Proxy Results Form 8 K

Amendment of Certificate of Incorporation

As described in more detail in Item 5.03, the stockholders (the "Stockholders") of FutureTech II Acquisition Corp., a Delaware corporation (the "Company") approved the Founder Share Amendment Proposal (defined below) at the special meeting held on November 18, 2024 (the "Special Meeting") following the notice provided by the Definitive Proxy filed on Schedule 14A on October 31, 2024, as amended by Amendment No. 1 filed on November 4, 2024 and as supplemented by the Supplement filed on November 15, 2024 (collectively, the "Proxy Statement") with the Securities and Exchange Commission ("SEC") to amend the Company's existing certificate of incorporation dated as of August 19, 2021, as amended and restated on February 17, 2022 by that certain Amended and Restated Certificate of Incorporation, as further amended on August 17, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation and as further amended on February 14, 2024 by that certain second Amendment to the Amended and Restated Certificate of Incorporation (collectively, the "Existing Charter"), by the Amendment to the Existing Charter (the "Charter Amendment") (attached hereto as Exhibit 3.1), to provide for the right of the holders of Class B common stock, par value $0.0001 per share to convert such shares of Class B common stock into shares of Class A common stock, par value $0.0001 per share on a one-to-one basis at the election of such holders (the "Founder Share Amendment Proposal") in order to authorize the Company to regain compliance with the Nasdaq Global Market ("Nasdaq") for purposes of complying with Listing Rule 5450(b)(2)(A), which requires the Company to maintain market value of listed securities of at least $50 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq. Following approval of the Founder Share Amendment Proposal by the Stockholders, the Company promptly adopted and filed the Charter Amendment with the Secretary of State of the State of Delaware.

The foregoing summary is qualified by the full text of the Charter Amendment, which is included as Exhibit 3.1.