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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ______ to ______

 Commission
file number: 001-41289

 (Exact
name of registrant as specified in its charter)

 Delaware

 87-2551539

 (State
or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Gail Drive

 New
 Rochelle, NY

 10805

 (Address
 of principal executive offices)

 (Zip
 Code)

 (914) 316-4805

 ( Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Units,
 each consisting of one share of Class A Common Stock and one Redeemable Warrant

 FTIIU

 The
 Nasdaq Stock Market LLC

 Class
 A Common stock, $0.0001 par value per share

 FTII

 The
 Nasdaq Stock Market LLC

 Redeemable
 Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

 FTIIW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As
of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the common stock outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed
by reference to the closing sales price on June 30, 2023 for the Class A common stock, trading on such date, as reported on The Nasdaq
Global Market, was $ 122,935,000.

 As
of April 4, 2024 there were 2,954,510 shares of the Company's Class A Common Stock, $0.0001 par value per share, and 2,875,000
shares of the Company's Class B Common Stock, $0.0001 par value per share, issued and outstanding.

 TABLE
OF CONTENTS

 Page

 Cautionary Note Regarding Forward-Looking Statements; Summary of Risk Factors

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

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

 Item 6. [Reserved]

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

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

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

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

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

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

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 Signatures

 PART
I

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS;

 SUMMARY
OF RISK FACTORS

 This
Annual Report contains statements that constitute forward-looking statements which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Some of the statements in this Annual Report
constitute forward-looking statements because they relate to future events or our future performance or future financial condition. These
forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our
company, our industry, our beliefs and our assumptions. Our forward-looking statements include, but are not limited to, statements regarding
our or our management team's expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this Annual Report may include, for example, statements about:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

 our
 expectations around the performance of the prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination;

 our
 potential ability to obtain additional financing to complete our initial business combination;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 disclosure controls and procedures and internal control over financial reporting and any material weaknesses of the foregoing;

 the
 use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 the
 trust account not being subject to claims of third parties; or

 our
 financial performance.

 The
forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the section of this Annual Report entitled
"Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws.

 We
use words such as "anticipates," "believes," "expects," "intends," "seeks,"
"plans," "estimates," "targets" and similar expressions to identify forward-looking statements. The
forward-looking statements contained in this Annual Report involve risks and uncertainties. Our actual results could differ materially
from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Part I -
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.

 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 combination.

 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 combination.

 Your
 only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of
 your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

 If
 we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial
 business combination, regardless of how our public stockholders vote.

 The
 ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business
 combination targets, which may make it difficult for us to enter into an initial business combination with a target.

 The
 ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to
 complete the most desirable business combination or optimize our capital structure.

 Our
 search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
 adversely affected by the ongoing novel coronavirus ("COVID-19") outbreak.

 If
 we seek stockholder approval of our initial business combination, our sponsor, directors, officers and their affiliates may elect
 to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and
 reduce the public "float" of our Class A common stock.

 If
 a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination
 or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

 The
 securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the
 value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.20
 per share.

 You
 will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
 investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

 Nasdaq
 may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
 and subject us to additional trading restrictions.

 Because
 of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us
 to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders
 may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances,
 and our warrants will expire worthless.

 Past
 performance by members of our management team or their affiliates may not be indicative of future performance of an investment in
 us.

 Our
 sponsor, FutureTech Partners II LLC, was formerly controlled by non-U.S. person and had substantial ties to non-U.S. persons in China.
 As much, we may not be able to complete an initial business combination with a U.S. target company since such initial business combination
 may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment
 in the United States (CFIUS), and ultimately prohibited.

 Item
1. Business

 In
this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company" and to "we," "us"
and "our" refer to FutureTech II Acquisition Corp.

 Overview

 We
are a blank check company incorporated in Delaware on August 19, 2021. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the "Business Combination"). We are an emerging growth company and, as such, we are subject to all of the risks associated
with emerging growth companies.

 Our
efforts to identify a prospective target business will not be limited to a particular industry or geographic location, although we currently
intend to focus on opportunities to acquire U.S. companies in the disruptive technology sector, for example, artificial intelligence,
or AI, robotic process automation, and any other related technology innovations market. We shall not undertake our initial
business combination with any entity with its principal business operations in China (including Hong Kong and Macau). While we may pursue
an acquisition opportunity in any business industry or sector, we intend to capitalize on our management team's differentiated
ability to source, acquire and manage a business in the technology industry.

 Our
management team is led by Ray Chen, our Chief Executive Officer and Chairman of the Board. Mr. Chen served as Goldenstone
Acquisition Ltd.'s Chief Financial Officer from March 2021 until January 2024. He had served as Chief Operating Officer of Goldenbridge
Acquisition Limited from August 2020 until it completed business combination with Sun Car Technology Company in May 2023. Chen
served as Director and Chief Operating Officer of Wealthbridge Acquisition Limited, a special purpose acquisition company, from
February 2018 until its business combination with Scienjoy Inc. in May 2020, and has served as the Investor Relation Officer of
Scienjoy until 2022. Mr. Chen served as Chief Executive Officer at Fortissimo Film International Ltd., a privately-owned film
development and production company from August 2016 to January 2018. From January 2013 to February 2016, Mr. Chen was Chief
Executive Officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January 2010 to March 2013, Mr. Chen was the
head of sales in the Beijing Office of Star Jet Co., Ltd. Mr. Chen attended business and marketing courses at Cleveland
State University from September 1991 to June 1995.

 The
Company's sponsor is FutureTech Partners II LLC, a Delaware limited liability company (the "Sponsor"). On February
18, 2022, we consummated our Initial Public Offering of 11,500,000 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 $115,000,000
(the "Initial Public Offering"), including full exercise of the underwriters' option to purchase additional Units.

 Simultaneously
with the consummation of the closing of the Initial Public Offering, we consummated the private placement of an aggregate of 520,075
units (the "Placement Units") to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of
$5,200,750 (the "Private Placement"). The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended, as the transactions did not involve a public offering.

 A
total of $117,300,000, comprised of the proceeds from the Offering and the proceeds of private placements that closed on February 18,
2022, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account established for the benefit
of our public stockholders.

 Our
Business Strategy

 We
believe that the Artificial Intelligence ("AI") sector is evolving quickly and will experience substantial
growth in the coming years. AI has the potential to improve social productivity, bring disruptive changes to human life,
safer work, more affordable products and services, smarter and more human-friendly infrastructures, new markets and more emerging employment
opportunities. AI is becoming fully commercialized and bring profound changes to all industries. The opportunity for technology
companies serving these needs has never been greater, and we believe this trend will continue to generate significant value on a global
scale.

 Artificial
Intelligence

 We
believe that we are living in a digital era where AI is poised to reshape our lives. The continuous research and innovation directed
by the tech giants are driving the adoption of advanced AI technologies in industry verticals, such as automotive, healthcare, retail,
finance, and manufacturing.

 The
global artificial intelligence (AI) software market is forecast to grow rapidly in the coming years and reach approximately $126
billion by 2025. We believe the development of AI will facilitate growth in a variety of industries such as auto driving, smart
city, and the Internet of things ("IoT"). The investment in AI is also growing rapidly. According to IDC,
global investment in AI is projected to grow from approximately $50.1 billion in 2020 to over approximately $110.0 billion in
2024.

 The
 global AI market reached a value of approximately $40.21 billion in 2020.

 The
 AI market is projected to experience strong growth during the next five years, growing by approximately $ 76.44 billion, representing
 a CAGR of approximately 21 % during the forecast period of 2021 - 2025.

 North
 America is expected to represent approximately 56% of the worldwide market's overall growth.

 Our
Acquisition Criteria

 The
focus of our management team to create stockholder value by leveraging its experience to improve the efficiency of the business, while
implementing strategies to grow revenue and profits organically and/or through acquisitions. Consistent with our strategy, we have identified
the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend
to use these criteria and guidelines in evaluating prospective businesses, we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more companies that we believe
have:

 Market
 trend and focus

 We
will focus on hardware technology companies that have large market potentials, mainly in the area of AI. Based on the factors
discussed elsewhere in this report, robots are becoming the underlying operating system of our society. Integrated with AI, robots can
perform complex tasks that require rich human experience. Various types of robots have been introduced into the market, such as cleaning
robots, hotel service robots, logistics robots, cruising robots, cooking robots and human-like social robots. These robots are gradually
being integrated into our daily lives and we believe that they will likely be significantly further popularized in the future.

 Opportunity
 for operational improvements

 We
will seek to identify businesses that we believe are stable but at an inflection point and would benefit from our ability to drive improvements
in the target's processes, go-to market strategy, product or service offering, sales and marketing efforts, geographical presence
and/or leadership team.

 Leading
 industry position and competitive market advantage

 We
will seek to acquire a business whose products utilize a proprietary or patented technology, have a significant market position in a
specific geographic or technological niche, or have a significant market position in a specific geographic or technological niche, or
have some other form of distinct competitive advantage. The factors we intend to consider include management's credentials, growth
prospects, competitive dynamics, level of industry consolidation, need for capital investment, intellectual property, barriers to entry,
and merger terms. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business
combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that
our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder
communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC.

