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): April 8, 2022

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> File Number)	(IRS Employer<br> Identification No.)

128 Gail Drive

New Rochelle, NY 10805

(Address of principal executive offices) (Zip 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 communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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, each consisting of one<br> share of Class A Common Stock and one Redeemable Warrant	FTIIU	The Nasdaq<br> Stock Market LLC
Class A Common Stock, $0.0001<br> par value per share	FTII	The Nasdaq<br> Stock Market LLC
Redeemable Warrants, each warrant<br> exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	FTIIW	The Nasdaq<br> 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. ☐

Item 8.01.	Other Events

As previously reported, on February 18, 2022, FutureTech II Acquisition Corp. (the “Company”) completed its initial public offering (the “Offering”) of 11,500,000 units (“Units”), including the issuance of 1,500,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-261886). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $115,000,000.

As previously reported on a Current Report on Form 8-K of the Company, on February 24, 2022, simultaneously with the consummation of the Offering, the Company completed a private placement of an aggregate of 520,075 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $5,200,750 (the “Private Placement”).

On April 8, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the shares of Class A Common Stock and the Warrants comprising the Units commencing on April 8, 2022. Those Units not separated will continue to trade on The Nasdaq Global Market under the symbol “FTIIU,” and the Class A Common Stock and Warrants that are separated will trade on The Nasdaq Global Market under the symbols “FTII” and “FTIIW,” respectively. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into shares of Class A Common Stock and Warrants.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> No.	Description
99.1	Press Release dated April 8, 2022

SIGNATURES

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

	FUTURETECH II ACQUISITION CORP.
Date: April 8, 2022	By:	/s/ Yuquan Wang
		Yuquan Wang
		Chief Executive Officer

Exhibit99.1

FutureTechII Acquisition Corp. Announces the Separate Tradingof its Class A Common Stock and Warrants

NewRochelle, NY/ April 8, 2022 FutureTech II Acquisition Corp. (Nasdaq: FTIIU) (the “Company”), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, today announced that holders of the units sold in the Company’s initial public offering of 11,500,000 units completed on February 18, 2022, may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about April 8, 2022. Holders of units will need to have their broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants. Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FTIIU,” and the Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “FTII” and “FTIIW,” respectively.

The securities described above were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-261886) that was originally filed with the Securities and Exchange Commission (“SEC”) on December 23, 2021 and declared effective on February 14, 2022. The offering was made only by means of a prospectus, copies of which may be obtained from: EF Hutton, division of Benchmark Investments, LLC, 590 Madison Ave, 39^th^ Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002, or by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-LookingStatements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. Forward-looking statements are statements that are not historical facts and are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Offering filed with the SEC. Copies are available on the SEC’s website, www.sec.report. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, except as required by law.

Contact

FutureTech II Acquisition Corp.

128 Gail Drive

New Rochelle, NY 10805

Attn: Yuquan Wang

yuquanwang111@gmail.com

(914) 316-4805