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

Rhea-AI Filing Summary

FutureTech II Acquisition Corp. filed a Form 12b-25 notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because the audit of the 2025 financial statements is not complete. The company cites additional time needed to prepare, review and finalize audited financial statements and invokes Rule 12b-25 relief. Based on preliminary information, primarily from a material decrease in investment income, the company expects to report a net loss for 2025 that will be greater than the loss for the year ended December 31, 2024. The notification is signed by CEO Ray Chen on April 1, 2026.

Key Figures

Fiscal period end: December 31, 2025 Rule 12b-25 filing date: April 1, 2026 Filing relief window: 15 calendar days +2 more

5 metrics

Fiscal period end December 31, 2025 Period for the delayed Form 10-K

Rule 12b-25 filing date April 1, 2026 Date the Form 12b-25 was signed by CEO Ray Chen

Filing relief window 15 calendar days Rule 12b-25(b) extension for annual reports

Contact phone (914) 316-4805 Person to contact regarding this notification

CUSIP 36119D103 Security identifier listed on the notice

Key Terms

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

3 terms

Rule 12b-25 regulatory

"The Company seeks relief pursuant to Rule 12b-25(b)"

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 12b-25 regulatory

"FutureTech II Acquisition Corp. has determined that it is unable...to file its Annual Report on Form 10-K"

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.

material decrease in investment income financial

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		001-41289
		CUSIP NUMBER
		36119D103

(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: December 31, 2025

☐ 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, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period. The Company is in the process of completing the audit of the financial statements for the year ended December 31, 2025 and will need additional time to complete the audit of such financial statements for inclusion in the Form 10-K. However, the Company requires additional time to prepare, review and finalize its financial statements to be included in the Form 10-K.

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 year ended December 31, 2025, which will be greater than the loss for the year ended December 31, 2024.

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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: April 1, 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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