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  4. [NT 10-Q] FutureTech II Acquisition Corp. SEC Filing

FutureTech II (NASDAQ: FTII) delays Q2 report, expects larger loss

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

FutureTech II Acquisition Corp. is delaying its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, citing the need for additional time to prepare, review, and finalize the financial statements. Management indicates a substantial portion of the report is complete and expects to file after this short extension period allowed under Rule 12b-25.

The company discloses it has also not filed its Form 10-Q for the quarter ended September 30, 2025, its Annual Report for the year ended December 31, 2025, or its Form 10-Q for the quarter ended March 31, 2026, because it is restating financial statements for the year ended December 31, 2024 and for the quarters ended March 31 and June 30, 2025. Based on preliminary information, primarily due to a material decrease in investment income, it expects to report a net loss for the three and six months ended June 30, 2026 that is greater than the net loss for the same periods in 2025.

Positive

  • None.

Negative

  • Multiple SEC reports remain unfiled, including the September 30, 2025 and March 31, 2026 Form 10-Qs and the 2025 Annual Report, indicating ongoing reporting delays.
  • The company is restating financial statements for the year ended December 31, 2024 and quarters ended March 31 and June 30, 2025, signaling prior-period reporting issues.
  • Management expects a greater net loss for the three and six months ended June 30, 2026 than for the same periods in 2025.
  • The anticipated deterioration in results is driven primarily by a material decrease in investment income, suggesting weaker portfolio performance or lower yields.

Insights

Analyzing...

Subject period Quarter ended June 30, 2026 Form 10-Q that could not be filed within the prescribed time
Unfiled quarter Quarter ended September 30, 2025 Quarterly Report on Form 10-Q not yet filed
Unfiled annual period Year ended December 31, 2025 Annual Report not yet filed
Restatement year Year ended December 31, 2024 Financial statements being restated
Comparison periods Three and six months ended June 30, 2025 Baseline periods for expected higher 2026 net loss
Form 12b-25 regulatory
"If the subject report could not be filed without unreasonable effort or expense"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
restating its financial statements financial
"in the process of restating its financial statements for the year ended December 31, 2024"
material decrease in investment income financial
"primarily as a result of a material decrease in investment income"
net loss financial
"expects to report a net loss for the three months and six months ended June 30, 2026"
Net loss is the amount by which a company’s total costs and expenses exceed its total income during a reporting period, after taking into account taxes and one‑time items. It matters to investors because repeated or large net losses can shrink a company’s cash and owner value, reducing its ability to pay dividends, invest for growth or borrow money — like a household spending more than it earns and dipping into savings to cover the shortfall.

FAQ

Why is FutureTech II Acquisition Corp. (FTII) delaying its June 30, 2026 Form 10-Q?
FutureTech II Acquisition Corp. is delaying its June 30, 2026 Form 10-Q because it needs more time to prepare, review, and finalize its financial statements. Management states that much of the report is complete but additional work is required to finish the financial information accurately.

Which SEC reports has FutureTech II Acquisition Corp. (FTII) not yet filed?
FutureTech II has not filed its Form 10-Q for the quarter ended September 30, 2025, its Annual Report for the year ended December 31, 2025, or its Form 10-Q for the quarter ended March 31, 2026. These delays are tied to ongoing financial statement restatements.

What financial statements is FutureTech II Acquisition Corp. (FTII) restating?
The company is restating its financial statements for the year ended December 31, 2024 and for the quarterly periods ended March 31, 2025 and June 30, 2025. These restatements are the reason several subsequent periodic reports have not yet been filed.

How does FutureTech II Acquisition Corp. (FTII) expect its June 30, 2026 results to compare with 2025?
The company expects a net loss for the three and six months ended June 30, 2026 that is greater than the net loss for the same 2025 periods. This anticipated worsening is primarily attributed to a material decrease in investment income during 2026.

What is causing the expected higher net loss at FutureTech II Acquisition Corp. (FTII)?
FutureTech II cites a material decrease in investment income as the primary driver of the expected higher net loss for the three and six months ended June 30, 2026. Lower investment income directly reduces earnings and contributes to larger reported losses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

  NOTIFICATION OF LATE FILING

SEC FILE

NUMBER

    001-41497
     
   

CUSIP

NUMBER

    27877D104

 

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

 

  For Period Ended: June 30, 2026
   
  ☐ Transition Report on Form 10-K
  ☐ Transition Report on Form 20-F
  ☐ Transition Report on Form 11-K
  ☐ Transition Report on Form 10-Q
  ☐ Transition Report on Form N-SAR
   
  For the Transition Period Ended:________________________

 

Read attached instruction sheet before preparing form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 

PART I - REGISTRANT INFORMATION

 

FutureTech II Acquisition Corp.
Full Name of Registrant
 
 
Former Name if Applicable
 
128 Gail Drive
Address of Principal Executive Office (Street and Number)
 
New Rochelle, NY 10805
City, State and Zip Code

 

 

 

 

 

 

PART II

RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III

NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

FutureTech II Acquisition Corp. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense due to the reasons described below. The management of the Company has been working diligently to complete all of the required information for the Form 10-Q, and a substantial part of such information has been completed as of this date. However, the Company requires additional time to prepare, review and finalize its financial statements to be included in the Form 10-Q.

 

PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification
   
  Ray Chen   (917)  

459-8498

  (Name)   (Area Code)   (Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).

 

☐ Yes ☒ No

 

 

 

 

 

The Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, the Annual Report for the year ended December 31, 2025 or the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The foregoing reports have not been filed because the Company is in the process of restating its financial statements for the year ended December 31, 2024 as well as the financial statements for the quarterly periods March 31, 2025 and June 30, 2025.

   
(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Based on preliminary information, primarily as a result of a material decrease in investment income, the Company expects to report a net loss for the three months and six months ended June 30, 2026, which will be greater than the net loss for the three months and six months ended June 30, 2025.

 

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  FutureTech II Acquisition Corp.  
  (Name of Registrant as Specified in Charter)  

 

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 17, 2026 By: /s/ Ray Chen
  Name: Ray Chen
  Title: CEO

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

  ATTENTION  
   
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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Source: View Original Filing on SEC EDGAR