Large owner Radu Zachary C. converted options into 2,445,000 shares (SEC Form 4)
$FTII
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Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FutureTech II Acquisition Corp. [ FTII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/04/2025 | C(2) | 2,445,000 | A | $0 | 2,965,075(3) | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 02/04/2025 | C(2) | 2,445,000 | (1) | (1) | Class A Common Stock | 2,445,000 | $0 | 0 | I | See footnote(4) | |||
| Explanation of Responses: |
| 1. The shares of Class B Common Stock have no expiration date and are convertible into shares of Class A Common Stock on a one-to-one basis at the election of the holder of such shares of Class B Common Stock at any time prior to the closing of an initial business combination or otherwise automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination on a one-for-one basis. |
| 2. FutureTech Partners II LLC, the issuer's sponsor, is the record holder of the securities reported herein. Mr. Radu is its sole member. The Reporting Person elected to convert all of its 2,445,000 shares of Class B Common Stock to 2,445,000 shares of Class A Common Stock on or about November 22, 2024, and on February 4, 2025, the issuer, FutureTech Partners II LLC, and the Reporting Person effected such conversion by sending required instruction documents to the transfer agent to cancel 2,445,000 shares of Class B Common Stock held FutureTech Partners II LLC, and issue 2,445,000 shares of Class A Common Stock bearing the same restrictive legends to FutureTech Partners II LLC,. |
| 3. This includes 2,445,000 shares of Class A Common Stock converted from 2,445,000 shares of Class B Common Stock and 520,075 shares of Class A Common Stock underlying the private placement units that FutureTech Partners II LLC, the issuer's sponsor, received as set forth in the issuer's registration statement on Form S-1 (File No. 333-261886). |
| 4. FutureTech Partners II LLC, the issuer's sponsor, is the record holder of the securities reported herein. Mr. Radu is its sole member. By virtue of this relationship, Mr. Radu may be deemed to share beneficial ownership of the securities held of record by FutureTech Partners II LLC. Mr. Radu disclaims any such beneficial ownership except to the extent of his pecuniary interest. |
| /s/ Zachary Radu, by Moses & Singer LLP with Power of Attorney | 02/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||