FutureTech II Plunges to Loss Amid Trust Account Drain, OTC Shift

Ticker: FTII · Form: 10-Q · Filed: Aug 22, 2025 · CIK: 1889450

Sentiment: bearish

Topics: SPAC, Redemptions, Net Loss, OTC Trading, Going Concern, Business Combination, Longevity Biomedical

Related Tickers: FTII, FTIIU, FTIIW

TL;DR

**FTII is a sinking ship, with its trust account gutted by redemptions and a Nasdaq delisting; the Longevity merger is its last, desperate shot.**

AI Summary

FutureTech II Acquisition Corp. (FTII) reported a net loss of $370,320 for the six months ended June 30, 2025, a significant decline from the net income of $85,119 in the same period of 2024. This was primarily driven by a substantial decrease in interest earned on the Trust Account, falling from $819,427 in H1 2024 to $272,304 in H1 2025, and increased general and administrative expenses. The company's total assets decreased from $28,120,102 as of December 31, 2024, to $10,580,178 as of June 30, 2025, largely due to redemptions. Cash held in the Trust Account plummeted from $26,447,350 to $9,133,890 over the same period. FTII is actively pursuing a business combination with Longevity Biomedical, Inc. and has extended its combination period to August 18, 2026, approved by stockholders on August 14, 2025. The company faces a working capital deficit of $5,484,501 as of June 30, 2025, up from $5,026,967 at year-end 2024, and was suspended from trading on Nasdaq on February 26, 2025, now trading over-the-counter.

Why It Matters

This filing reveals a SPAC in distress, with significant redemptions drastically reducing its trust account and pushing it into a net loss. For investors, the shift from Nasdaq to OTC trading on February 26, 2025, signals a severe liquidity and valuation challenge, making the proposed Longevity Biomedical, Inc. merger a high-stakes gamble. Employees and customers of a potential target company would face uncertainty given FTII's precarious financial state and the ongoing challenges in completing a business combination. In the broader SPAC market, this highlights the increasing difficulty for blank-check companies to find suitable targets and retain investor capital, especially in a competitive environment with rising interest rates and geopolitical instability.

Risk Assessment

Risk Level: high — The company reported a net loss of $370,320 for the six months ended June 30, 2025, a stark contrast to the $85,119 net income in the prior year. Its cash in the Trust Account has significantly decreased from $26,447,350 to $9,133,890, and it has a working capital deficit of $5,484,501 as of June 30, 2025, indicating severe liquidity issues and a going concern risk.

Analyst Insight

Investors should avoid FTII due to its significant net losses, depleted trust account, and delisting from Nasdaq. The high working capital deficit and reliance on a single, unproven business combination with Longevity Biomedical, Inc. present an extremely speculative investment with substantial downside risk.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$10,580,178
total Debt
$0
net Income
-$370,320
eps
N/A
gross Margin
N/A
cash Position
$9,133,890
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What is FutureTech II Acquisition Corp.'s current financial status?

FutureTech II Acquisition Corp. reported a net loss of $370,320 for the six months ended June 30, 2025, and its cash in the Trust Account has decreased to $9,133,890 from $26,447,350 at the end of 2024. The company also has a working capital deficit of $5,484,501.

Why was FutureTech II Acquisition Corp. suspended from Nasdaq trading?

FutureTech II Acquisition Corp. was suspended from trading on The Nasdaq Stock Market LLC on February 26, 2025. The filing does not specify the exact reason for the suspension but notes that FINRA approved its trading over-the-counter with symbols 'FTII', 'FTIIU', and 'FUIIW' on February 25, 2025.

What is the proposed business combination for FutureTech II Acquisition Corp.?

FutureTech II Acquisition Corp. has announced a proposed business combination with Longevity Biomedical, Inc. This combination is a key strategic focus for the company as it seeks to complete its initial business combination.

When is the deadline for FutureTech II Acquisition Corp. to complete a business combination?

The deadline for FutureTech II Acquisition Corp. to complete a business combination has been extended to August 18, 2026. This extension was approved by the company's stockholders on August 14, 2025, allowing for twelve one-month extensions.

How much cash does FutureTech II Acquisition Corp. have outside of its trust account?

As of June 30, 2025, FutureTech II Acquisition Corp. had $160,723 of cash available on its unaudited condensed balance sheet outside of the Trust Account. This is a decrease from the $700,000 initially held outside the Trust Account following the Initial Public Offering.

What are the primary risks facing FutureTech II Acquisition Corp.?

Primary risks include the significant reduction in the Trust Account due to redemptions, the net loss of $370,320, a substantial working capital deficit of $5,484,501, and the uncertainty of completing the proposed business combination with Longevity Biomedical, Inc. The Nasdaq delisting also poses a significant risk to liquidity.

How did interest income on the Trust Account change for FutureTech II Acquisition Corp.?

Interest earned on the Interest Bearing Bank Demand Deposit held in the Trust Account significantly decreased. For the six months ended June 30, 2025, it was $272,304, a sharp drop from $819,427 for the same period in 2024.

What is the current yield on funds held in FutureTech II Acquisition Corp.'s Trust Account?

As of April 30, 2025, the current yield on the funds held in FutureTech II Acquisition Corp.'s Trust Account is 3.25%. This yield contributes to the interest income generated by the trust.

What is the impact of redemptions on FutureTech II Acquisition Corp.'s financial position?

Redemptions have had a significant impact, with $17,400,674 in cash paid for redemptions during the six months ended June 30, 2025. This has drastically reduced the cash held in the Trust Account and contributed to the overall decrease in total assets.

