021
Related Party Transaction [Line Items]
Sale of units in Initial Public Offering, net of offering costs, shares				520,075
Stock issued during period, value, new issues								$ 112,760,498
Shares issued price per share				$ 10		$ 10			$ 10
Trust account deposit	$ 125,000	$ 125,000	$ 125,000
Common Stock, Shares, Outstanding						250,000			250,000		250,000
Payment to sponser									$ 10,000
Administrative fees						$ 30,000	$ 30,000		90,000	$ 70,000
Sponsor [Member]
Related Party Transaction [Line Items]
Advances to related parties						$ 440,100			$ 440,100
IPO [Member]
Related Party Transaction [Line Items]
Shares issued price per share						$ 10.20			$ 10.20
Sale of stock price per share						$ 10			$ 10
IPO [Member] | EF Hutton and/or its Designees [Member]
Related Party Transaction [Line Items]
Sale of units in Initial Public Offering, net of offering costs, shares									115,000
Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt description									The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering
Notes payable						$ 3,335,928			$ 3,335,928		$ 144,443
Unsecured Promissory Note [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Debt face amount												$ 300,000
Affiliate Sponsor [Member]
Related Party Transaction [Line Items]
Warrant exercise price						$ 10			$ 10
Trust account deposit									$ 125,000
Affiliate Sponsor [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Convertible notes						$ 1,500,000			$ 1,500,000
Trust Account [Member]
Related Party Transaction [Line Items]
Public shares redeemed per share						$ 0.04			$ 0.04
Common Class B [Member]
Related Party Transaction [Line Items]
Percentage of issued and outstanding shares after initial public offering					20%
Sale of stock price per share					$ 12
Common Stock, Shares, Outstanding						2,875,000			2,875,000		2,875,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Sale of units in Initial Public Offering, net of offering costs, shares					2,875,000
Stock issued during period, value, new issues					$ 25,000
Shares issued price per share					$ 0.009
Number of option issued for forfeiture					375,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		9 Months Ended
	Feb. 18, 2022	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from initial public offering	$ 117,300,000	$ 117,300,000
Sale of units in Initial Public Offering, net of offering costs, shares	520,075
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from initial public offering	$ 115,000,000
Underwriter Over Allotment Option [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of units in Initial Public Offering, net of offering costs, shares		115,000
Underwriters Agreement [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of underwriting discount		1.50%
Proceeds from initial public offering		$ 1,725,000
Underwriters Agreement [Member] | IPO [Member] | Underwritters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from initial public offering		$ 3,450,000
Percent of underwriting deferred fee		3.50%

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details Narrative)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares outstanding	250,000	250,000
Common stock subject to possible redemption shares	5,556,350	11,500,000
Ordinary share conversion basis	0.20
Warrant [Member]
Class of Stock [Line Items]
Warrants price per share | $ / shares	$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common Stock, Voting Rights	Holders of the Company’s Class A common stock are entitled to one vote for each share
Common stock, shares issued	635,075	635,075
Common stock, shares outstanding	635,075	635,075
Common stock, shares	115,000	115,000
Common stock subject to possible redemption shares	5,556,350	11,500,000
Common Class A [Member] | Warrant [Member]
Class of Stock [Line Items]
Warrants price per share | $ / shares	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000
Common Class B [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Share base compensation arrangement by share based payment award options forfeitures in period	375,000	375,000