 In
addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be
brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large
business enterprises

 Our
Acquisition Process

 In
evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company's
quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document
reviews, technology diligence, multiple meetings with management, consultations with relevant industry and academic experts, competitors,
customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target
company.

 We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors.
In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from either an independent investment banking firm that is a member
of the Financial Industry Regulatory Authority ("FINRA") or an independent accounting firm that our initial business combination
is fair to our company from a financial point of view. Furthermore, in the event that we seek such a business combination, we expect
that the independent members of our board of directors would be involved in the process for considering and approving the transaction.

 Members
of our management team, including our officers and directors, directly or indirectly own our securities and, accordingly, may have a
conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial
business combination. Each of our officers and directors, as well as our management team, may have a conflict of interest with respect
to evaluating a particular business combination, including if the retention or resignation of any such officers, directors, and management
team members was included by a target business as a condition to any agreement with respect to such business combination.

 We
have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,
directly or indirectly, with any business combination target.

 Each
of our directors and officers presently have and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or
directors will materially affect our ability to identify and pursue business combination opportunities or complete our initial business
combination.

 Our
amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any
director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company, and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal
obligation.

 Our
founder, sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the
period in which we are seeking an initial business combination and their respective participation in any such companies may present additional
conflicts of interest in respect of determining to which such company a particular business combination opportunity should be presented,
particularly in the event there is overlap among the investment mandates of such companies.

 Moreover,
because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously
and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue, except with respect to our prohibition
from seeking target acquisitions in China and Hong Kong. In addition, our founder, sponsor, officers, and directors are not required
to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time
among various business activities, including identifying potential business combinations and monitoring the related due diligence.

 Initial
Business Combination

 Nasdaq
rules require that we complete one or more initial business combinations having an aggregate fair market value of at least 80% of the
value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of
directors will make the determination as to the fair market value of our initial business combination.

 If
our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent
determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced
with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target's assets
or prospects.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act of 1940, as amended.

 Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial
business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the
target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest
in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our
initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.
If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets
test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes
of a tender offer or for seeking stockholder approval, as applicable.

 The
net proceeds of our Initial Public Offering and the sale of the placement units released to us from the trust account upon the closing
of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial
business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released
from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption
of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest
due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
In addition, we may be required to obtain additional financing in connection with the closing of our initial business combination to
be used following the closing for general corporate purposes as described above.

 There
is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination. Subject to compliance with applicable securities laws, we
would only complete such financing simultaneously with the completion of our initial business combination. At this time, we are not a
party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities
or otherwise. None of our sponsors, officers, directors or stockholders is required to provide any financing to us in connection with
or after our initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund
our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.

 Our
amended and restated certificate of incorporation provides that, prior to the consummation of our initial business combination, we will
be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account;
or (ii) vote as a class with our public shares: (a) on any initial business combination, or (b) to approve an amendment to our amended
and restated certificate of incorporation to: (x) extend the time we have to consummate a business combination, or (y) amend the foregoing
provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public
stockholders the opportunity to redeem their public shares

 Employees

 We
currently have one officer. He is not obligated to devote any specific number of hours to our matters but he devotes as much of their
time as he deems necessary, in the exercise of his respective business judgement, to our affairs and intend to continue doing so until
we have completed our initial business combination. The amount of time that our officer or any members of our management team devote
in any time period may vary based on whether a target business has been selected for our initial business combination and the current
stage of the initial business combination process.

 Corporate
Information

 Our
executive offices are located at 128 Gail Drive, New Rochelle, New York 10805, and our telephone number is (914) 316-4805.

 Item
1A. Risk Factors

 As
a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by
this Item. Factors that could cause our actual results to differ materially from those in this Annual Report are any of the risks described
in our final prospectus for our Initial Public Offering filed with the SEC. Any of these factors could result in a significant or material
adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently
deem immaterial may also impair our business or results of operations. As of the date of this Annual Report, except as follows, there
have been no material changes to the risk factors disclosed in our final prospectus dated February 15, 2022 filed with the SEC. We may
disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 We
may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (CFIUS), and ultimately prohibited.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 FutureTech Partners II LLC (the "Sponsor"), was
previously controlled by a non-U.S. person and had substantial ties with non-U.S. persons in China. Currently, our Sponsor is
controlled by a U.S. person and we do not believe that either we or the Sponsor constitute a "foreign person" under
CFIUS rules and regulations. Our Sponsor owns approximately 39.7% of our outstanding shares. Certain companies requiring
federal-issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit
foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign
investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of
the United States. Therefore, because we may be considered a "foreign person" under such rules and regulations, we could
be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is between us and a U.S.
target company engaged in a regulated industry or which may affect national security. The scope of CFIUS was expanded by the Foreign
Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain non-passive, non-controlling investments
in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. Therefore, if
our potential initial business combination with a U.S. target company falls within the scope of foreign ownership restrictions, we
may be unable to consummate a business combination with such target company. In addition, if our potential business combination
falls within CFIUS's jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to
CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after
closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to
mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a
U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership
limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing
certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a
result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign
ownership issues.

 Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our
initial business combination (24 months, or up to 33 months, if we extend the time to complete a business combination) our failure to
obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders
may only receive $10.20 per share initially, and our warrants would expire worthless. This will also cause you to lose any potential
investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation
in the combined company.

 If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.

 There
is currently some uncertainty concerning the applicability of the Investment Company Act of 1940 (the "Investment Company Act")
to a SPAC, including a company like ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered
investment company.

 If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants
would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company,
including any potential price appreciation of our securities.

 To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, in February 2024, we
instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account to liquidate the investments
held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank
until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following such liquidation
of investments in the Trust Account, we will receive less interest on the funds held in the Trust Account than we would have received
had we not liquidated such investments in the Trust Account, which would reduce the dollar amount our public shareholders would receive
upon any redemption or liquidation of the Company.

 Until
February 2024, the funds in the Trust Account had been, since our IPO, held only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, in February 2024, we instructed the trustee to instead to hold the funds in the Trust Account in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. Following such
liquidation, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to
our original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released
to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, the transfer of the funds in the Trust Account
into an interest-bearing demand deposit account at a bank in February 2024 could reduce the dollar amount our public shareholders would
receive upon any redemption or our liquidation.

 In
the event that we are deemed to be an investment company, despite the change in investments in the Trust Account, we may be required
to liquidate the Company, and the longer the period before the investment change, the greater the risk of being considered an investment
company.

 We
have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination
is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if
the business combination is not completed.

 We
expect to incur significant transaction and transition costs associated with the business combination and operating as a public company
following the closing of the business combination. We may also incur additional costs to retain key employees. Certain transaction expenses
incurred in connection with the business combination, include all legal, accounting, consulting, investment banking and other fees, expenses
and costs, and will be paid by the combined company following the closing of the business combination. Even if the business combination
is not completed, we expect to incur transactions expenses. These expenses will reduce the amount of cash available to be used for other
corporate purposes by us if the business combination is not completed.

 A
new 1% U.S. federal excise tax could be imposed on us in connection with future redemptions by us of our shares.

 On
August 16, 2022, the IR Act was signed into federal law which provides for, among other things, a 1% excise tax on the fair market value
of stock repurchased by a U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing
corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury has been given authority
to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. It is unclear at this time
how and to what extent it will apply to SPAC redemptions and liquidations, but since we are a publicly listed Delaware corporation, we
are a "covered corporation" within the meaning of the IR Act. Consequently, our Board believes that, absent additional guidance
and unless an exception is available, there is a significant risk that this excise tax will apply to any redemptions of our public shares
after December 31, 2022. The Company confirms that amounts placed in the Trust Account in connection with the Company's initial
public offering and any Extension Payments, as well as any interest earned thereon, will not be used to pay for the Excise Tax.

 If we do not regain compliance with Nasdaq Listing
Rule 5450(a)(2) or Nasdaq does not grant us an extension on the time to regain compliance with the Listing Rule 5450(a)(2), then Nasdaq
will likely suspend trading in or delist our securities.

 Our securities are listed on the
Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(2) requires the Company to have a minimum of 400 total holders for continued listing
on the Nasdaq Global Market (the "Holder Requirement"). The Company has a hearing scheduled with Nasdaq's Hearings Panel
on April 30, 2024 to stay delisting of the Company's securities and provide the Company with a 180-calendar-day extension to regain
compliance with the Holder Requirement. There is a risk that we cannot regain compliance with the Holder Requirement even if we are granted
an extension of 180 calendar days to complete our plan to regain compliance. Trading in our securities may be suspended and we may be
subject to delisting by Nasdaq. We cannot assure you that (i) Nasdaq will not delist our securities upon a decision by the Nasdaq Hearings
Panel or (ii) we will regain compliance with the Holder Requirement even if we are granted an extension of 180 calendar days by the Hearings
Panel.

 If Nasdaq delists any of our securities
from trading and we are unable to list our securities on another national securities exchange, we expect our securities could potentially
be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences.

