FutureTech II Acquisition (FTII) Form 4 FutureTech II Acquisition / Michael William Greenall ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Greenall Michael William

(Last) (First) (Middle)

128 GAIL DRIVE

(Street)

NEW ROCHELLE NY 10805

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FutureTech II Acquisition Corp. [ FTII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former CFO, Former director

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/04/2025		C(2)		20,000	A	$0	20,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	02/04/2025		C(2)			20,000	(1)	(1)	Class A Common Stock	20,000	$0	0	D

Explanation of Responses:

1. The shares of Class B Common Stock have no expiration date and are convertible into shares of Class A Common Stock on a one-to-one basis at the election of the holder of such shares of Class B Common Stock at any time prior to the closing of an initial business combination or otherwise automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination on a one-for-one basis.

2. The Reporting Person elected to convert all of his 20,000 shares of Class B Common Stock to 20,000 shares of Class A Common Stock on or about November 22, 2024, and on February 4, 2025, the issuer and the Reporting Person effected such conversion by sending required instruction documents to the transfer agent to cancel 20,000 shares of Class B Common Stock held by the Reporting Person and issue 20,000 shares of Class A Common Stock bearing the same restrictive legends to the Reporting Person.

	/s/ Michael William Greenall, by Moses & Singer LLP with Power of Attorney	02/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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