8-K - FTII - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2025

FutureTechII Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-41289	87-2551539
(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
128 Gail Drive<br><br> <br>New Rochelle, NY	10805
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

Registrant’s telephone number, including area code (914) 316-4805

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units,<br> each consisting of one share of Class A Common Stock and one Redeemable Warrant	FTIIU	The<br> Nasdaq Stock Market LLC
Class<br> A Common Stock, $0.0001 par value per share	FTII	The<br> Nasdaq Stock Market LLC
Redeemable<br> Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	FTIIW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 12, 2025, FutureTech II Acquisition Corp (the “Company”) received a letter (the “Determination Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had regained compliance with the listing rules and the matter is now closed.

As previously disclosed in the Current Reports on Form 8-K filed with the Securities and Exchange Commission on November 27, 2024, December 4, 2024 and January 15, 2025, the Company previously received deficiency notifications from the staff of Nasdaq for failure to comply with certain Nasdaq Listing Rules as described in these Current Reports. Pursuant to the Determination Letter, the Company has demonstrated compliance with Nasdaq’s listing requirements as described in January 15, 2025 letter from Nasdaq, and therefore the Company’s securities will remain listed on the Exchange.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FUTURETECH II ACQUISITION CORP.
Date:<br> February 13, 2025	By:	/s/ Ray Chen
	Name:	Ray<br> Chen
	Title:	Chief<br> Executive Officer