FutureTech II files Form 12b-25 delaying Q1 2026 10-Q

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.

Rhea-AI Filing Summary

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.

Insights

Corporate Reporting Specialist

Late filing cites additional time needed to finalize quarter-end financials and notes weaker investment income.

The filing uses Rule 12b-25 to notify regulators that the Form 10-Q for the quarter ended March 31, 2026 will be delayed while management completes and reviews financial statements. The company expressly attributes the expected worsening net loss to a "material decrease in investment income."

Timing for the completed Form 10-Q is governed by Rule 12b-25 relief; subsequent filings will show the finalized numbers and any additional qualifiers. Stakeholders should read the forthcoming Form 10-Q for full financial detail and reconciliations.

Accounting & Audit Advisor

Delay likely procedural and tied to financial statement finalization, not an announced audit failure.

The notice states management has completed a substantial portion of required information but needs extra time to prepare, review and finalize statements. The form indicates relief under Rule 12b-25(b)/(c) is sought; an accountant's statement is attached if applicable per the rule.

Key items to confirm in the eventual Form 10-Q: the finalized net loss magnitude, the composition and drivers of the investment income decline, and any auditor comments or subsequent adjustments.

Key Figures

Quarter end: March 31, 2026 Form 12b-25 signature date: May 15, 2026 Comparative period: March 31, 2025 +3 more

6 metrics

Quarter end March 31, 2026 fiscal quarter ended

Form 12b-25 signature date May 15, 2026 notification signed by CEO Ray Chen

Comparative period March 31, 2025 prior-year quarter used for comparison of net loss

Net loss direction Greater than prior year loss expected net loss for three months ended March 31, 2026 vs March 31, 2025

CUSIP 27877D104 registrant identification

Contact phone (914) 316-4805 contact in regard to this notification

Key Terms

Rule 12b-25, Form 10-Q, material decrease in investment income

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

material decrease in investment income financial

"Based on preliminary information, primarily as a result of a material decrease in investment income"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did FutureTech II (FTIIU) file a Form 12b-25 for the quarter ended March 31, 2026?

The company requested additional time because it needs to prepare, review and finalize its March 31, 2026 financial statements. Management says a substantial portion is complete but extra time is required to finish the Form 10-Q.

Will the delayed Form 10-Q change FutureTech II's reported quarterly result for Q1 2026?

Based on preliminary information, the company expects a net loss for the three months ended March 31, 2026 that is greater than the loss for the same period in 2025, driven primarily by a material decrease in investment income.

Who signed the Form 12b-25 for FutureTech II and when was it signed?

The notification was signed by CEO Ray Chen on May 15, 2026, certifying the company’s request for additional time to file the Form 10-Q for the quarter ended March 31, 2026.

Does the Form 12b-25 indicate missing prior reports for FutureTech II (FTIIU)?

The form includes a checkbox question about prior periodic filings; the provided excerpt does not identify any missing prior reports and does not list past delinquencies in the visible text.

What caused FutureTech II's anticipated worse net loss in Q1 2026?

The filing states the expected larger net loss is primarily due to a material decrease in investment income, as disclosed in the narrative explaining why the Form 10-Q cannot be filed on time.

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

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Accepted by SEC EDGAR 05/15/2026 - 06:40 PM Learn about SEC filing dates

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: March 31, 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 March 31, 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		(914)		316-4805
	(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

(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 March 31, 2026, which will be greater than the loss for the three months ended March 31, 2025.

2

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: May 15, 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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