Financial Performance - The company reported a net loss of $289,673 for the three months ended March 31, 2025, compared to a net income of $129,577 for the same period in 2024, indicating a significant decline in profitability[22] - The total expenses for the three months ended March 31, 2025, were $453,835, compared to $310,934 for the same period in 2024, reflecting an increase of approximately 45.9%[18] - The company’s cash flows from operating activities resulted in a net cash used of $453,155 for the three months ended March 31, 2025, compared to $282,082 for the same period in 2024, indicating a higher cash outflow[22] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total liabilities decreased to $10,786,213 as of March 31, 2025, from $27,894,031 as of December 31, 2024, reflecting a reduction of approximately 61.2%[16] - The company’s accumulated deficit increased to $9,372,094 as of March 31, 2025, compared to $8,855,025 as of December 31, 2024, indicating a rise of approximately 5.9%[20] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - The company’s cash balance increased to $130,580 as of March 31, 2025, from $56,768 at the beginning of the period, marking a rise of approximately 130%[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Account Held in Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Operations - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future operations and financial performance[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Longevity as the surviving entity[36][37] - The Company intends to apply for a listing of the combined company's securities on Nasdaq following the completion of a Business Combination[80] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, stating that it did not comply with Nasdaq IM-5101-2, leading to the suspension of trading on February 26, 2025[48] - The Company is subject to delisting from Nasdaq due to non-compliance with IM-5101-2, with trading expected to continue over the counter[80] - Management believes that without additional capital, the Company may not have sufficient working capital to meet its needs through the consummation of the Business Combination[43] - The Company has raised concerns about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not consummated[44] Shareholder and Stock Information - The weighted average number of redeemable common stock outstanding decreased to 779,886 for the three months ended March 31, 2025, from 3,920,107 in the same period of 2024, a reduction of about 80%[18] - As of March 31, 2025, the Class A common stock subject to possible redemption amounted to $9,651,778, an increase of $571,034 from December 31, 2024[65] - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[83] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] Financing and Capital Structure - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units on February 18, 2022[27] - The Company raised an additional $5,200,750 from the sale of 520,075 private placement units at $10.00 per unit[28] - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[115] - The Company signed a Subscription Agreement with an Investor to issue 1,000,000 shares of Class A Common Stock at a price of $5.00 per share, contingent upon a Business Combination with Longevity[113] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services[107] - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, and December 31, 2024[101] - The Company aims to manage and forecast cash effectively to align costs with contractual agreements[137] - The CODM monitors formation and operational costs to ensure sufficient capital for business combinations[137]
Futuretech II Acquisition Corp.(FTIIU) - 2025 Q1 - Quarterly Report