 Item
1B. Unresolved Staff Comments

 Not
applicable.

 Item
1C. Cybersecurity

 As a blank check company, we do
not have any operations and our sole business activity has been to search for and consummate a Business Combination. However, because
we have investments in our Trust Account and bank deposits and we depend on the digital technologies of third parties, we and third parties
may be subject to attacks on or security breaches in our or their systems. Because of our reliance on the technologies of third parties,
we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel
or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the
Board and provide updates on the management team's incident response plan for addressing and mitigating any risks associated with
such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected
against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences
on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering.

 Item
2. Properties

 Our
executive offices are located at 128 Gail Drive, New Rochelle, New York 10805 and our telephone number is (914) 316-4805. We have agreed
to pay FutureTech Partners II LLC a total of $10,000 per month for office space, utilities and secretarial and administrative support
and the use of this office location is included in such $10,000 monthly payment. During the year ended December 31, 2023, $0
was paid. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. We consider
our current office space adequate for our current operations.

 Item
3. Legal Proceedings

 From
time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management
believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse
effect on our results of operations, financial condition or cash flows.

 Item
4. Mine Safety Disclosures

 Not
Applicable.

 PART
II

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

 Our
units, public shares and public warrants are each traded on the Nasdaq Global Market under the symbols " FTIIU," "FTII"
and "FTIIW," respectively. Our units commenced public trading on February 16, 2022. Our Class B common stock is not listed
on any exchange.

 As
of March 30, 2024, there were 2 holders of record of our units, 4 holders of record of our Class A common stock, 6
holders of record of our Class B common stock and 1 holder of record of our warrants. A substantially greater number of holders of Class
A common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial
institutions. As a result, we are unable to estimate the total number of stockholders represented by the record holders of our common
stock.

 Dividends

 We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent
to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur
any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 See
"Use of Proceeds from the Initial Public Offering," below.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Use
of Proceeds from the Initial Public Offering

 On
February 18, 2022, we completed our Initial Public Offering of 11,500,000 units. Each Unit consists of one share of Class A common stock
and one redeemable warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price
of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $115,000,000.

 On
February 18, 2022, simultaneously with the sale of the Units, the Company consummated the private sale of 520,075 Placement Units to
the Sponsor, generating gross proceeds of $5,200,750. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, as the transactions did not involve a public offering.

 No
payments for our expenses were made in the offering described above directly or indirectly to (i) any of our directors, officers or their
associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates, except in connection
with the repayment of outstanding loans and pursuant to the administrative support agreement disclosed herein which we entered into with
our sponsor. There has been no material change in the planned use of proceeds from our offering as described in our final prospectus
filed with the SEC pursuant to Rule 424(b) related to the Initial Public Offering.

 Item
6. [Reserved]

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

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data"
of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,
including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors"
and elsewhere in this Annual Report on Form 10-K.

 Overview

 We
are a blank check company incorporated in Delaware on August 19, 2021. We were formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business
Combination"). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth
companies. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale
of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

 We
expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans
to raise capital or to complete our initial Business Combination will be successful.

 Extension
of Combination Period

 As
approved by our stockholders at the special meeting of stockholders held on August 17, 2023 (the "Special Meeting"), we entered
into an amendment to the Investment Management Trust Agreement, dated as of February 18, 2022 (the "Trust Agreement"), with
Continental Stock Transfer & Trust Company ("Continental"), on August 17, 2023 (the "Trust Amendment"). The
Trust Amendment extended the initial date on which Continental must commence liquidation of the Trust Account to up to February 18, 2024,
or such earlier date as determined by our board of directors (the "Board"), unless the closing of our initial business combination
shall have occurred, provided that FutureTech II Partners LLC (the "Sponsor") (or its affiliates or permitted designees)
will deposit into a trust account established for the benefit of our public stockholders (the "Trust Account") the lesser
of: (i) $125,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of our public shares that are not redeemed for
each such one-month extension unless the closing of our initial business combination shall have occurred, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business combination.

 As
approved by its stockholders at the Special Meeting, we filed an amendment to our amended and restated certificate of incorporation (the
"Charter") with the Delaware Secretary of State on August 17, 2023 (the "Charter Amendment"), to extend the date
by which we have to consummate a business combination for an additional six months, from August 18, 2023 (the "Termination Date")
to up to February 18, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up to
six times by an additional one month each time after the Termination Date, until February 18, 2024 or a total of up to six months after
the Termination Date, or such earlier date as determined by the Board, unless the closing of our initial business combination shall have
occurred (the "Extension," and such later date, the "Extended Date"), provided that the Sponsor (or its affiliates
or permitted designees) will deposit into the Trust Account the lesser of: (i) $125,000 and (ii) an aggregate amount equal to $0.04 multiplied
by the number of our public shares that are not redeemed for each such one-month extension unless the closing of our initial business
combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business
combination.

 In
connection with the votes to approve the Extension, the holders of 5,943,650 public shares of our Class A common stock properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.81 per share, for an aggregate redemption amount
of approximately $64.2 million.

 On
August 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the
period of time it has to consummate its initial Business Combination from August 18, 2023 to September 18, 2023. On September 26, 2023,
the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time
it has to consummate its initial Business Combination from September 18, 2023 to October 18, 2023. On October 18, 2023, the Company caused
to be deposited $125,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate
its initial Business Combination from October 18, 2023 to November 18, 2023. On November 17, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing
the Company to extend the period of time it has to consummate its initial Business Combination from November 18, 2023 to December 18,
2023. On December 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account, allowing the Company to
extend the period of time it has to consummate its initial Business Combination from December 18, 2023 to January 18, 2023. On January
18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period
of time it has to consummate its initial Business Combination from January 18, 2024 to February 18, 2024. On February 18, 2024, the Company
caused to be deposited $50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate
its initial Business Combination from February 18, 2024 to March 18, 2024. On March 18, 2024, the Company caused to be deposited $50,000
into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination
from March 18, 2024 to April 18, 2024.

 Recent
Developments

 Nasdaq
Notice

 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.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2023 were
organizational activities, those necessary to prepare for the Initial Public Offering ("Initial Public Offering"), conducting
the Initial Public Offering 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 Initial Public Offering We incur expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.

 For
the year ended December 31, 2023, we had net income of $2,911,502, which consisted of investment income of $4,809,102 and gain on extinguishment of notes payable of $144,443, partially
offset by expenses of $1,062,699 and tax expense of $979,344. Investment income was higher in 2023 compared to 2022 due to the
increase in interest rates. Expenses were higher in 2023 compared to 2022 due to due diligence costs related to a potential business
combination transaction.

 For
the year end December 31, 2022, we had net income of $700,015, which consisted of investment income of $1,676,585, partially offset by
expenses of $666,311 and tax expense of $310,259.

 Liquidity
and Capital Resources

 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 April 18, 2024 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.

 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. The Company had $17,578 in cash and no cash equivalents as of December
31, 2023.

 For
the year ended December 31, 2023, cash used in operating activities was $1,766,109. The net income of $2,911,502 was affected by interest
earned on investments held in the trust account of $4,809,102, gain on extinguishment of notes payable of $144,443 and changes in operating assets and liabilities provided $275,934 of cash
for operating activities.

 For
the year ended December 31, 2022, cash used in operating activities was $601,354. The net income of $700,015 was affected by interest
earned on investments held in the trust account of $1,676,585 and changes in operating assets and liabilities provided $977,513 of cash
for operating activities.

 For
the year ended December 31, 2023, cash provided by investing activities was $61,821,521 due to cash withdrawn from the Trust Account
of $64,746,521, partially offset by cash deposited into the Trust Account of $2,800,000 and $125,000 cash in transit to the trust.

 For
the year ended December 31, 2022, cash used in investing activities was $117,300,000 due to cash invested into the Trust Account.

 For
the year ended December 31, 2023, cash used in financing activities was $30,300,590 due to $64,238,887 in cash paid for redemptions, partially offset by $3,938,297 in capital contributions from the Sponsor.

 For
the year ended December 31, 2022, cash provided by financing activities was $118,159,111 primarily due to $115,000,000 in proceeds from
sale of Units, $5,200,750 from the proceeds of sale of private placement units, and $100,000 for a note receivable repayment, partially
offset by $1,725,000 for a underwriting fee paid, $316,640 for the payment of offering costs and $100,000 from a note receivable.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriter is entitled
to a deferred fee of three percent (3.00%) of the gross proceeds of the Offering upon closing of the Business Combination, or $3,450,000.
The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject
to the terms of the underwriting agreement.

 Critical
Accounting Policies

 The
preparation of audited financial statements and related disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the audited financial statements, and income and expenses during the periods
reported. Actual results could materially differ from those estimates. As of December 31, 2023, there were no critical accounting policies.

 Recent
Accounting Standards

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on our audited financial statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Not
required for smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data

 This
information appears following Item 15 of this Report and is included herein by reference.

