Current Report Filing (8-k)
April 08 2022 - 8:25AM
Edgar (US Regulatory)
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2022-04-08
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2022-04-08
2022-04-08
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2022-04-08
2022-04-08
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FTIIU:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-04-08
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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
FutureTech
II Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-41289 |
|
87-2551539 |
(Commission
File Number) |
|
(IRS Employer
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
to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement 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, each consisting of one
share of Class A Common Stock and one Redeemable Warrant |
|
FTIIU |
|
The Nasdaq
Stock Market LLC |
Class A Common Stock, $0.0001
par value per share |
|
FTII |
|
The Nasdaq
Stock Market LLC |
Redeemable Warrants, each warrant
exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
FTIIW |
|
The 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.
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.
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 |
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