FTII Trust Declines, Nasdaq Suspension and Going‑Concern Risk as Longevity Deal Hangs

FutureTech II Acquisition Corp. (NASDAQ: FTII)

What's happening inside: FTII is a blank‑check (SPAC) vehicle that has not generated operating revenue and is pursuing a proposed business combination with Longevity Biomedical. The company was suspended from Nasdaq trading on February 26, 2025 for failing to complete a business combination within the 36‑month window and is trading OTC. Management continues to extend the combination deadline (stockholders approved multiple one‑month extensions) and relies on sponsor deposits, extension loans and convertible/zero‑interest notes to fund operating needs. The trust account balance has been drawn down as redemptions were paid.

Key facts & statistics
- Cash on hand (June 30, 2025): $160,723.
- Interest‑Bearing Bank Demand Deposit held in Trust Account (June 30, 2025): $9,133,890 (down from $26,447,350 at 12/31/2024).
- Total assets (6/30/2025): $10,580,178 vs $28,120,102 at 12/31/2024.
- Total liabilities (6/30/2025): $10,380,789; Stockholders' deficit: $(9,583,710).
- Working capital deficit (6/30/2025): $5,484,501 (management disclosure).
- Class A common stock subject to possible redemption (temporary equity): $9,783,099 (6/30/2025).
- Sponsor / related party funding: Promissory Note - Sponsor $823,302 (6/30/2025); Note payable - Sponsor (Extension Loans) $3,537,744 outstanding.
- Cash flow highlights (six months ended 6/30/2025): cash provided by investing activities $17,585,764 (driven by $17,822,230 withdrawn from Trust); cash used in financing activities $16,294,605 (including $17,400,674 paid for redemptions); net change in cash +$103,955 to $160,723 end balance.
- Trading / regulatory: Suspended from Nasdaq Feb 26, 2025; trading approved by FINRA OTC starting Feb 26, 2025; stockholder vote on Aug 14, 2025 approved further extension(s) of the combination period (deposit of $18,203 on Aug 15, 2025 to extend to Sep 18, 2025).
- Proposed combination: Merger Agreement and amended/ restated merger documents with Longevity; S‑4 filed (initial S‑4 dated Feb 14, 2025); post‑deal ticker expected LBIO if closed.

Income statement - positive aspects
- The company still earns meaningful non‑operating interest income on trust funds: $72,477 in Q2 2025 and $272,304 for the six months ended 6/30/2025 (source of cash that helps fund operations).
- Quarterly operating expenses have come down year‑over‑year: total expenses in Q2 2025 were $138,735 vs $284,894 in Q2 2024; general & administrative in Q2 2025 was $58,735 vs $204,894 in Q2 2024.
- Controls on G&A appear to reduce cash burn in the most recent quarter versus prior periods.

Income statement - negative aspects
- FTII reported a net loss of $(80,647) for the three months ended 6/30/2025 and a YTD net loss of $(370,320) for the six months ended 6/30/2025 (compared with net income $85,119 YTD in 2024).
- Interest income has materially declined versus prior year periods (six months interest $272,304 in 2025 vs $819,427 in 2024) because trust balances were reduced by redemptions and withdrawals.
- Non‑cash accretion to redemption value materially depresses reported results: accretion recorded was $190,501 allocated to redeemable shares in the periods presented and materially affects EPS for redeemable holders (basic and diluted net loss per redeemable share Q2 2025: $(0.19)).
- The company has recurring tax expense and accretion/allocations that increase reported losses despite lower cash operating spend.
- No operating revenues - the business model depends on closing the business combination; until then, results are dominated by interest income swings, accretion, and one‑time items.

Short assessment - catalysts and risks
- Catalysts: completion of the Longevity combination (would convert the SPAC into an operating company, list on Nasdaq as proposed LBIO), PIPE/escrow financing commitments, continuing sponsor and investor convertible note support.
- Major risks: going‑concern uncertainty (management states substantial doubt absent additional funding), dependence on sponsor and third‑party financings, continued low cash outside the trust ($160k), Nasdaq delisting consequences (reduced liquidity, OTC trading), redemption liabilities and recurring extension deposit requirements, and conditional nature of warrants and many contractually contingent items.

Bottom line: FTII remains a SPAC in contract‑execution mode - it has reduced quarterly operating expenses and still earns trust interest, but the trust balance has been drawn down, cash outside the trust is minimal ($160,723), and material doubt about going concern persists. The decisive near‑term outcome is whether the Longevity transaction closes (and any associated PIPE/financing closes) or whether the company must continue to rely on sponsor loans and monthly extension deposits. Investors should track trust balances, extension deposits/loans, redemptions, and definitive closing milestones on the Longevity merger.