Non Reliance of Financial Report Form 8 K

Item 4.02. Non-Reliance on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review.

On or about November 22, 2024, the management of FutureTech II Acquisition Corp. (the "Company") and the Audit Committee (the "Audit Committee") of the Board of Directors of the Company, in consultation with the Company's legal counsel and accountant, determined that the Company's previously issued (i) financial statements for the fiscal year ended December 31, 2023 (the "2023 Audited Financial Statements"), (ii) financial statements as of and for the three months ended March 31, 2024 (the "Q1 2024 Financial Statements"), and (iii) financial statements as of and for the three and six months ended June 30, 2024 (the "Q2 2024 Financial Statements") should no longer be relied upon and should be restated due to an accounting error relating to (1) the Extension Loans (as defined below) made by FutureTech II Partners LLC (the "Sponsor") to the Company and the accounting recognition of such Extension Loans and (2) potential overpayment in the redemption of the First Extension Meeting (as defined below) and the Second Extension Meeting (as defined below).

Sponsor's Extension Loans and Promissory Notes

On August 17, 2023, the Company held a special meeting of stockholders (the "First Extension Meeting"). In connection with the First Extension Meeting, as set forth in the Company's Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission (the "SEC") on July 28, 2023, the Sponsor made certain Extension Loans in the form of non-interest bearing, unsecured promissory notes payable upon consummation of a business combination (the "First Extension Loans").

On February 14, 2024, the Company held a special meeting of stockholders (the "Second Extension Meeting"). In connection with the Second Extension Meeting, as set forth in the Company's Definitive Proxy Statement on Form 14A filed with the SEC on February 2, 2024, the Sponsor made additional Extension Loans in the form of non-interest bearing, unsecured promissory notes payable upon consummation of a business combination (the "Second Extension Loans").

Previously, the Company did not consider the First Extension Loans and Second Extension Loans as liabilities in its financial statements due to the Sponsor's mistaken understanding that repayment in shares (and not in cash) upon the closing of an initial business combination constituted forgiveness of debt. As a result of recognizing this error, the management initiated a review of the Company's accounting for liability recognition of Extension Loans and the extent to which these errors affect the Company's controls over financial reporting (the "Review").

Although the Review is ongoing, based on our preliminary findings, the Company determined that given the Extension Loans have been disclosed in its Quarterly Reports on Form 10-Q, its Annual Report on Form 10-K and its Proxy Statements for stockholder meetings, including the most recent stockholders meeting held on November 18, 2024 (the "Third Extension Meeting") as promissory notes payable upon consummation of a business Combination, and at the option of the Sponsor convertible to shares of the post-closing company upon the closing of an initial business combination, the errors were not qualitatively material to the Company's previously issued financial statements. However, the quantitative factors support a conclusion that the misstatements are material on a quantitative basis. As such, upon further consideration, the Company determined that it should restate its previously issued 2023 Audited Financial Statements, Q1 2024 Financial Statements and Q2 Financial Statements.