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FutureTech II Acquisition Corp. disclosed that its independent auditor, Adeptus Partners LLC, resigned effective
FutureTech II Acquisition Corp. (FTII) is asking the SEC to withdraw its earlier Form S-4 registration statement (File No. 333-285001) under Rule 477. The company no longer plans to complete its business combination in the manner described in that filing.
FutureTech II and Longevity Biomedical, Inc. amended their business combination agreement so that FutureTech II will merge into Longevity Biomedical Holdings, Corp. (PubCo), and Longevity Biomedical, Inc. will then merge into a PubCo subsidiary. PubCo, as the new parent company, has filed a separate Form S-4 (File No. 333-291481) to register the securities for this revised structure, so the prior registration will not be used.
The company also asks that fees paid for the withdrawn registration be credited for potential future use under Rule 457(p).
FutureTech II Acquisition Corp. (FTII) filed a Form 12b-25, notifying a late filing for its Quarterly Report on Form 10‑Q for the period ended September 30, 2025. The company says additional time is needed to prepare, review, and finalize the financial statements despite substantial progress to date.
The company also anticipates a significant change in results: it expects to report a net loss for the three months ended September 30, 2025, larger than the loss in the same quarter of 2024, and a net loss for the nine months ended September 30, 2025 compared to net income for the same period in 2024. Management attributes this shift primarily to a material decrease in investment income.
FutureTech II Acquisition Corp. (FTII) terminated six previously executed Zero Interest Convertible Notes effective November 8, 2025. The notes, issued to individual investors in April 2025, had an aggregate principal of $1,025,000 and were convertible into shares after the closing of the company’s initial business combination.
The notes carried no interest unless the September 30, 2025 maturity date was extended, in which case 5% per annum would apply from the maturity date. No monies were paid to the company by the investors under these notes. With the termination, the notes are of no further force and effect.
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