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

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the
SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of December
31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
December 31, 2023, our disclosure controls and procedures were effective.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Under the supervision and with the participation of our Certifying Officers, our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on criteria specified
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on our assessment, our management, including our chief executive officer and chief financial officer, concluded that, as of December
31, 2023, the internal control over financial reporting was effective. Additionally, based on management's assessment, we determined
that there was a material weaknesses in our internal control over financial reporting as of December 31, 2023.

 We have identified a material
weakness in our internal control over financial reporting as of December 31,2023. If we are unable to develop and maintain an effective
system internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which
may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

 Under the supervision and
with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15 under the Exchange Act.
Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end
of period covered by this Report, due to a material weakness in internal control over financial reporting that existed relating to financial
reporting system and accounting for accruals.

 Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2023. In making these assessments, management used the criteria ser forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial
reporting as of December 31, 2023, because of the material weakness in internal control over financial reporting existed relating to financial
reporting systems and accounting for accruals.

 To address this material
weakness, we are assessing our resource needs as well as roles and responsibilities with a particular focus on accounting and financial
reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require additional review and
modification in this future as industry accounting practices may evolve over time.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information

 Not
applicable.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 Our
current directors and executive officers are as follows:

 Name

 Age

 Position

 Ray
 Chen

 Chief
 Executive Officer, Chief Financial Officer, and Director

 Yuquan
 Wang

 Neil
 Bush

 Independent

 Jeffrey
 Moseley

 Independent

 Jonathan
 McKeage

 Independent

 Ray
Chen, Chief Executive Officer, Chief Financial Officer, and Director

 Ray Chen has been our Chief Executive Officer, Chief Financial Officer
and a member of our board of directors since August 2023. Mr. Chen served as Goldenstone Acquisition Ltd.'s Chief Financial Officer
from March 2021 until January 2024. He had served as Chief Operating Officer of Goldenbridge Acquisition Limited from August 2020 until
it completed business combination with Sun Car Technology Company in May 2023. Chen served as Director and Chief Operating Officer of
Wealthbridge Acquisition Limited, a special purpose acquisition company, from February 2018 until its business combination with Scienjoy
Inc. in May 2020, and has served as the Investor Relation Officer of Scienjoy until 2022. Mr. Chen served as Chief Executive Officer at
Fortissimo Film International Ltd., a privately-owned film development and production company from August 2016 to January 2018. From January
2013 to February 2016, Mr. Chen was Chief Executive Officer of Beijing Galloping Horse Film & TV Production Co., Ltd. From January
2010 to March 2013, Mr. Chen was the head of sales in the Beijing Office of Star Jet Co., Ltd. Mr. Chen attended business and marketing
courses at Cleveland State University from September 1991 to June 1995. The Company believes Mr. Chen is well-qualified to serve as a
member of the board given his public company experience, including other similarly structured blank check companies, business leadership,
operational experience and contacts.

 Yuquan
Wang, Director

 Yuquan
Wang has been a member of our board of directors since our inception. Mr. Wang has been the founding partner of Haiyin Capital since
January 2009. Additionally, Mr. Wang has served as a board member of Soft Robotics Inc. from February 2016 to January 2021. Mr. Wang
served as a board member for Wicab, Inc. since July 2014 and as a board member of Cerevast Medical, Inc. since October 2014. Since January
2003, Mr. Wang has served as a board member of Frost & Sullivan (Beijing). Mr. Wang also currently serves as a board member of T4Game
since August 2013. In addition, Mr. Wang served as a board member of Hanson Robotics since March 2015. Mr. Wang is the co-founder and
has served as the chairman of Innovation Map since June 2016 and the Chairman of Innovation Map USA since August 2017. Mr. Wang has served
as an advisor to the George H.W. Bush Foundation for U.S.-China Relation since January 2021. Since May 2009, Mr. Wang has served as a
board member of Easescent Wine. He also currently serves as a member of the board of Fuwen Enterprise Management Consulting since December
2011, and Guangkong Haiyin Enterprise Management since October 2014. Mr. Wang is the CEO of FutureTech Acquisition Corp., where he currently
serves as a member of the board. Previously, Mr. Wang served as our Chief Executive Officer from inception to August 2023.

 Neil
Bush, Independent Director

 Neil
Bush has served on our board of directors since February 2022. Mr. Bush has been the sole member of Neil Bush Global Advisors, LLC since
January 1998. Additionally, Mr. Bush has been on the board of directors for Hong Kong Finance Investment Holding Group since 2012. Mr.
Bush has also served as the co-chairman for CIIC since 2006 and as an adviser to CP Group since 2015. Further, Mr. Bush has served as
a partner for Asia & America Consultants since March 2016 and the chairman of Singhaiyi since April 2013. Mr. Bush served on the
board of Greffex, Inc. since June 2020 and the Points of Light Foundation. Mr. Bush was appointed director of Rebound International,
LLC in early 2022.

 Jeffrey
Moseley, Independent Director

 Jeffrey
Moseley has served on our board of directors since February 2022. Mr. Moseley has served as the director of SNU Foundation since April
2016. Mr. Moseley previously served as director of Wallis Bank from April 2014 to February 2018.

 Jonathan
McKeage, Independent Director

 Jonathan
McKeage has served on our board of directors since August 2023. Mr. McKeage has over 30 years of experience in the areas of M&A,
corporate finance, equity analysis, trading and investor relations. Mr. McKeage has served as a director of Goldenstone Acquisition Ltd.
since July 2021. Mr. McKeage has served in various roles at American Education Center, a provider of college application advice, and
acclimation and business services to Chinese students studying in the United States and their families, since September 2015: as Senior
Advisor since September 2017; as Chief Executive Officer and director from September 2016 to August 2017; and as Managing Director from
September 2015 to August 2016. From September 2015 to June 2017, Mr. McKeage served as Chief Academic Officer and a Professor at Columbia
International College, Inc. Prior to that, from 2004 to 2010, Mr. McKeage served as Vice President of Corporate Development for Digital
Angel Corporation, where he coordinated acquisitions and divestitures and served as in-house investor relations manager for this international
RFID and GPS technology group. During this time, Mr. McKeage also served as Chief Executive Officer and Director of New Jersey-based
Digital Angel subsidiary InfoTech USA, an OTC-quoted provider of information technology and consulting services to small and medium sized
businesses, where he led a business model restructuring and eventual sale to a private equity group, as part of the parent company's
program of divestiture of non-core assets. Before this, Mr. McKeage for two years was an Account Manager with Allen & Caron, a New
York and London based investor relations firm, where he led roadshows and wrote press releases for the firm's small cap client
base and advised C-suite executives on IR strategies. In the early 1990s Mr. McKeage spent three years with Kalb Voorhis, a New-York
based brokerage and specialist operation, where he acted as floor broker on the NYSE and client relationship manager with the firm's
AMEX specialist unit, as well as on the firm's equity sales desk "upstairs" executing customer trades on these exchanges.
Following this, he spent two years with Niederhoffer Investments, a New York-based financial group engaged primarily in commodities trading,
where he engaged in commodities research and ADR trading, as well as managing the firm's private company exclusive sale business.
Mr. McKeage's investment banking experience includes seven years (1995 to 2002) as a Managing Director in the Corporate Finance
department of New York-based Dominick & Dominick LLC, where he was involved in a number of domestic and international M&A and
equity funding assignments and also led European roadshows for US clients in conjunction with Dominick's then-extensive European
branch network. Mr. McKeage holds a bachelor degree from Rice University, masters and PhD degrees from Harvard University and a Certificate
in Business Administration from The Wharton School. We believe Mr. McKeage is well-qualified to serve as a member of the board given
his public company experience, including investor relations, business leadership, operational experience and contacts.

 Number
and Terms of Office of Officers and Directors

 We
have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year
and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Neil Bush, will expire
at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Jeffrey Moseley and Jonathan
McKeage, will expire at the second annual meeting of stockholders. The term of office for the third class of directors consisting of
Yuquan Wang and Ray Chen, will expire at the third annual meeting of stockholders.

 Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders
of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to nominate persons to the offices set forth in our amended and restated certificate
of incorporation as it deems appropriate. Our amended and restated certificate of incorporation provides that our officers may consist
of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary,
treasurer and such other offices as may be determined by the board of directors.

 Executive
Officer and Director Compensation

 None
of our officers has received any cash compensation for services rendered to us. Commencing on the date of our Initial Public Offering,
we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Other than
as set forth above, no compensation of any kind, including any finder's fee, reimbursement, consulting fee or monies in respect
of any payment of a loan, will be paid by us to our sponsor, officers, directors or any affiliate of our sponsor, officers or directors,
prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless
of the type of transaction that it is). Our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, or our or their
affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other
than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating
an initial business combination.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of
independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent
directors.

 Audit
Committee

 We
established an audit committee of the board of directors. Neil Bush and Jeffrey Moseley serve as members of our audit committee, and
Jonathan McKeage chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at
least three members of the audit committee, all of whom must be independent. Each of Messrs. Bush, McKeage, and Moseley meet the independent
director standards under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

 Each
member of the audit committee is financially literate, and our board of directors has determined that Mr. McKeage qualifies as an "audit
committee financial expert" as defined in applicable SEC rules.

