Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at the Special meeting of stockholders of FutureTech II Acquisition Corp.…
Filed Aug 17, 2026Accepted Aug 17, 2026, 8:00 AM EDTCIK 1889450Accession 0001493152-26-038635
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Special meeting of stockholders of FutureTech II Acquisition Corp. (“FutureTech” or
the “Company”) held on August 13, 2026 (the “Special Meeting”), FutureTech filed a Certificate of Amendment (the “Fifth Amendment”) to its Amended and Restated Certificate
of Incorporation (the “Charter”) with the Delaware Secretary of State on August 14, 2026 to modify the terms and extend the
date (the “Business Combination Period”) by which the Company has to consummate an initial business combination (the “Business
Combination”) for an additional nine months, from August 18, 2026 to May 18, 2027.
The
Fifth Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Special Meeting was held on August 13, 2026, and
on July 7, 2026, the record date for the Special Meeting, there were 4,061,674 shares of common stock of the Company entitled to
be voted at the Special Meeting. At the Special Meeting a total of 3,904,200 shares of common stock of the Company or 96.1%
of the Company’s total outstanding shares, which were represented in person or by proxy. The results of the Special Meeting
are as follows:
Proposal
1. Charter Amendment Proposal. A proposal to amend (the “Charter Amendment”) FutureTech’s amended and restated
certificate of incorporation (as amended, the “Charter”) to extend the date by which FutureTech has to consummate a Business
Combination for an additional nine months, from August 18, 2026 the “Termination Date” to up to May 18, 2027 the “Extended
Termination Date.”
Approval
of the Charter Amendment Proposal required the affirmative vote of at least 65% of the total outstanding shares entitled to vote. The
Charter Amendment Proposal received the following votes:
FOR AGAINST ABSTAIN Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────────────
3,904,200 0 0 0
Charter
Amendment Proposal was approved by stockholders holding 3,904,200 shares or 96.1% of the Company’s outstanding shares of common
stock.