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                              November 23, 2021

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

                                                        Re: FutureTech II
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
1, 2021
                                                            File No. 377-05641

       Dear Mr. Wang:

              We have conducted a limited review of your draft registration
statement. In our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted November 1, 2021

       Cover Page

   1.                                                   We note that your
current sole executive officer/director has significant ties to China. We
                                                        further note your
disclosure on page 76 that suggests you may acquire a company that
                                                        may be based in China
in an initial business combination. Please disclose this prominently
                                                        on the prospectus cover
page. Your disclosure also should describe the legal and
                                                        operational risks
associated with acquiring a company that does business in China. Your
                                                        disclosure should make
clear whether these risks could result in a material change in your
                                                        or the target company
s post-combination operations and/or the value of your common
                                                        stock or could
significantly limit or completely hinder your ability to offer or continue to
                                                        offer securities to
investors and cause the value of such securities to significantly decline
 Yuquan Wang
FirstName
FutureTechLastNameYuquan     Wang
           II Acquisition Corp.
Comapany 23,
November  NameFutureTech
              2021          II Acquisition Corp.
November
Page 2    23, 2021 Page 2
FirstName LastName
         or be worthless. Your disclosure should address how recent statements
and regulatory
         actions by China   s government, such as those related to the use of
variable interest entities
         and data security or anti-monopoly concerns, has or may impact the
company   s ability to
         conduct its business, accept foreign investments, or list on an U.S.
or other foreign
         exchange. Please describe how cash is or will be transferred
throughout the organization if
         you acquire a company based in China, as well as a statement as to
whether any transfers,
         dividends, or distributions have been made to date. Your prospectus
summary should
         address, but not necessarily be limited to, the risks highlighted on
the prospectus cover
         page.
Summary, page 1

2.       Given that you may be seeking to acquire a company that uses or may
use a variable
         interest entity structure to conduct China-based operations, please
describe what that
         organizational structure would entail. Explain that the entity in
which investors may hold
         their interest may not be the entity or entities through which the
company   s operations
         may be conducted in China after the business combination. Discuss how
this type of
         corporate structure may affect investors and the value of their
investment, including how
         and why the contractual arrangements may be less effective than direct
ownership and that
         the company may incur substantial costs to enforce the terms of the
arrangements.
         Disclose the uncertainties regarding the status of the rights of a
holding company with
         respect to its contractual arrangements with a VIE, its founders and
owners and the
         challenges the company may face enforcing these contractual agreements
due to
         uncertainties under Chinese law and jurisdictional limits.
3.       In your summary of risk factors, disclose the risks that acquiring a
company whose
         corporate structure or whose operations in China poses to investors.
In particular, describe
         the significant regulatory, liquidity, and enforcement risks with
cross-references to the
         more detailed discussion of these risks in the prospectus. For
example, specifically discuss
         risks arising from the legal system in China, including risks and
uncertainties regarding
         the enforcement of laws and that rules and regulations in China can
change quickly with
         little advance notice; and the risk that the Chinese government may
intervene or influence
         your operations at any time, or may exert more control over offerings
conducted overseas
         and/or foreign investment in China-based issuers, which could result
in a material change
         in your operations and/or the value of your common stock. Acknowledge
any risks that
         any actions by the Chinese government to exert more oversight and
control over offerings
         that are conducted overseas and/or foreign investment in China-based
issuers could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
4.       Disclose each permission that you are required to obtain from Chinese
authorities to
         operate and issue these securities to foreign investors. State
affirmatively whether you
         have received all requisite permissions and whether any permissions
have been denied.
         Please also disclose whether you are required to obtain any approvals
to offer securities to
 Yuquan Wang
FutureTech II Acquisition Corp.
November 23, 2021
Page 3
         foreign investors, whether you have received such approvals and the
consequences to you
         and your investors if you do not receive or maintain the approvals,
inadvertently conclude
         that such approvals are not required, or applicable laws, regulations,
or interpretations
         change and you are required to obtain approval in the future.
5.       Provide a clear description of how cash will be transferred through
the post-combination
         organization if you acquire a company based in China. Describe any
restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
         U.S. investors that may apply after a business combination with a
company based in
         China. Describe any restrictions and limitations on your ability to
distribute earnings from
         your businesses, including subsidiaries and/or consolidated VIEs, to
the parent company
         and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
6.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate the auditor of a company you may target for an initial
business combination,
         and that as a result an exchange may determine to delist your
securities.
Risk Factors, page 28

7.       To the extent that you may acquire a company that uses or may use a
variable interest
         entity structure to conduct China-based operations, please revise your
risk factors to
         acknowledge that if the PRC government determines that the contractual
arrangements
         constituting part of your VIE structure do not comply with PRC
regulations, or if these
         regulations change or are interpreted differently in the future, your
shares may decline in
         value or be worthless if you are unable to assert your contractual
control rights over the
         assets of your PRC subsidiaries that may conduct all or substantially
all of your
         operations.
8.       Please expand your risk factor disclosure to address specifically any
PRC regulations
         concerning mergers and acquisitions by foreign investors that your
initial business
         combination transaction may be subject to, including PRC regulatory
reviews, which may
         impact your ability to complete a business combination in the
prescribed time period.
9.     Given the Chinese government   s significant oversight and discretion
over the conduct of
       the business of any China-based company that you may target for an
initial business
       combination, please revise to separately highlight the risk that the
Chinese government
       may intervene or influence your operations at any time, which could
result in a material
       change in your operations and/or the value of your common stock. Also,
given recent
       statements by the Chinese government indicating an intent to exert more
oversight and
       control over offerings that are conducted overseas and/or foreign
investment in China-
FirstName LastNameYuquan Wang
       based issuers, acknowledge the risk that any such action could
significantly limit or
Comapany    NameFutureTech
       completely    hinder yourIIability
                                   Acquisition   Corp.
                                          to offer or continue to offer
securities to investors and
       cause
November    23,the value
                 2021    of such
                       Page 3 securities to significantly decline or be
worthless.
FirstName LastName
 Yuquan Wang
FirstName
FutureTechLastNameYuquan     Wang
           II Acquisition Corp.
Comapany 23,
November  NameFutureTech
              2021          II Acquisition Corp.
November
Page 4    23, 2021 Page 4
FirstName LastName
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight could
impact the process of
         searching for a target and completing an initial business combination,
and/or your
         business on a post-combination basis.
11.      We note from the audit opinion that you have a U.S. based auditor that
is registered with
         the PCAOB and currently subject to PCAOB inspection. Please disclose
any material
         risks to the company and investors if it is later determined that the
PCAOB is unable to
         inspect or investigate completely your auditor because of a position
taken by an authority
         in a foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
         trading in your securities to be prohibited under the Holding Foreign
Companies
         Accountable Act and as a result an exchange may determine to delist
your securities.
         Further, please also discuss that the United States Senate passed the
Accelerating Holding
         Foreign Companies Accountable Act, which, if enacted, would decrease
the number of
         non-inspection years from three years to two, thus reducing the time
period before your
         securities may be prohibited from trading or delisted.
        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.

        We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.

      You may contact Benjamin Holt at 202-551-6614 or Mary Beth Breslin at
202-551-
3625 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
cc:      Andrew M. Tucker