FutureTech II Acquisition Corp. (FTII) filed a Form 12b-25, notifying a late filing for its Quarterly Report on Form 10‑Q for the period ended September 30, 2025. The company says additional time is needed to prepare, review, and finalize the financial statements despite substantial progress to date.
The company also anticipates a significant change in results: it expects to report a net loss for the three months ended September 30, 2025, larger than the loss in the same quarter of 2024, and a net loss for the nine months ended September 30, 2025 compared to net income for the same period in 2024. Management attributes this shift primarily to a material decrease in investment income.
FutureTech II Acquisition Corp. (FTII) terminated six previously executed Zero Interest Convertible Notes effective November 8, 2025. The notes, issued to individual investors in April 2025, had an aggregate principal of $1,025,000 and were convertible into shares after the closing of the company’s initial business combination.
The notes carried no interest unless the September 30, 2025 maturity date was extended, in which case 5% per annum would apply from the maturity date. No monies were paid to the company by the investors under these notes. With the termination, the notes are of no further force and effect.
FutureTech II Acquisition Corp. (FTIIU) has filed a Form 25 with the U.S. Securities and Exchange Commission, initiating the removal of its Class A common stock, warrants and units from listing and registration on the Nasdaq Stock Market LLC.
The notice—dated 11 July 2025 and signed by Nasdaq Hearings Advisor Aravind Menon—confirms that the exchange believes it meets the requirements for delisting under Section 12(b) of the Securities Exchange Act of 1934 (Commission File No. 333-261886). The filing references Rule 12d2-2, indicating that either Nasdaq or the issuer has complied with all necessary procedures for striking the securities from the exchange’s roll; the document does not specify which subsection was selected.
Once the Form 25 becomes effective (generally ten calendar days after filing), FTIIU’s securities will no longer be listed or registered on Nasdaq. The company has not provided additional context regarding alternative trading venues, potential relisting plans, or the rationale behind this action.
For investors, the primary implication is loss of a major secondary-market platform, which commonly leads to reduced liquidity, increased trading spreads, and potential valuation pressure.