Futuretech II Acquisition Corp.(FTIIU) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Interim Financial Statements The interim financial statements reflect the company's status as a non-operational blank check entity, detailing significant asset reduction from redemptions and a growing stockholders' deficit Condensed Balance Sheets The company's total assets decreased significantly due to shareholder redemptions, while its stockholders' deficit worsened Condensed Balance Sheet Highlights (unaudited) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash | $160,723 | $56,768 | | Interest Bearing Bank Demand Deposit held in Trust Account | $9,133,890 | $26,447,350 | | Total Assets | $10,580,178 | $28,120,102 | | Total Current Liabilities | $6,930,789 | $24,444,031 | | Total Liabilities | $10,380,789 | $27,894,031 | | Class A common stock subject to possible redemption | $9,783,099 | $9,080,744 | | Total Stockholders' Deficit | ($9,583,710) | ($8,854,673) | Condensed Statements of Operations The company reported a net loss for the first six months of 2025, a reversal from net income in the prior year, driven by lower interest income Condensed Statements of Operations (unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Expenses | $138,735 | $284,894 | $592,572 | $595,828 | | Interest Earned on Trust Account | $72,477 | $283,084 | $272,304 | $819,427 | | Net Income (Loss) | ($80,647) | ($44,457) | ($370,320) | $85,119 | Condensed Statements of Changes in Stockholders' Deficit The stockholders' deficit increased during the first half of 2025 due to the net loss and accretion on redeemable stock - The total stockholders' deficit grew to $(9,583,710) by June 30, 2025, primarily due to net losses and accretion to the redemption value of Class A common stock[19] Condensed Statements of Cash Flows Cash flows were dominated by withdrawals from the Trust Account for investing and significant cash used for stock redemptions in financing activities Condensed Statements of Cash Flows Highlights (unaudited, for the six months ended June 30) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,187,204) | ($591,410) | | Net cash provided by investing activities | $17,585,764 | $36,123,240 | | Net cash used in financing activities | ($16,294,605) | ($35,548,932) | | Net change in cash | $103,955 | ($17,102) | Notes to Condensed Financial Statements Notes detail the proposed merger with Longevity Biomedical, significant liquidity issues, and substantial doubt about the company's ability to continue as a going concern - The company entered into a Merger Agreement with Longevity Biomedical, Inc on September 16, 2024, which was subsequently amended, with the consummation subject to certain conditions[35][36][144] - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to its working capital deficit and operational uncertainties[42][43] - The company's securities were suspended from trading on Nasdaq on February 26, 2025, for failing to complete a business combination within the required timeframe[47] - The Sponsor has provided significant financial support through Sponsor Working Capital Loans ($823,302 outstanding) and Extension Loans ($3,537,744 outstanding) to fund operations[88][99] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's focus on its pending merger, detailing deadline extensions, significant shareholder redemptions, delisting from Nasdaq, and liquidity challenges - The company is a blank check company with no operations, focused on consummating its proposed business combination with Longevity Biomedical, Inc[152][165] - The company has extended its business combination deadline multiple times, most recently to August 18, 2026, funded by Extension Loans from the Sponsor[154][161][225] - Significant shareholder redemptions occurred in connection with extension meetings, with approximately $64.2 million, $36 million, and $17.4 million paid out in three separate redemption events[156][158][162] - The company's securities were delisted from Nasdaq on February 26, 2025, and now trade over-the-counter, with intent to apply for relisting upon closing the business combination[184][185][186] - Management has identified substantial doubt about the company's ability to continue as a going concern, citing its liquidity position and the need to complete a business combination[194] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, this section is not required - As a smaller reporting company, this section is not required[228] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025[229] - A material weakness in internal control over financial reporting was identified, related to accounting for Extension Loans, redemption price calculations, and clawback collections[231] - Management is implementing remediation efforts, including improving processes for evaluating complex accounting standards and assessing resource needs[233] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company reports no legal proceedings - None[238] Item 1A. Risk Factors As a smaller reporting company, this section is not required, and no material changes to prior risk factors are noted - The company is not required to provide this information as a smaller reporting company and notes no material changes to previously disclosed risk factors[238] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities The company reports no unregistered sales of equity securities or material changes in the use of proceeds - None reported[239] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[240] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not Applicable[241] Item 5. Other Information The company reports no other information - None[241] Item 6. Exhibits This section lists the exhibits filed with the report, including merger agreements and officer certifications - Lists exhibits filed with the report, including agreements related to the proposed business combination and corporate governance documents[242][243]