UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
| |
NOTIFICATION
OF LATE FILING |
SEC FILE
NUMBER |
| 001-41497 |
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|
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CUSIP
NUMBER |
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|
27877D104 |
| (Check one): |
☐ Form
10-K |
☐ Form
20-F |
☐ Form
11-K |
☒ Form
10-Q |
☐ Form
10-D |
☐ Form
N-SAR |
☐ Form
N-CSR |
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For Period Ended: September 30, 2025 |
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|
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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|
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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: |
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PART
I - REGISTRANT INFORMATION
| FutureTech
II Acquisition Corp. |
| Full
Name of Registrant |
| |
| |
| Former
Name if Applicable |
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| 128
Gail Drive |
| Address
of Principal Executive Office (Street and Number) |
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| 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 September 30, 2025 (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 |
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|
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Ray
Chen |
|
(914) |
|
316-4805 |
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(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 |
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|
| (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 ended September 30,
2025, which will be greater than the loss for the three months ended September 30, 2024 and a net loss for the nine months ended September 30, 2025
as compared to net income for the nine months ended September 30, 2024.
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FutureTech
II Acquisition Corp. |
|
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(Name of Registrant as Specified
in Charter) |
|
Has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
November 14, 2025 |
By: |
/s/
Ray Chen |
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Name: |
Ray Chen |
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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.
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ATTENTION |
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|
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
