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): January 15, 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) |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | 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 |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2024, FutureTech II Acquisition Corp. (the “Company”) received a deficiency notification from the staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) for its failure to timely file with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (“2024 3Q 10Q”), in violation of Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”). On December 4, 2024, the Company requested the Staff to stay of suspension, pending a Hearings Panel decision and provide an additional time to allow the Company to regain compliance with Nasdaq. The hearing was held on December 17, 2024.
On January 15, 2024, the Company received a decision letter from the Hearing Panel of Nasdaq (the “Panel”) stating that it grants the Company’s request for continued listing on Nasdaq, provided that the Company files 2024 3Q 10Q on or before January 31, 2025, and demonstrates compliance with the Periodic Filing Rule on or before January 31, 2025.
As previously disclosed in the Current Report on Form 8-K filed with the SEC on December 13, 2024, the Company is amending its financial statements of the Affected Periods (as defined therein) and expects that it will be able to complete all said amendments and filings, including the filing of 2024 3Q 10Q, by January 31, 2025, in full compliance with the Period Filing Rule.
Cautionary Note Regarding Forward Looking Statements:
This Current Report on Form 8-K contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995, including statements regarding the expected restatements of the financial statements of the Affected Periods and the Company’s plans and ability to file its periodic reports in a timely manner. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, these risks and uncertainties include, but are not limited to, the discovery of additional information relevant to the financial statements of the Affected Periods or other periods, changes in the effects of the restatements on the Company’s financial statements or financial results and delay in the filing of the Company’s periodic reports with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason.
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: January 21, 2025 | By: | /s/ Ray Chen |
| | Name: | Ray Chen |
| | Title: | Chief Executive Officer |
