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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 25, 2025

 

FutureTech II Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-41289   87-2551539

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

128 Gail Drive

New Rochelle, NY

  10805
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (914) 316-4805

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
         
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant   FTIIU   The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share   FTII   The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share   FTIIW   The Nasdaq Stock Market LLC

 

*Registrant was suspended from trading on Nasdaq on February 26, 2025. Registrant received approval from FINRA on February 25, 2025 to begin trading over the counter with the symbols “FTII”, “FTIIU” and “FUIIW”.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On March 25, 2025, FutureTech II Acquisition Corp. (the “Company”) issued an unsecured, non-interest-bearing promissory note in the aggregate principal amount up to $1,500,000 (the “Note”) to FutureTech Partners II LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $1,500,000 in order to fund the expenses related to the initial business combination and operational cost. The principal of the Note may be drawn down by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the Note is due by the Company on the earlier of: (i) August 18, 2025 or (ii) the date on which Company consummates an initial business combination with a target business and payable in private placement units, $10.00 per unit. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

 

The proceeds of the Note will be used by the Company for working capital purposes.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Promissory Note, dated March 25, 2025, issued by FutureTech II Acquisition Corp. to FutureTech Partners II, LLC.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FUTURETECH II ACQUISITION CORP.
     
Date: March 28, 2025 By: /s/ Ray Chen
  Name: Ray Chen
  Title: Chief Executive Officer