 We
adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm
 engaged by us;

 pre-approving
 all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and
 establishing pre-approval policies and procedures;

 setting
 clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited
 to, as required by applicable laws and regulations;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent
 registered public accounting firm's internal quality-control procedures, (ii) any material issues raised by the most recent
 internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional
 authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken
 to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the
 independent registered public accounting firm's independence;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory
 or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
 reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
 standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 We
established a compensation committee of the board of directors. Jonathan McKeage and Jeffrey Moseley serve as members of our compensation
committee, and Mr. Moseley chairs the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required
to have at least two members of the compensation committee, all of whom must be independent. Messrs. McKeage and Moseley are independent.

 We
adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our executive officers' compensation, if any
 is paid by us, evaluating our executive officers' performance in light of such goals and objectives and determining and approving
 the remuneration (if any) of our executive officers based on such evaluation;

 and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

 on an annual basis our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 if
 required, producing a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding
the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for twelve (12) months
(or up to eighteen (18) months), for office space, utilities and secretarial and administrative support, no compensation of any kind,
including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of
their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business
combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee
will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such
initial business combination.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Compensation
Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.

 Corporate
Governance and Nominating Committee

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
Our independent directors will participate in the consideration and recommendation of director nominees. In accordance with Rule 5605
of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee
charter in place.

 The
board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are
seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).
Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our
bylaws.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our
audit committee charter as exhibits to the registration statement for our Initial Public Offering. You can review these documents by
accessing our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided
without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our
common stock to file reports relating to their ownership and changes in ownership of our common stock with the SEC by certain deadlines.
Based on a review of Section 16 filings with respect to our Company made during or with respect to the preceding year, we are not aware
of any late Section 16(a) filings other than one late Form 4 report filed by the Sponsor, one late Form 3 report filed by Ray Chen, one
late Form 3 report filed by Jonathan McKeage, one late Form 4 report filed by Yuquan Wang and one late Form 3 report filed by Zachary
Radu.

 Item
11. Executive Compensation

 None
of our executive officers or directors have received any cash compensation for services rendered to us. No compensation of any kind,
including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of
their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business
combination. However, our initial stockholders, executive officers and directors, or any of their respective affiliates will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by
us.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management, or other fees
from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation
materials furnished to our stockholders. The amount of such compensation may not be known at the time of a stockholder meeting held to
consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and
director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report
on Form 8-K, as required by the SEC.

 Since
our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans
to any of our executive officers or directors.

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

 The
following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 30, 2024, based on
information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:

 each
 person known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock;

 each
 of our executive officers, directors and director nominees that beneficially owns shares of common stock; and

 all
 our executive officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them.

 Class A
 Common Stock

 Class B
 Common Stock

 Approximate
 Percentage

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Number of
 Beneficially
 Owned (2)

 Approximate
 Percentage
 of Class

 of
 Outstanding
 Common
 Stock

 Sponsor, Officers and Directors

 FutureTech Partners II LLC (2)

 520,075

 17.6
 %

 2,825,000

 98.3
 %

 57.4
 %

 Ray Chen

 -

 -

 -

 -

 Yuquan Wang

 -

 -

 -

 -

 Neil Bush

 -

 10,000

 *

 *

 Jonathan McKeage

 -

 -

 -

 -

 Jeffrey Moseley

 -

 10,000

 *

 *

 All executive officers and directors as a group (five individuals)

 520,075

 17.6
 %

 2,845,000

 98.9
 %

 57.7
 %

 5% Holders

 Karpus Management, Inc. (3)

 790,575

 26.8
 %

 -

 -

 13.6
 %

 Cowen and Company, LLC (4)

 377,119

 12.8
 %

 6.5
 %

 Polar Asset Management Partners Inc. (5)

 317,000

 10.7
 %

 5.4
 %

 Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (6)

 500,000

 16.9
 %

 8.6
 %

 AQR Arbitrage, LLC (7)

 419,508

 14.2
 %

 7.2
 %

 (1)

 Unless otherwise noted,
 the business address of each of the following entities or individuals is c/o FutureTech II Acquisition Corp., 128 Gail Drive, New
 Rochelle, NY 10805.

 (2)

 FutureTech Partners II
 LLC, our sponsor, is the record holder of the securities reported herein. Zachary Radu is a member. By virtue of this relationship,
 Mr. Radu may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Radu disclaims any such
 beneficial ownership except to the extent of his pecuniary interest.

 (3)

 13G filed with the SEC on February 13, 2024 by Karpus Management, Inc., a New York corporation, d/b/a Karpus Investment Management
 ("Karpus"). Karpus is controlled by City of London Investment Group plc ("CLIG"), which is listed on the
 London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers
 have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus
 independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. Karpus holds
 sole power to vote or direct the vote over 665,575 shares, and may be said to beneficially own 790,575 shares. The business
 address of Karpus is 183 Sully's Trail, Pittsford, New York 14534.

 (4)

 13G filed with the SEC on February 2, 2024 by Cowen and Company, LLC ("Cowen"). Cowen beneficially owns 377,119 shares.
 The principal business office of Cowen is 599 Lexington Ave., New York, NY 10022.

 (5)

 13G filed with the SEC on February 12, 2024, Polar Asset Management Partners, Inc., a company incorporated under the laws of Ontario,
 Canada ("PAMP"), serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company
 ("PMSMF") with respect to the shares held by PMSMF. The principal business office of PAMP is 16 York Street, Suite 2900,
 Toronto, ON, Canada M5J 0E6.

 (6)

 13G filed with the SEC on March 6, 2024 by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust ("Calamos"),
 Calamos may be deemed to have beneficial ownership of these shares. The principal business office of Calamos is 2020 Calamos Court,
 Naperville, IL 60563.

 (7)

 13G filed with the SEC on February 14, 2024 by AQR Capital Management, LLC ("AQR Management"), AQR Capital Management
 Holdings, LLC ("AQR Holdings"), and AQR Arbitrage, LLC ("AQR Arbitrage"), all three entities may be deemed
 to have beneficial ownership and power to vote or direct the vote of these shares. The principal business office of AQR Management,
 AQR Holdings and AQR Arbitrage is One Greenwich Plaza, Greenwich, CT 06830.

 The
founder shares held by our initial stockholders represent 57.7% of our outstanding shares of common stock. Because of this ownership
block, our initial stockholders may be able to effectively influence the outcome of all other matters requiring approval by our stockholders,
including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions including
our initial business combination. Holders of our public shares do not have the right to appoint any directors to our board of directors
prior to our initial business combination.

 Each
holder of the founder shares has agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and
(b) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. Our sponsor
and our executive officers and directors are deemed to be our "promoters" as such term is defined under the federal securities
laws.

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

 On
October 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase
price of $25,000 in cash. Such Class B common stock includes an aggregate of up to 375,000 shares that were subject to forfeiture by
the Sponsor to the extent that the underwriters' over-allotment was not exercised in full or in part, so that the Sponsor would
collectively own at least 20% of the Company's issued and outstanding shares after the Offering (assuming the initial stockholders
did not purchase any Public Shares in the Offering and excluding the Placement Units and underlying securities). The underwriters exercised
the over-allotment option in full so those shares are no longer subject to forfeiture.

 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 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after a Business Combination, or
earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of the Company's stockholders having the right to exchange their common stock
for cash, securities or other property.

 On
August 19, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public
Offering pursuant to a promissory note (the "Note"). The Note was non-interest bearing and was payable on the earlier of
March 31, 2022 or the completion of the Initial Public Offering.

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us with a loan to the Company up
to $1,500,000 as may be required ("Working Capital Loans"). Such Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such loans may be converted upon
consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023, there were no amounts outstanding
under any Working Capital Loans.

 If
the Company anticipates that it may not be able to consummate a Business Combination within 24 months, the Company may, by
resolution of the Board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to nine
times, each by an additional one month (for a total of up to 33 months to complete a Business Combination), subject to the Sponsor
depositing additional funds into the Trust Account as set out below. On February 17, 2023 the Company caused to be deposited
$1,150,000 into the Company's Trust Account for its public stockholders, representing $0.10 per public share, allowing the
Company to extend the period of time it has to consummate its initial Business Combination by three months from February 18, 2023 to
May 18, 2023. On May 17, 2023 the Company caused to be deposited $1,150,000 into the Company's Trust Account for its public
stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its
initial Business Combination by three months from May 18, 2023 to August 18, 2023. On August 18, 2023, the Company caused to be
deposited $125,000 into the Company's Trust Account for its public stockholders, representing $0.002 per public share,
allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from August 18,
2023 to September 18, 2023. On September 26, 2023, the Company caused to be deposited $125,000 into the Company's Trust
Account for its public stockholders, representing $0.002 per public share, allowing the Company to extend the period of time it has
to consummate its initial Business Combination by one month from September 18, 2023 to October 18, 2023. On October 18, 2023, the
Company caused to be deposited $125,000 into the Company's Trust Account for its public stockholders, representing $0.002 per
public share, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month
from October 18, 2023 to November 18, 2023. On November 17, 2023, the Company caused to be deposited $125,000 into the
Company's Trust Account for its public stockholders, representing $0.002 per public share, allowing the Company to extend the
period of time it has to consummate its initial Business Combination by one month from November 18, 2023 to December 18, 2023. On
December 18, 2023, the Company caused to be deposited $125,000 into the Company's Trust Account for its public stockholders,
representing $0.002 per public share, allowing the Company to extend the period of time it has to consummate its initial Business
Combination by one month from December 18, 2023 to January 18, 2024. On January 18, 2024, the Company caused to be deposited $50,000
into the Company's Trust Account for its public stockholders, representing $0.002 per public share, allowing the Company to
extend the period of time it has to consummate its initial Business Combination by one month from January 18, 2024 to February 18,
2024. On February 18, 2024, the Company caused to be deposited $50,000 into the Company's Trust Account for its public
stockholders, representing $0.002 per public share, allowing the Company to extend the period of time it has to consummate its
initial Business Combination by one month from February 18, 2024 to March 18, 2024. On March 18, 2024, the Company caused to be
deposited $50,000 into the Company's Trust Account for its public stockholders, representing $0.002 per public share, allowing
the Company to extend the period of time it has to consummate its initial Business Combination by one month from March 18, 2024 to
April 18, 2024. (collectively, the "Extension Loans").

