false
--12-31
0001889450
0001889450
2026-08-13
2026-08-13
0001889450
us-gaap:CommonStockMember
2026-08-13
2026-08-13
0001889450
FTII:WarrantsMember
2026-08-13
2026-08-13
0001889450
FTII:UnitsMember
2026-08-13
2026-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
August
13, 2026
Date
of Report (Date of earliest event reported)
FutureTech
II Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41289 |
|
87-2551539 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
128
Gail Drive
New
Rochelle, NY |
|
10805 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (917) 459-8498
N/A
(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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
FTII |
|
|
| Warrants |
|
FTIIW |
|
|
| Units |
|
FTIIU |
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Special meeting of stockholders of FutureTech II Acquisition Corp. (“FutureTech” or
the “Company”) held on August 13, 2026 (the “Special Meeting”), FutureTech filed a Certificate of Amendment (the “Fifth Amendment”) to its Amended and Restated Certificate
of Incorporation (the “Charter”) with the Delaware Secretary of State on August 14, 2026 to modify the terms and extend the
date (the “Business Combination Period”) by which the Company has to consummate an initial business combination (the “Business
Combination”) for an additional nine months, from August 18, 2026 to May 18, 2027.
The
Fifth Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Special Meeting was held on August 13, 2026, and
on July 7, 2026, the record date for the Special Meeting, there were 4,061,674 shares of common stock of the Company entitled to
be voted at the Special Meeting. At the Special Meeting a total of 3,904,200 shares of common stock of the Company or 96.1%
of the Company’s total outstanding shares, which were represented in person or by proxy. The results of the Special Meeting
are as follows:
Proposal
1. Charter Amendment Proposal. A proposal to amend (the “Charter Amendment”) FutureTech’s amended and restated
certificate of incorporation (as amended, the “Charter”) to extend the date by which FutureTech has to consummate a Business
Combination for an additional nine months, from August 18, 2026 the “Termination Date” to up to May 18, 2027 the “Extended
Termination Date.”
Approval
of the Charter Amendment Proposal required the affirmative vote of at least 65% of the total outstanding shares entitled to vote. The
Charter Amendment Proposal received the following votes:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
Broker Non-Votes | |
| 3,904,200 | | |
| 0 | | |
| 0 | | |
| 0 | |
Charter
Amendment Proposal was approved by stockholders holding 3,904,200 shares or 96.1% of the Company’s outstanding shares of common
stock.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
The
following exhibits are filed as part of, or incorporated by reference into, this Report.
| No. |
|
Description
of Exhibit |
| 3.1* |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FutureTech II Acquisition Corp., dated August 14, 2026 |
| 104* |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
No
Offer or Solicitation
This
Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities
in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination
or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any
person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute
either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward
Looking Statements
Certain
statements included in this Current Report are not historical facts but are forward-looking statements, including for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “target,” and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, expectations related to the terms, satisfaction of conditions precedent
and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current
Report, and on the current expectations of the Company’s and the Longevity’s management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company and Longevity. These forward-looking statements are subject to a number of risks and uncertainties,
including: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties
to successfully or timely consummate the Business Combination, including the risk that any required stockholder or regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected
benefits of the Business Combination; failure to realize the anticipated benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to the Company and Longevity; risks and costs relating to the regulatory
approvals and compliance applicable to Longevity’s products; the Company’s or Longevity’s ability to obtain sufficient
working capital; the Company’s and Longevity’s level of indebtedness; Longevity’s ability to successfully and timely
acquire, develop, sell and expand its technology and products, and otherwise implement its growth strategy; risks relating to the Company’s
and Longevity’s operations and business, including information technology and cybersecurity risks; risks related to the loss of
requisite licenses; risks relating to potential disruption of current plans, operations and infrastructure of Longevity as a result of
the announcement and consummation of the Business Combination; risks that Longevity is unable to secure or protect its intellectual property;
risks that the combined company experiences difficulties managing its growth and expanding operations; the ability to compete with existing
or new companies that could slow the development of Longevity’s products or cause downward pressure on prices, fewer customer orders,
reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; the amount of redemption
requests made by the Company’s shareholders; and the ability to successfully select, execute or integrate future acquisitions into
the business, which could result in material adverse effects to operations and financial condition of the Company.If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither the Company nor Longevity
presently know or that the Company and Longevity currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Longevity’s
expectations, plans or forecasts of future events and views as of the date of this Current Report. The Company and Longevity anticipate
that subsequent events and developments will cause the Company’s and Longevity’s assessments to change. However, while the
Company and Longevity may elect to update these forward-looking statements at some point in the future, the Company and Longevity specifically
disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s and
Longevity’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Important
Information for Investors and Stockholders
The
Business Combination will be submitted to shareholders of the Company for their consideration and approval at a special meeting of shareholders.
The Company and Longevity have prepared a Registration Statement that has been filed with the SEC by the Company, which includes a preliminary
and definitive proxy statements to be distributed to the Company’s shareholders in connection with the Company’s solicitation
for proxies for the vote by the Company’s shareholders in connection with the Business Combination and other matters as described
in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to the Company’s
shareholders and certain of the Company’s equity holders in connection with the completion of the Business Combination. After the
Registration Statement has been filed and declared effective, the Company will mail a definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on the Business Combination. The Company’s stockholders and
other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and,
once available, the definitive proxy statement/prospectus, in connection with the Company’s solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important
information about the Company, Longevity and the Business Combination. Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other
documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov.
Participants
in the Solicitation
The
Company and Longevity and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the Company’s directors and executive officers in Company’s filings with the
SEC, including the Company’s Special Report on Form 10-K filed with the SEC on April 9, 2025. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with
the Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than
those of the Company’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors
and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment
decisions.
This
Current Report is not a substitute for the Registration Statement or for any other document that the Company may file with the SEC in
connection with the potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.
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. |
| Dated:
August 17, 2026 |
|
|
| |
By: |
/s/
Ray Chen |
| |
Name: |
Ray
Chen |
| |
Title: |
Chief
Executive Officer |
