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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
November
8, 2025
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: (914) 316-4805
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 |
|
|
| Rights |
|
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
1.02. Termination of Material Definitive Agreement.
As
previously disclosed, on April 7, 2025, FutureTech II Acquisition Corp. (the “Company”) executed
six Zero Interest Convertible Notes, dated April
4, 2025 and April 7, 2025 (each, a “Convertible Note,” and collectively, the “Convertible Notes”), that
were issued to Wuhao Zhang, Yujie Zhou, Wanrong
Wang, Shouxiang Lu, Ji Wang and Gang Yuan (each, an “Investor,” and collectively, the “Investors”). Pursuant
to the Convertible Notes, among other things,
the Investors agreed to loan the Company $1,025,000 in aggregate principal (the
“Principal Amount”) in exchange for their right to convert all or any part of the Principal Amount and any accrued interest
(the “Conversion Amount”) into the shares of the Company at or any time after the closing of the initial business combination
by the Company. The maturity date of
the Convertible Notes was September 30, 2025 (the “Maturity Date”). The
Convertible Notes are interest-free, except that if there are no conversions or
no repayments of
the Principal Amount on the Maturity Date and the Maturity Date is extended, an interest of five percent (5%) per annum will apply to
the Principal Amount commencing from the Maturity Date, calculated on a 365 day/year basis. No monies
were paid to the Company by the Investors pursuant to the Convertible Notes.
On
November 8, 2025, the Company signed
a termination agreement (each,
a “Termination Agreement,” and collectively, the “Termination Agreements”) with each Investor,
pursuant to which the Convertible Notes with each Investor were
terminated effective as of November 8, 2025, and
of no further force and effect.
The
foregoing description of the Termination Agreements is only a summary and does not purport to be complete and are
qualified in their entirety by reference to the full text of the Termination Agreements, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
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 |
| 10.1* |
|
Termination Agreements, dated as of November 8, 2025, by and between FutureTech II Acquisition Corp. and the Investors |
| 104* |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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:
November 10, 2025 |
|
|
| |
By: |
/s/
Ray Chen |
| |
Name: |
Ray
Chen |
| |
Title: |
Chief
Executive Officer |