 As
of the December 31, 2023, there was $2,925,000 outstanding under the Extension Loans. Each payment was made in the form of
non-interest-bearing loans. If the Company completes its initial Business Combination, the Company will, at the option of the
Sponsor, repay the Extension Loans out of the proceeds of the Trust Account released to the Company or convert a portion or all of
the total loan amount into units at a price of $10.00 per unit, which units will be identical to the private 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. The Company is not required to repay the extension loans and as such is treated as a capital contribution and is
included in accumulated deficit on the Company's balance sheet.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Neil Bush, Jonathan McKeage and Jeffrey
Moseley are "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.

 Item
14. Principal Accountant Fees and Services

 The
following is a summary of fees paid or to be paid to Adeptus Partners, LLC, or Adeptus Partners, for services rendered.

 Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Adeptus Partners in connection with regulatory filings. The aggregate fees of Adeptus Partners for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for
the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled approximately $54,000
and $66,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services
that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not
pay Adeptus Partners any audit-related fees for the years ended December 31, 2023 and 2022.

 Tax
Fees. We did not pay Adeptus Partners for tax return services, planning and tax advice for the years ended December 31, 2023 and
2022.

 All
Other Fees. We did not pay Adeptus Partners for any other services for the year ended December 31, 2023 and 2022.

 part
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)
The following documents are filed as part of this Form 10-K:

 (1)
Financial Statements

 (2)
Financial Statement Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes beginning on page F-1 of this Report.

 (3)
Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
can be obtained on the SEC website at www.sec.gov.

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB No. 3686)

 Financial
 Statements

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2023 and 2022

 Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of FutureTech II Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of FutureTech II Acquisition Corp. (the Company) as of December 31, 2023 and 2022, and the
related statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year
period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with
accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has negative working capital and an accumulated deficit that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the

 U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/
 Adeptus Partners, LLC

 We
 have served as the Company's auditor since 2021.

 Ocean,
 New Jersey

 April

 PCAOB
 ID: 3686

 The

 F- 2

 BALANCE
SHEETs

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 17,578

 $
 262,756

 Prepaid expenses

 64,043

 157,614

 Extension fee receivable

 125,000

 -

 Due from Sponsor

 731,912

 -

 Total Current Assets

 938,533

 420,370

 Marketable Securities held in Trust Account

 61,839,164

 118,976,585

 Prepaid expenses, non-current

 -

 77,654

 Total Assets

 $
 62,777,697

 $
 119,474,609

 LIABILITIES STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 295,138

 $
 130,225

 Excise tax payable

 642,389

 -

 Franchise tax payable

 94,364

 200,000

 Income tax payable

 1,087,603

 310,259

 Accrued offering costs

 2,708

 2,708

 Note payable - Sponsor

 -

 144,443

 Total Current Liabilities

 2,122,202

 787,635

 Deferred underwriting commission

 3,450,000

 3,450,000

 Total Liabilities

 5,572,202

 4,237,635

 COMMITMENTS AND CONTINGENCIES (Note 6)

 -

 -

 Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 5,556,350
 and 11,500,000
 shares subject to possible redemption issued and outstanding, shares at redemption value of $ 10.90
 and $ 10.30
 per share as of December 31, 2023 and December 31, 2022, respectively

 60,532,197

 118,466,326

 Stockholders' deficit:

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 -

 -

 Class A common stock, $ 0.0001
 par value, 100,000,000
 shares authorized, 635,075
 issued and outstanding (excluding 5,556,350 and 11,500,000 shares subject to possible redemption and including 115,000
 representative shares as of December 31, 2023 and 2022, respectively)

 Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized, 2,875,000 shares issued and outstanding

 Common stock, value

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 3,327,054
)

 ( 3,229,704
)

 Total Stockholders' Deficit

 ( 3,326,702
)

 ( 3,229,352
)

 Total Liabilities and Stockholders' Deficit

 $
 62,777,697

 $
 119,474,609

 The

 F- 3

 STATEMENTS
OF OPERATIONS

 2023

 2022

 2023

 2022

 EXPENSES

 Administrative fee - related party

 $
 120,000

 $
 100,000

 Franchise tax

 200,000

 200,000

 General and administrative

 742,699

 366,311

 TOTAL EXPENSES

 1,062,699

 666,311

 OTHER INCOME

 Interest earned on marketable securities held in Trust Account

 4,809,102

 1,676,585

 Gain on extinguishment of notes payable

 144,443

 -

 TOTAL OTHER INCOME

 4,953,545

 1,676,585

 Pre-tax income

 3,890,846

 1,010,274

 Income tax

 ( 979,344
)

 ( 310,259
)

 Net income

 $

 $
 700,015

 Weighted average number of shares of Class A common stock outstanding, basic and diluted

 9,920,455

 12,135,075

 Basic and diluted net income (loss) per share of Class A common stock

 $
 0.34

 $
 0.09

 Weighted average number of shares of Class B common stock outstanding, basic and diluted

 7,187,500

 Basic and diluted net income (loss) per share of Class B common stock

 $
 ( 0.16
)

 $
 ( 0.05
)

 The

 F- 4

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 Amounts

 Amounts

 Capital

 Deficit

 (Deficit)

 Class A
 Common Stock

 Class B
 Common Stock

 Additional
 Paid in

 Accumulated

 Total
 Stockholders'
 Equity

 Amounts

 Amounts

 Capital

 Deficit

 (Deficit)

 Balance – January 1, 2022

 -

 -

 24,712

 ( 438
)

 24,562

 Sale of units in Initial Public Offering

 11,500,000

 1,150

 -

 -

 115,000,000

 -

 115,000,000

 Offering costs

 -

 -

 -

 -

 ( 2,239,502
)

 -

 ( 2,239,502
)

 Sale of Private Placement Units

 520,075

 -

 -

 5,200,968

 -

 5,200,750

 Shares issued to representative

 115,000

 -

 -

 ( 12
)

 -

 -

 Deferred underwriting commission

 -

 -

 -

 -

 ( 3,450,000
)

 -

 ( 3,450,000
)

 Class A Common Stock subject to possible redemption

 ( 11,500,000
)

 ( 1,150
)

 -

 -

 ( 117,298,850
)

 -

 ( 117,300,000
)

 Remeasurement adjustment

 -

 -

 -

 -

 2,762,954

 ( 3,929,281
)

 ( 1,166,327
)

 Net income

 -

 -

 -

 -

 -

 700,015

 700,015

 Balance December 31, 2022

 635,075

 -

 ( 3,229,704
)

 ( 3,229,352
)

 Balance

 635,075

 -

 ( 3,229,704
)

 ( 3,229,352
)

 Accretion to redemption value

 -

 -

 -

 -

 -

 ( 6,304,759
)

 ( 6,304,759
)

 Excise tax on Class A common stock redemption

 ( 642,389
)

 ( 642,389
)

 Capital contribution

 3,938,297

 3,938,287

 Net income

 -

 -

 -

 -

 -

 Net income (Loss)

 -

 -

 -

 -

 -

 Balance December 31, 2023

 635,075

 -

 ( 3,327,054
)

 ( 3,326,702
)

 Balance

 635,075

 -

 ( 3,327,054
)

 ( 3,326,702
)

 The

 F- 5

 STATEMENTS
OF CASH FLOWS

 For
 the Year Ended

 For
the Year Ended

 2023

 2022

 Cash flows from Operating Activities:

 Net income

 $

 $
 700,015

 Adjustments to reconcile net income to net cash used in operating activities:

 Income earned on marketable securities held in the Trust Account

 ( 4,809,102
)

 ( 1,676,585
)

 Gain on extinguishment of notes payable

 ( 144,443
)

 -

 Changes in operating assets and liabilities:

 Prepaid expenses

 93,571

 ( 157,614
)

