FutureTech II Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Reports on Form 10-Q and Publicly Held Shares Rule and Makes Progress Towards Regaining Compliance
Rhea-AI Summary
FutureTech II Acquisition Corp. (NASDAQ: FTII) received a deficiency notification from Nasdaq on November 27, 2024, citing non-compliance with multiple listing requirements. The issues include: failure to file Q3 2024 Form 10-Q timely, non-compliance with Market Value of Listed Securities requirement, and falling below the minimum 1,100,000 publicly held shares requirement after 1,564,549 shares were redeemed following a November 18 special meeting.
The company is taking corrective actions by: submitting a compliance plan to Nasdaq, engaging an investment bank to increase retail distribution of securities, and working to file the Q3 10-Q by December 13, 2024. The company has requested a stay of suspension pending a Hearings Panel decision.
Positive
- Company has engaged an investment bank to increase retail distribution of securities
- Submitted compliance plan to Nasdaq
- Working towards filing Q3 10-Q by December 13, 2024
Negative
- Failed to file Q3 2024 Form 10-Q on time
- Non-compliance with Nasdaq Market Value of Listed Securities requirement
- Below minimum requirement of 1,100,000 publicly held shares after redemption of 1,564,549 shares
- Risk of potential delisting from Nasdaq
Insights
This notification of multiple Nasdaq compliance issues signals significant challenges for FutureTech II Acquisition Corp. The company is facing three major deficiencies: delayed Q3 filing, insufficient market value of listed securities and inadequate publicly held shares following substantial redemptions.
The redemption of 1,564,549 shares has pushed the company below Nasdaq's minimum requirement of 1.1 million publicly held shares, which is particularly concerning for a SPAC. While management has engaged an investment bank to address these issues, the multiple compliance challenges could lead to a potential delisting if not resolved promptly.
The company's plan to file the Q3 10-Q by December 13, 2024, provides a clear deadline, but the combination of issues suggests deeper structural challenges. The need to increase retail distribution indicates potential liquidity concerns and market interest problems that could affect the SPAC's ability to complete a successful business combination.
New York, New York, Dec. 04, 2024 (GLOBE NEWSWIRE) -- FutureTech II Acquisition Corp. (the “Company”) (NASDAQ: FTII), today announced that it received an expected deficiency notification letter from the staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on November 27, 2024 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Q3 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024. The Staff also noted that this serves as an additional basis for delisting the Company’s securities from Nasdaq and since the Company is already before a Hearings Panel for its failure to comply with the Market Value of Listed Securities requirement of Nasdaq Listing Rule 5420(a)(2) (the “Market Value of Listed Shares Rule”), the Company has until December 4, 2024 to request a stay of the sustention, pending a Hearings Panel decision. In addition, the Staff noted that based on the Company disclosure that 1,564,549 shares were tendered for redemption following the special meeting on November 18, 2024, the Company no longer complies with the minimum 1,100,000 publicly held shares requirement set forth in Listing Rule 5450(b)(2)(B) (the “Publicly Held Shares Rule”).
The Company has made progress towards regaining compliance. In particular, on November 27, 2024, the Company submitted a letter to Nasdaq setting forth the Company’s plan to regain compliance with the Market Value of Listed Shares Rule. In addition, the Company has engaged an investment bank to assist with increasing the retail distribution of the Companies listed securities to obtain compliance with the Publicly Held Shares Rule and Market Value of Listed Shares Rule. With respect to filing Q3 10-Q, the Companies accountant and management are working toward filing it by December 13, 2024. The Company also requested the Staff to stay of suspension, pending a Hearings Panel decision and provide an exception to allow the Company to regain compliance with the Listing Rule 5250(c)(1), by filing the Q3 10-Q by December 13, 2024.
About FutureTech II Acquisition Corp.
FutureTech Capital Acquisition Corp. is a blank check company incorporated as a Delaware corporation for the purpose of effecting a business combination, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to the Company. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “would,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plans and expectations about the completion and filing of the Form 10-K, the Form 10-Q, its submission of a plan to regain compliance with respect to the Listing Rules of Nasdaq, and the timing thereof. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, and the duration of any extension that may be granted by Nasdaq; the potential inability to meet Nasdaq’s requirements; uncertainties associated with the Company’s preparation of the Form 10-K, form 10-Q and the related financial statements, including the possibility that additional accounting errors or corrections will be identified; the possibility of additional delays in the filing of the Form 10-K. the Form 10-Q and the Company’s other SEC filings; and the other risks and uncertainties described in the Company’s SEC reports. The forward-looking statements contained herein speak only as of the date of this press release. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this press release.
Investor Relations
Ying Shan
FutureTech Capital LLC
yingshan@futuretechcapitalllc.com
Media Relations
Rathbun Communications
Julie Rathbun
julie@rathbuncomm.com
FAQ
Why did FutureTech II (FTII) receive a Nasdaq deficiency notice on November 27, 2024?
How many shares were redeemed from FutureTech II (FTII) after the November 18, 2024 special meeting?
When does FutureTech II (FTII) plan to file its Q3 2024 10-Q report?
What actions is FutureTech II (FTII) taking to regain Nasdaq compliance?
