Initial Public Offering - The company completed its Initial Public Offering on February 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[28]. - A total of $117.3 million was deposited in a trust account for the benefit of public stockholders, net of underwriting commissions and offering expenses[30]. - The company incurred offering costs of $513,352 related to the Initial Public Offering, which were charged to additional paid-in capital[181]. - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[210]. - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, raising a total of $115,000,000[198]. Financial Performance - The company had a net income of $700,015 for the year ended December 31, 2022, consisting of investment income of $1,676,585, offset by expenses of $666,311 and tax expense of $310,259[77]. - The company reported an accumulated deficit of $(3,229,704) as of December 31, 2022, compared to $(438) as of December 31, 2021[150]. - Basic and diluted net income per share of Class A common stock for the year ended December 31, 2022, was $0.05, compared to $(0.00) for the previous period[152]. - Total expenses for the year ended December 31, 2022, amounted to $666,311, compared to $438 for the period from inception through December 31, 2021[152]. - The company generated total other income of $1,676,585 from investments held in the Trust Account for the year ended December 31, 2022[152]. Market Overview - The global AI software market is projected to grow to approximately $126 billion by 2025, with a CAGR of about 21% from 2021 to 2025[33][34]. - The global robotics market is expected to reach nearly $210 billion by 2025, with a CAGR of approximately 26%[35]. - Investments in robotics surged to approximately $6.3 billion from March 2020 to March 2021, a nearly 50% increase from the previous year[35]. - The commercial robotics market was valued at $10.91 billion in 2020 and is expected to grow to $58.56 billion by 2026, representing a CAGR of 33.21%[36]. - North America is anticipated to account for approximately 56% of the overall growth in the AI market[34]. Business Strategy - The company aims to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and robotics[26]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[44]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire at least 50% of the target's outstanding voting securities[51]. - The company has until May 18, 2023, to complete a Business Combination, or it will face mandatory liquidation[77]. - The company may extend the period to consummate a Business Combination up to 18 months, requiring the Sponsor to deposit $1,150,000 for each three-month extension[133]. Financial Position - As of December 31, 2022, the company had $262,756 in cash and no cash equivalents[78]. - As of December 31, 2022, the total current assets amounted to $420,370, a significant increase from $5,000 as of December 31, 2021[150]. - The marketable securities held in the Trust Account were valued at $118,976,585 as of December 31, 2022[150]. - Total current liabilities increased to $787,635 as of December 31, 2022, compared to $115,893 as of December 31, 2021[150]. - The company has negative working capital, raising substantial doubt about its ability to continue as a going concern[146]. Corporate Governance - The audit committee consists of independent directors, with Aroop Zutshi serving as the chair and qualifying as an "audit committee financial expert"[105]. - The company has established an audit committee charter detailing its principal functions, including oversight of the independent registered public accounting firm[105]. - The company established a compensation committee consisting of two independent members, Aroop Zutshi and Jeffrey Moseley, with Mr. Moseley as the chair[106]. - The compensation committee is responsible for reviewing and approving executive compensation, including annual evaluations and incentive plans[108]. - No cash compensation has been paid to executive officers or directors prior to the consummation of an initial business combination, with only out-of-pocket expenses being reimbursed[117]. Risks and Compliance - The company is subject to risks associated with being an early-stage and emerging growth company, with no assurance of successfully completing a business combination[164]. - The company may face foreign ownership restrictions and CFIUS review, which could limit its ability to complete a business combination with U.S. target companies[62]. - The financial statements do not include adjustments that might result from the company's inability to continue as a going concern[169]. - The company is currently evaluating the impact of the COVID-19 pandemic, which may negatively affect its financial position and operations[170]. - The company has significant credit risk concentration due to its cash account exceeding insured limits[177]. Shareholder Information - The company’s sponsor, FutureTech Partners II LLC, owns approximately 22.3% of the outstanding shares[62]. - The founder shares held by initial stockholders represent 19.2% of the outstanding shares, allowing them to influence significant corporate transactions[126]. - The Company is authorized to issue up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock[215]. - Holders of insider shares and Private Placement Units are entitled to registration rights, allowing them to demand registration of their securities[209]. - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[218].
Futuretech II Acquisition Corp.(FTIIU) - 2022 Q4 - Annual Report