What is a blank check company like FutureTech II Acquisition Corp.?

FutureTech II Acquisition Corp. is a blank check company, also known as a SPAC, incorporated to effectuate a business combination with one or more businesses. It does not have any operations until it completes such a combination, generating non-operating income primarily from interest on its trust account.

Risk Factors

Industry Context

FutureTech II Acquisition Corp. operates within the SPAC industry, which is characterized by its reliance on identifying and merging with target companies. The current market environment for SPACs has been challenging, with increased scrutiny on deal quality and post-merger performance. The proposed merger with Longevity Biomedical, Inc. places FTII in the biotechnology sector, a field known for its high growth potential but also significant research and development risks and regulatory hurdles.

Regulatory Implications

The suspension from Nasdaq on February 26, 2025, indicates potential non-compliance with listing rules, posing a significant regulatory risk. The company's ability to regain listing is crucial for future capital access and investor confidence. Furthermore, the proposed business combination with Longevity Biomedical, Inc. will be subject to regulatory review by relevant authorities.

What Investors Should Do

  1. Monitor the progress of the Longevity Biomedical, Inc. business combination closely.
  2. Assess the impact of continued redemptions on the Trust Account.
  3. Evaluate the company's ability to address its working capital deficit.
  4. Consider the implications of the Nasdaq delisting.

Key Dates

Glossary

Trust Account
A segregated account holding funds raised from the company's initial public offering, typically invested in U.S. Treasury securities or money market funds, to be used for a business combination or returned to shareholders. (The balance in the Trust Account has significantly decreased due to redemptions, impacting the company's financial resources.)
Redemptions
The process by which shareholders of a special purpose acquisition company (SPAC) can elect to have their shares repurchased for cash, typically prior to or in connection with a business combination. (High redemption rates have depleted the Trust Account, a critical factor for FTII's financial health and ability to complete its merger.)
Business Combination
The transaction where a SPAC merges with or acquires an operating company, thereby taking the target company public. (FTII's primary objective is to complete a business combination with Longevity Biomedical, Inc.; its success is paramount.)
Working Capital Deficit
Occurs when a company's current liabilities exceed its current assets, indicating a potential inability to meet short-term obligations. (FTII has a significant and growing working capital deficit, highlighting financial strain.)
SPAC
Special Purpose Acquisition Company. A shell company that raises capital through an IPO to acquire or merge with an existing company. (FTII is a SPAC whose financial performance is largely tied to its ability to find and merge with a suitable target.)

Year-Over-Year Comparison

Compared to the prior year's period, FutureTech II Acquisition Corp. has experienced a significant financial deterioration. Net income of $85,119 in H1 2024 has swung to a net loss of $370,320 in H1 2025. This is primarily driven by a substantial decrease in interest income from the Trust Account and increased administrative expenses. Total assets have also plummeted from $28,120,102 to $10,580,178, largely due to investor redemptions, which have also led to a worsening working capital deficit.

Filing Stats: 4,636 words · 19 min read · ~15 pages · Grade level 19.1 · Accepted 2025-08-22 17:10:57

Key Financial Figures

Filing Documents

Financial Statements

Financial Statements: F-1 Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 (Audited) F-1 Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) F-2 Unaudited Condensed Statements of Changes in Stockholders' Deficit for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) F-3 Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited) F-4 Notes to Condensed Financial Statements (Unaudited) F-5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 14 Item 4.

Controls and Procedures

Controls and Procedures 14

– OTHER INFORMATION

PART II – OTHER INFORMATION: 15 Item 1.

Legal Proceedings

Legal Proceedings 15 Item 1A.

Risk Factors

Risk Factors 15 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Mine Safety Disclosures 15 Item 5. Other Information 15 Item 6. Exhibits 16 1 FORWARD-LOOKING This report, including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including with respect to our recently announced proposed business combination with Longevity Biomedical, Inc. ("Longevity"). In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about: our ability to complete our initial business combination, including our recently announced proposed business combination with Longevity; our ability to select an appropriate target business or businesses; our ability to regain listing on The Nasdaq Stock Market LLC ("Nasdaq"); our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or

Business

Business Combination On September 16, 2024, the Company, entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Longevity Biomedical, Inc., a Delaware corporation ("Longevity"), LBI Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company ("Merger Sub"), and Bradford A. Zakes, solely in the capacity as seller representative. The Merger Agreement provides that the parties thereto will enter into a business combination transaction (the "Longevity Business Combination" and together with the other transactions contemplated by the Merger Agreement, the "Transactions"), pursuant to which, among other things, (i) Longevity will consummate Target Acquisitions (as defined therein) upon the terms and subject to conditions set forth therein and pursuant to the Target Acquisition Agreements (as defined therein), and (ii) immediately following the consummation of the Target Acquisitions, Longevity will merge with and into Merger Sub (the "Merger") with Longevity as the surviving company of the Merger. Following the Merger, Longevity will be a wholly-owned subsidiary of the Company. At the closing of the Transactions (the "Closing"), the Company is expected to change its name to "Longevity Biomedical, Inc." and the Company's common stock is expected to list on the NASDAQ Stock Market under the ticker symbol "LBIO." The consummation of the proposed Longevity Business Combination is subject to certain conditions as further described in the Merger Agreement. In connection with the execution of the Merger Agreement, the sole stockholder of Longevity (the "Voting Stockholder") has entered into a Voting and Support Agreement (the "Longevity Support Agreement") with the Company and Longevity, pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the

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