October 23, 2024

Ray Chen
Chief Executive Officer
FutureTech II Acquisition Corp.
128 Gail Drive
New Rochelle, NY 10805

       Re: FutureTech II Acquisition Corp.
           Preliminary Proxy Statement on Schedule 14A
           Filed October 17, 2024
           File No. 001-41289
Dear Ray Chen:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1.     We note that you are seeking to extend your termination date to August
18, 2025, a
       date which is 42 months from your initial public offering. We also note
that you are
       currently listed on Nasdaq and that Nasdaq Rule 5815 was amended
effective October
       7, 2024, to provide for the immediate suspension and delisting upon
issuance of a
       delisting determination letter for failure to meet the requirement in
Nasdaq Rule IM
       5101-2(b) to complete one or more business combinations within 36 months
of the
       date of effectiveness of its IPO registration statement. Please revise
to state that your
       securities will face immediate suspension and delisting action once you
receive a
       delisting determination letter from Nasdaq after the 36-month window
ends on
       February 14, 2025. Please disclose the risks of non-compliance with this
rule,
       including that under the new framework, Nasdaq may only reverse the
determination
       if it finds it made a factual error applying the applicable rule. In
addition, please also
       disclose the consequences of any such suspension or delisting, including
that your
       stock may be determined to be a penny stock and the consequences of that
       designation, that you may no longer be attractive as a merger partner if
you are no
 October 23, 2024
Page 2

       longer listed on an exchange, any potential impact on your ability to
complete an
       initial business combination, any impact on the market for your
securities including
       demand and overall liquidity for your securities, and any impact on
securities holders
       due to your securities no longer being considered    covered securities.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765
with
any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Ruth Jin, Esq.