FutureTech II Acquisition Corp. Files 2023 10-K Amendment

TL;DR

FTII filed its 2023 10-K amendment, giving an update on its SPAC operations.

AI Summary

FutureTech II Acquisition Corp. filed an amendment to its 2023 10-K on December 20, 2024. The filing pertains to its fiscal year ending December 31, 2023. The company is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), with the ticker symbol FTII.

Why It Matters

This amendment provides updated financial and operational information for FutureTech II Acquisition Corp., which is crucial for investors to assess the company's performance and future prospects.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous filing and does not introduce new material risks.

Key Numbers

• 1231 — Fiscal Year End (The filing covers the fiscal year ending December 31, 2023.)
• 20241220 — Filing Date (This amendment was filed on December 20, 2024.)

Key Players & Entities

• FutureTech II Acquisition Corp. (company) — Filer
• FTII (company) — Ticker Symbol
• 10-K/A (document) — Filing Type
• 20231231 (date) — Fiscal Year End
• 20241220 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — tock Market LLC Class A Common stock, $0.0001 par value per share FTII The Nasdaq
• $11.50 — A Common Stock at an exercise price of $11.50 per share FTIIW The Nasdaq Stock Ma
• $10.20 — by public stockholders may be less than $10.20 per share. You will not have any righ
• $10.00 — being offered, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of
• $115,000,000 — per Unit, generating gross proceeds of $115,000,000 (the "Initial Public Offering"), includ
• $5,200,750 — nit, generating total gross proceeds of $5,200,750 (the "Private Placement"). The Placemen
• $117,300,000 — involve a public offering. A total of $117,300,000, comprised of the proceeds from the Off
• $126 billion — he coming years and reach approximately $126 billion by 2025. We believe the development of
• $50.1 billion — is projected to grow from approximately $50.1 billion in 2020 to over approximately $110.0 bi
• $110.0 billion — 1 billion in 2020 to over approximately $110.0 billion in 2024. 4 The global AI market rea
• $40.21 billion — market reached a value of approximately $40.21 billion in 2020. The AI market is projected t
• $210 billion — ximately 26 percent to reach just under $210 billion by 2025. Robotics investments boomed du
• $6.3 billion — 1, venture firms invested approximately $6.3 billion into Robotics companies, an increase of
• $4.3 billion — ies, an increase of nearly 50% from the $4.3 billion that such firms invested during the pri
• $1.9 billion — warehouses, accounted for approximately $1.9 billion of such funding, a 90% increase from th

Filing Documents

• form10-ka.htm (10-K/A) — 949KB
• ex4-5.htm (EX-4.5) — 133KB
• ex21-1.htm (EX-21.1) — 2KB
• ex31-1.htm (EX-31.1) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• form10-ka_001.jpg (GRAPHIC) — 16KB
• form10-ka_002.jpg (GRAPHIC) — 13KB
• 0001493152-24-051026.txt ( ) — 4649KB
• ftii-20231231.xsd (EX-101.SCH) — 34KB
• ftii-20231231_cal.xml (EX-101.CAL) — 46KB
• ftii-20231231_def.xml (EX-101.DEF) — 197KB
• ftii-20231231_lab.xml (EX-101.LAB) — 264KB
• ftii-20231231_pre.xml (EX-101.PRE) — 234KB
• form10-ka_htm.xml (XML) — 513KB

Risk Factors

Item 1A. Risk Factors 8

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 10

Cybersecurity

Item 1C. Cybersecurity 10

Properties

Item 2. Properties 10

Legal Proceedings

Item 3. Legal Proceedings 11

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 11 PART II 11

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11

[Reserved]

Item 6. [Reserved] 12

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 12

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 15

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 15

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15

Controls and Procedures

Item 9A. Controls and Procedures 15

Other Information

Item 9B. Other Information 15

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 15 PART III 16

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 16

Executive Compensation

Item 11. Executive Compensation 22

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 22

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 23

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 25 PART IV 26

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 26

Form 10-K Summary

Item 16. Form 10-K Summary 27

Signatures

Signatures 28 EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K/A (the " Report ") amends the Annual Report on Form 10-K of FutureTech II Acquisition Corp. (the " Company ") for the period ended December 31, 2023, as filed with the Securities and Exchange Commission (" SEC ") on April 4, 2024 (the " Original Filing"), in order to report the Extension Loans (as defined below) as liabilities, and to reflect the Prior Redemption Overpayments (as defined below). These errors resulted in errors for the accounting of Due from Sponsor, Common stock subject to possible redemption, accumulated deficit (capital contribution), Notes payable and the redemption price of the Common stock subject to possible redemption. Background of Restatement On November 18, 2024, the Company held a special meeting of stockholders (the " Third Extension Meeting ") to extend the deadline by which the Company must consummate an initial business combination and filed a definitive proxy statement on Form 14A dated October 31, 2024 with the SEC (as amended and supplemented, the " Proxy ") setting forth the estimated redemption price for the stockholders that may elect to exercises their right to redeem their shares. In the process of preparing for the Third Extension Meeting, the management of the Company determined that the Company may have overpaid the stockholders who elected to redeem their shares in connection with a special meeting of stockholders held on August 17, 2023 (the " First Extension Meeting ") and a special meeting of stockholders held on February 14, 2024 (the " Second Extension Meeting "). This prompted the management and the Audit Committee of the Board of the Directors of the Company to review the Company's previous financial statements ("the " Review "), which resulted in the conclusion that the redemption prices in connection with the First Extension Meeting and the Second Extension Meeting were incorrect, and Company overpaid the redeeming share

Financial Statements ", and collectively, the " Affected Periods ")

Financial Statements ", and collectively, the " Affected Periods "). These errors resulted in errors in the Original Filing in the accounting of Due from Sponsor, Common stock subject to possible redemption, accumulated deficit (capital contribution), Notes payable and the redemption price of the Common stock subject to possible redemption. Accordingly, the Company decided to restate the financial statements of the Affected Periods to correct these errors. Internal Control Considerations In connection with the restatement, management has re-evaluated the effectiveness of Company's disclosure controls and procedures and internal control over financial reporting as of December 31, 2023. As a result of that assessment, the management has concluded that the Company's disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2023, due to a material weakness in the Company's internal control over financial reporting related to the accounting for Extension Loans and in determining the redemption prices. For a discussion of management's consideration of the Company's disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, "Controls and Procedures" of this Report . Items Amended in this Report The following sections in the Original Filing are revised in this Form 10-K/A, solely as a result of, and to reflect, the restatement: Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II – Item 8. Financial Statements and Supplementary Data Part II - Item 9A. Controls and Procedures Part IV - Item 15 Exhibits and Financial Statement Schedules For the convenience of the reader, this Form 10-K/A sets forth the information in the Original Filing in its entirety, as such information is modified and superseded where necessary to reflect the restatement and related re

Risk Factors" in this Annual Report

Item 1A. Risk Factors" in this Annual Report. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. 1 We have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the Securities and Exchange Commission (the "SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Summary of Risk Factors An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled " Risk Factors ," alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to: Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combin

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View this 10-K/A filing on SEC EDGAR