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FutureTech II Acquisition Corp., a blank check company, is calling an August 13, 2026 virtual special meeting to seek stockholder approval to amend its Charter and extend the deadline to complete an initial business combination by nine months, from August 18, 2026 to May 18, 2027. A related proposal would allow adjournment of the meeting to solicit more proxies if needed.
The extension is intended to provide more time to close the planned Business Combination with Longevity Biomedical Inc., which management aims to complete by December 31, 2026. Public stockholders may elect to redeem their shares now for their pro rata portion of the Trust Account, estimated at approximately $12.84 per share before estimated taxes and $12.63 after, based on $7.082 million in trust as of June 30, 2026.
If the Charter Amendment is not approved and no business combination closes by August 18, 2026, or if no deal closes by the extended date, FutureTech would redeem all public shares and liquidate, leaving warrants worthless. Shares currently trade on the OTC Markets, raising liquidity and penny stock concerns and potentially complicating Nasdaq listing for the post-combination company. Insiders holding approximately 86.4% of outstanding shares intend to vote for both proposals.
FutureTech II Acquisition Corp. is calling an August 13, 2026 virtual special meeting to ask stockholders to amend its charter to extend the SPAC deadline for completing an initial business combination from August 18, 2026 to as late as May 18, 2027, and to approve a related adjournment authority.
The company has a signed Merger Agreement with Longevity Biomedical Inc. but believes it cannot close by the current deadline. Public holders of IPO shares may redeem in connection with the vote for their pro rata share of the Trust Account, which held about $7.0 million, or roughly $12.84 per share, as of June 30, 2026. If no extension or deal is completed by the applicable date, FutureTech will liquidate, redeem all public shares and its warrants will expire worthless.
FutureTech’s Class A common stock and public warrants trade on the OTC Markets, raising risks of reduced liquidity, potential “penny stock” treatment and challenges meeting Nasdaq listing conditions that are required closing conditions under the Longevity merger agreement.
FutureTech II Acquisition Corp. determined that several prior financial reports contain errors and can no longer be relied upon. The company plans to restate its unaudited results for the three and nine months ended September 30, 2024, the audited year ended December 31, 2024, and the unaudited quarters ended March 31 and June 30, 2025.
Related Forms 10-Q and 10-K that include these financial statements will be amended after the restatements are completed. Management also concluded that disclosure controls and procedures were not effective as of December 31, 2024 and 2025 due to a material weakness in internal control over financial reporting. The company has begun remediation, including engaging a new external advisor and adding controls in its accounting software.
FutureTech II Acquisition Corp. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. Management states additional time is needed to prepare, review and finalize the quarter's financial statements.
Based on preliminary information, and primarily as a result of a material decrease in investment income, the Company expects to report a net loss for the three months ended March 31, 2026 that will be greater than the loss for the three months ended March 31, 2025. The notification is signed by CEO Ray Chen on May 15, 2026.
FutureTech II Acquisition Corp. disclosed that its independent auditor, Adeptus Partners LLC, resigned effective January 12, 2026, ending a relationship that began in 2021. Adeptus’ most recent audit report on the company’s December 31, 2024 financial statements was clean overall but included an explanatory paragraph raising substantial doubt about FutureTech II’s ability to continue as a going concern. The company also notes that Adeptus had previously reported material weaknesses in disclosure controls and procedures and in internal control over financial reporting for the fiscal years ended December 31, 2024 and December 31, 2023, as described in its prior annual reports. FutureTech II states there were no disagreements with Adeptus on accounting, disclosure, or audit scope matters, and it has filed Adeptus’ letter to the SEC confirming its views as an exhibit.
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.