 Due from Sponsor

 ( 731,912
)

 -

 Franchise tax payable

 ( 105,636
)

 200,000

 Income tax payable

 777,344

 310,259

 Other assets

 77,654

 ( 77,654
)

 Accounts payable and accrued expenses

 164,913

 100,225

 Net cash used in operating activities

 ( 1,766,109
)

 ( 601,354
)

 Cash flows from Investing Activities:

 Investment of cash in Trust Account

 ( 2,800,000
)

 ( 117,300,000
)

 Cash in transit to the trust

 ( 125,000
)

 -

 Cash withdrawn from Trust

 64,746,521

 -

 Net cash used in investing activities

 61,821,521

 ( 117,300,000
)

 Cash flows from Financing Activities:

 Proceeds from sale of Units, net of underwriting discount paid

 -

 115,000,000

 Proceeds from sale of private placement units

 -

 5,200,750

 Underwriting fee paid

 ( 1,725,000
)

 Note receivable

 -

 ( 100,000
)

 Note receivable - repayment

 100,000

 Payment of deferred offering costs

 -

 ( 316,640
)

 Capital contribution from Sponsor

 3,938,297

 -

 Cash paid for redemptions

 ( 64,238,887
)

 -

 Net cash (used in) provided by financing
 activities

 ( 60,300,590
)

 118,159,111

 Net change in cash

 ( 245,178
)

 257,756

 Cash - Beginning of the period

 262,756

 5,000

 Cash - End of the period

 $
 17,578

 $
 262,756

 Supplemental disclosure of non-cash financing activities:

 Excise tax on Class A common stock redemptions

 $
 642,389

 -

 Deferred underwriting commission

 $
 -

 $
 3,450,000

 Initial Classification of Class A common stock subject to redemption

 $
 -

 $
 118,553,638

 Accretion to redemption value

 $
 6,304,759

 $
 3,929,281

 Offering costs paid by Promissory note - related parties

 $
 -

 $
 187,993

 The

 F- 6

 NOTES

 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 December 31, 2023, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through
December 31, 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 units ("Units" and, with respect to the shares of Class A common stock
included in the Units offered, the "Public Shares"), generating gross proceeds of $ 115,000,000, which is described in Note
3.

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 520,075 private placement units (the "Private
Placement Units") at a price of $ 10.00 per unit in a private placement to the FutureTech Partners II LLC (the "Sponsor"),
generating gross proceeds of $ 5,200,750, which is described in Note 4.

 Following
the closing of the Initial Public Offering on February 18, 2022, an amount of $ 117,300,000 ($ 10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account ("Trust Account")
which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of
1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company
that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company's
stockholders, as described below.

 Transaction
costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,688,352 consisting of $ 1,725,000 of cash underwriting
fees, $ 3,450,000 of deferred underwriting fees and $ 513,352 of other costs.

 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 December 31, 2023, the Company has available to it $ 17,578 of cash on its balance sheet and a working capital deficit of $ 1,183,669.
As of December 31, 2022, the Company has available to it $ 262,756 of cash on its balance sheet and a working capital deficit of $ 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.

 The
Company has until April 18, 2024 (or up to November 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.

 F- 7

 NOTES

 Note
1 - Description of Organization and Business Operations (Continued)

 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
per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account,
if less than $ 10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in
the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of
the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe
that the Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor
would be able to satisfy those obligations. None of the Company's officers or directors will indemnify the Company for claims by
third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the
possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Liquidity
and Management's Plans

 At
December 31, 2023, the Company had cash of $ 17,578 and working capital deficit of $ 1,183,669.

 At
December 31, 2022, the Company had cash of $ 262,756 and working capital deficit of $ 367,265.

 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 April 18, 2024 (or up to November 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.

 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.

 F- 8

 NOTES

 Note
2 - Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America ("GAAP").

 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. At December 31, 2023 and, 2022, the Company
had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 F- 9

 NOTES

 Note
2 - Summary of Significant Accounting Policies (Continued)

 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 December 31, 2023 and 2022, the Company had cash of
$ 17,578 and $ 262,756, respectively. The Company had no cash equivalents as of December 31, 2023 and December 31, 2022.

 Trust
Account

 Upon
the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 ($ 10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement Units was held in the Trust Account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act,
which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the
completion of a Business Combination and (ii) the distribution of the Trust Account as described above.

 As
of December 31, 2023 and 2022, the Company had $ 61,839,164 and $ 118,976,585, respectively, in marketable securities held
in the Trust Account.

 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 ") Topic 5A, " Expenses of Offering." Offering costs of $ 513,352 consist principally of costs
incurred in connection with formation of the Company and preparation for the Initial Public Offering. These costs, together with the
underwriter discount of $ 1,725,000 were charged to additional paid-in capital upon completion of the Initial Public Offering.

 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." Common stock subject to mandatory redemption is classified as a
liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as
stockholders' equity. The Company's Class A common stock features certain redemption rights that are considered by the
Company to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, at
December 31, 2023 and 2022, the Class A common stock subject to possible redemption in the amount of $ 60,532,197
and $ 118,466,326,
respectively, is presented as temporary equity, outside of the stockholders' equity section of the Company's balance
sheets. The decrease of $ 57,934,129
during the year ended December 31, 2023, in the Class A common stock subject to possible redemption is due to a redemption of $ 64,238,888
offset by accretion to the redemption value of $ 6,304,759
during the year ended December 31, 2023, respectively.

 As of December 31, 2023 and 2022,
the shares of common stock reflected on the balance sheet are reconciled in the following table.

Of Common Stock Reflected On Balance Sheet Reconciliation

 Gross Proceeds

 115,000,000

 Less:

 Proceeds allocated to public warrants

 ( 1,067,463
)

 Temporary equity offering costs

 ( 5,635,551
)

 Plus:

 Remeasurement of carrying value to redemption value

 9,003,014

 Ending Balance as of March 31, 2022

 117,300,000

 Remeasurement of carrying value to redemption value

 1,166,326

 Ending Balance as of December 31, 2022

 118,466,326

 Redemption of Class A common stock

 ( 64,238,888
)

 Remeasurement of carrying value to redemption value

 6,304,759

 Ending Balance as of December 31, 2022

 60,532,197

 Warrant Instruments

 The Company accounts for the
Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in
accordance with the guidance contained in FASB ASC 815, "Derivatives and Hedging". Under ASC 815-40 the Public Warrants and
the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholders' deficit. If
the warrants no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes
recorded in the statement of operations.

 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.

 F- 10

 NOTES

 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):

of Basic and Diluted Net Income (Loss) Per Common Share

 Year Ended

 Year Ended

 December 31, 2023

 December 31, 2022

 Redeemable

 Non-redeemable

 Redeemable

 Non-redeemable

 Basic and diluted net income (loss) per share of common stock Numerator

 4,953,545

 -

 1,676,585

 -

 Less: Allocation of net income (loss), as adjusted

 ( 1,583,219
)

 ( 458,825
)

 ( 613,311
)

 ( 363,259
)

 Denominator: Basic and diluted weighted average shares outstanding

 ( 3,370,326
)

 ( 458,825
)

 1,063,274

 ( 363,259
)

 Basic and diluted net income (loss) per share of common stock

 0.34

 ( 0.16
)

 0.09

 ( 0.05
)

 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 $ 61,839,164 and $ 118,976,585 as of December 31, 2023, respectively);

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

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.

 F- 11

 NOTES

 Note
2 - Summary of Significant Accounting Policies (Continued)

 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 December 31, 2023 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.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures,
which requires disaggregated information about a reporting entity's effective tax rate reconciliation, as well as information related
to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the
annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial
position, results of operations or cash flows.

 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 % excise tax on public company stock buybacks.

 The
IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The
total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. Redemption
rights are ubiquitous to nearly all SPACs. The Company has recorded a liability on the accompanying balance sheets to be in compliance with the IR Act.

 Recently
Issued Accounting Standards

 Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company's financial statements.

 Note
3 - Public Offering

 Pursuant
to the Initial Public Offering and full exercise of the underwriters' overallotment option, the Company sold 11,500,000 Units at
a purchase price of $ 10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable warrant ("Public
Warrant"). Each Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $ 11.50
per share (see Note 7).

 Note
4 - Private Placement

 Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 520,075 Private Placement Units at a price of
$ 10.00 per Private Placement Unit (or $ 5,200,750 in the aggregate), from the Company. The Sponsor transferred $ 5,200,750 to the Trust
Account on February 16, 2022.

 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.

 Note
5 - Related Party Transactions

 Class
B Common Stock

 On
October 8, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase
price of $ 25,000 in cash, or approximately $ 0.009 per share. Such Class B common stock includes an aggregate of up to 375,000 shares
that were subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment was not exercised in full or
in part, so that the Sponsor would collectively own 20 % of the Company's issued and outstanding shares after the Initial Public
Offering (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering and excluding the Private
Placement Units and underlying securities).

 F- 12

 NOTES

 Note
5 - Related Party Transactions (Continued)

 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 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after a Business Combination, or
earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of the Company's stockholders having the right to exchange their common stock
for cash, securities or other property.

