FutureTech II Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.02. Termination of Material Definitive Agreement.
As previously disclosed, on April 7, 2025, FutureTech II Acquisition Corp. (the “Company”) executed six Zero Interest Convertible Notes, dated April 4, 2025 and April 7, 2025 (each, a “Convertible Note,” and collectively, the “Convertible Notes”), that were issued to Wuhao Zhang, Yujie Zhou, Wanrong Wang, Shouxiang Lu, Ji Wang and Gang Yuan (each, an “Investor,” and collectively, the “Investors”). Pursuant to the Convertible Notes, among other things, the Investors agreed to loan the Company $1,025,000 in aggregate principal (the “Principal Amount”) in exchange for their right to convert all or any part of the Principal Amount and any accrued interest (the “Conversion Amount”) into the shares of the Company at or any time after the closing of the initial business combination by the Company. The maturity date of the Convertible Notes was September 30, 2025 (the “Maturity Date”). The Convertible Notes are interest-free, except that if there are no conversions or no repayments of the Principal Amount on the Maturity Date and the Maturity Date is extended, an interest of five percent (5%) per annum will apply to the Principal Amount commencing from the Maturity Date, calculated on a 365 day/year basis. No monies were paid to the Company by the Investors pursuant to the Convertible Notes.
On November 8, 2025, the Company signed a termination agreement (each, a “Termination Agreement,” and collectively, the “Termination Agreements”) with each Investor, pursuant to which the Convertible Notes with each Investor were terminated effective as of November 8, 2025, and of no further force and effect.
The foregoing description of the Termination Agreements is only a summary and does not purport to be complete and are qualified in their entirety by reference to the full text of the Termination Agreements, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| No. | Description of Exhibit | |
| 10.1* | Termination Agreements, dated as of November 8, 2025, by and between FutureTech II Acquisition Corp. and the Investors | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
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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. | ||
| Dated: November 10, 2025 | ||
| By: | /s/ Ray Chen | |
| Name: | Ray Chen | |
| Title: | Chief Executive Officer | |
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