 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
 to be used for payment of costs related to the
Initial Public Offering. 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.
The promissory note was fully drawn as of December 31, 2023 and 2022, respectively. The Company is not required to repay the promissory
note and as such is treated as a capital contribution and included in accumulated deficit on the Company's balance
sheet.

 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 of such loans may be converted upon consummation of a Business
Combination into units at a price of $ 10.00 per unit. The Units will be identical to the Private Placement Units. In the event that a
Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, the Company has no working capital loans outstanding.

 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
and (ii) an aggregate amount equal to $ 0.04
multiplied by the number of public shares of the Company that are not redeemed for each such one-month extension unless the closing
of the Company's initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a business combination (the "Extension Loans"). If the Company completes
its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of
the Trust Account released to the Company or convert a portion or all of the total loan amount into units at a price of $ 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
into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business
Combination from August 18, 2023 to September 18, 2023. On September 26, 2023, the Company caused to be deposited $ 125,000
into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business
Combination from September 18, 2023 to October 18, 2023. On, October 18, 2023, the Company caused to be deposited $ 125,000
into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business
Combination from October 18, 2023 to November 18, 2023. On December 18, 2023, the Company caused to be deposited $ 125,000 into the
Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business
Combination from December 18, 2023 to January 18, 2023. As of December 31, 2023 and, there was $ 3,050,028 and $ 250,000
outstanding under the Extension Loans, respectively. The Company is not required to repay the extension loans and as such is treated as a capital contribution
and is included in accumulated deficit on the Company's balance sheet.

 Due from Sponsor

 As of December 31, 2023 and 2022 the
Company had paid a total of $ 731,912 and $ 0, respectively, in expenses that will be reimbursed by the Sponsor.

 F- 13

 NOTES

 Note
5 - Related Party Transactions (Continued)

 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 per month for office space,
utilities and secretarial and administrative support for up to 18 months. Upon completion of the initial Business Combination or the
Company's liquidation, the Company will cease paying these monthly fees. During the years ended December 31, 2023 and 2022 the
Company recorded $ 120,000 and $ 100,000, respectively of administrative expenses.

 Representative

 The
Company issued to EF Hutton and/or its designees, 115,000 shares of Class A common stock upon the Initial Public Offering. EF Hutton
has agreed not to transfer, assign or sell any such common stock until the completion of the Company's initial Business Combination.
In addition, EF Hutton has agreed (i) to waive its redemption rights with respect to such common stock in connection with the completion
of the Company's initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account
with respect to such common stock if the Company fails to complete its initial Business Combination within the Combination Period.

 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.

 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.

 F- 14

 NOTES

 Note
6 - Commitments and Contingencies (Continued)

 Underwriting
Agreement

 The
underwriter was paid a cash underwriting discount of one and a half percent ( 1.50 %) of the gross proceeds of the Initial Public Offering,
or $ 1,725,000. In addition, the underwriter is entitled to a deferred fee of three and a half percent ( 3.50 %) of the gross proceeds of
the Initial Public Offering, or $ 3,450,000. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing
of a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company issued EF Hutton and/or its designees,
 115,000 shares of Class A common stock upon the consummation of the Initial Public Offering.

 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.

 Note
7 - Stockholders' Equity (Deficit)

 Preferred
Shares - The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designation,
rights and preferences as may be determined from time to time by the Company's Board of Directors. At December 31, 2023 2022, there were no preferred shares issued or outstanding.

 Class
A Common Stock - The Company is authorized to issue 100,000,000
shares of Class A common stock with a par value of $ 0.0001
per share. Holders
of the Company's Class A common stock are entitled to one vote for each share. At December 31, 2023 2022, there were 635,075
shares of Class A common stock issued and outstanding, which included 115,000
representative shares and excludes shares subject to possible redemption. As of December 31, 2023 2022, there were 5,556,350
shares and 11,500,000 shares
subject to possible redemption, respectively, of Class A common stock that were classified as temporary equity in the accompanying balance sheets.

 Class
B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001
per share. Holders of the Company's Class B common stock are entitled to one vote for each share. At December 31, 2023 and December
31, 2022, there were 2,875,000 shares of Class B common stock issued and outstanding. Upon exercise of the over-allotment option, 375,000
shares of Class B common stock are no longer subject to forfeiture.

 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 % of the sum of the total number of all
shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed
in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest
in the target to the Company in a Business Combination.

 F- 15

 NOTES

 Note
7 - Stockholders' Equity (Deficit) (Continued)

 Warrants
 - The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will
expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

 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.

 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 - Once the warrants become exercisable, the
Company may redeem the outstanding Public Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per Public Warrant;

 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 per share (as adjusted for stock splits,
 stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
 once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice
 of redemption to warrant holders.

 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.

 NOTE 8. FAIR VALUE MEASUREMENTS

 The Company follows the guidance
in ASC 820 for its financial assets that are re-measured and reported at fair value at each reporting period.

 The following table presents
information about the Company's assets that are measured at fair value at December 31, 2023 and 2022, and indicates the Fair Value
Hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Schedule of
Assets Measured at Fair Value

 December
 31,

 Description:

 Level

 2023

 2022

 Assets:

 Marketable
 securities held in trust account

 $
 61,839,164

 $
 118,976,585

 F- 16

 NOTES

 Note
9 – Income Taxes

 The
Company's deferred tax assets are as follows at December 31, 2023 and 2022:

of Deferred Taxes Asset (Liability)

 December 31, 2023

 December 31, 2022

 Deferred tax asset

 Start-up costs

 $
 162,267

 $
 98,101

 Total deferred tax asset

 162,267

 98,101

 Valuation Allowance

 ( 162,267
)

 ( 98,101
)

 Deferred tax asset, net of allowance

 $
 —

 $
 —

 The
income tax provision (benefit) consists of the following for the year ended December 31,2023 and 2022:

of Income Tax Provision Benefit

 December 31, 2023

 December
31, 2022

 Federal

 Current

 979,344

 310,259

 Deferred

 162,267

 98,101

 State and Local:

 Current

 —

 —

 Deferred

 —

 —

 Change in valuation allowance

 ( 162,267
)

 ( 98,101
)

 Income tax provision

 $
 979,344

 $
 310,259

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the
years ended December 31, 2023 and 2022, the change in the valuation allowance was $ 162,267 and $ 98,101, respectively.

of Effective Income Tax Rate Reconciliation

 December 31, 2023

 December 31, 2022

 U.S. federal statutory rate

 ( 21.0
)%

 ( 21.0
)%

 Valuation allowance

 ( 4.2
)%

 ( 9.8
)%

 Income tax provision

 ( 25.2
)%

 ( 30.8
)%

 Note 10 – 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 those noted below, that would have required adjustment or disclosure in the
financial statements.

 On January 18, 2024, the Company caused
to be deposited $ 50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate
its initial Business Combination from January 18, 2024 to February 18, 2024. On February 18, 2024, the Company caused to be deposited
$ 50,000 into the Company's Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business
Combination from February 18, 2024 to March 18, 2024. On March 18, 2024, the Company caused to be deposited $ 50,000 into the Company's
Trust Account, allowing the Company to extend the period of time it has to consummate its initial Business Combination from March 18,
2024 to April 18, 2024.

 F- 17

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
April 5, 2024

 By:

 /s/
 Ray Chen

 Ray
 Chen

 Chief
 Executive Officer and Chief Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 Ray Chen

 Chief
 Executive Officer, Chief Financial Officer and Director

 April

 Ray
 Chen

 (Principal
 Executive, Financial and Accounting Officer)

 /s/
 Yuquan Wang

 April

 Yuquan
 Wang

 /s/
 Neil Bush

 April

 Neil
 Bush

 /s/
 Jonathan McKeage

 April

 Jonathan
 McKeage

 /s/
 Jeffrey Moseley

 April

 Jeffrey
 Moseley

 EXHIBIT

 Exhibit
 No.

 Description

 3.1

 Amended and Restated Certificate of Incorporation, dated February 17, 2022 (2)

 3.2

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

 3.3

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated February 14, 2024 (4)

 3.4

 Bylaws. (1)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Class A Common Stock Certificate. (1)

 4.3

 Specimen Warrant Certificate. (1)

 4.4

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

 4.5

 Description of Registered Securities.*

 10.1

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

 10.2

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

 10.3

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

 10.4

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

 10.5

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

 10.6

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

 10.7

 Form of Indemnity Agreement. (2)

 10.8

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

 10.9

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

 14.1

 Code of Ethics (1)

 21.1

 List of Subsidiaries*

 31.1

 Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**

 FutureTech II Acquisition Corp. Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 Incorporated
 by reference to the Company's Form S-1 (File No. 333-261886), filed with the SEC on December 23, 2021 and/or February 11, 2022.

 (2)

 Incorporated
 by reference to the Company's Form 8-K, filed with the SEC on February 24, 2022.

 (3)

 Incorporated
 by reference to the Company's Form 8-K, filed with the SEC on August 17, 2023.

 (4)

 Incorporated
 by reference to the Company's Form 8-K, filed with the SEC on February 14, 2024.