425: FutureTech II Acquisition Corp. and Longevity Biomedical, Inc. Announce Merger Agreement

FutureTech II Acquisition Corp. and Longevity Biomedical, Inc. have entered into a definitive agreement for a business combination, aiming to create a Nasdaq-listed biopharmaceutical company focused on longevity.

Summary

• FutureTech II Acquisition Corp. and Longevity Biomedical, Inc. have agreed to a business combination.
• The combined company will operate as Longevity Biomedical, Inc. and is expected to list on Nasdaq under the ticker symbol LBIO.
• The merger consideration will be a number of shares of FutureTech common stock equal to $100 million less the value of converted Longevity stock options, divided by $10.00.
• Longevity Biomedical is focused on developing and acquiring new technologies spanning therapeutics, health monitoring and digital health solutions to become a leading provider of longevity-related products and services designed to increase the health span for the rapidly growing global aging population.
• Longevity has a late-stage, diversified pipeline of therapeutic candidates across ophthalmology, cardiovascular disease and soft tissue reconstruction and repair.
• Near-term clinical milestones include Phase 3 start for LBI-201 for Ischemic stroke, Phase 2 data for LBI-101 for soft-tissue reconstruction, and Phase 2 start for LBI-001 in retinal vein occlusion.
• The Business Combination is expected to close in Q4 2024.
• The estimated cash proceeds available to the Combined Company from the transaction consists of FutureTechs $26.8 million of cash held in trust.
• The proceeds will be used to achieve key development milestones related to Longevitys clinical stage assets.

Sentiment

Score: 7

Explanation: The document presents a positive outlook on the merger, highlighting the potential for growth and innovation in the longevity sector. However, it also acknowledges the risks and uncertainties associated with the transaction.

Positives

• Longevity Biomedical has a diversified pipeline of therapeutic candidates.
• The company has near-term clinical milestones.
• The management team has a track record of acquiring, developing, and commercializing novel technologies.
• The combined company will have access to FutureTech's $26.8 million cash in trust.
• Longevity Biomedical is focused on developing and acquiring new technologies spanning therapeutics, health monitoring and digital health solutions to become a leading provider of longevity-related products and services designed to increase the health span for the rapidly growing global aging population.

Risks

• The business combination is subject to stockholder and regulatory approvals.
• The amount of redemption requests made by FutureTech's public stockholders could impact available cash.
• The success of Longevity's clinical development pipeline is subject to regulatory approvals and clinical trial outcomes.
• The company's ability to acquire and integrate new technologies is subject to market conditions and competition.

Future Outlook

The combined company will focus on advancing Longevity Biomedical's clinical development pipeline and acquiring new health technologies to address the aging population's needs.

Management Comments

• Bradford A. Zakes, Chief Executive Officer of Longevity Biomedical, stated that the business combination will provide the platform to advance cutting-edge technologies spanning multiple areas of unmet medical need for the aging population.
• Ray Chen, Chief Executive Officer of FutureTech, stated that FutureTech is excited to partner with Longevity's experienced leadership team to accelerate its clinical development pipeline to expand its impact in the healthcare industry.

Industry Context

The announcement reflects the ongoing trend of SPAC mergers in the healthcare and biotechnology sectors, as companies seek to accelerate their path to public markets and access capital for clinical development and acquisitions.

Comparison to Industry Standards

• Comparable companies in the biopharmaceutical space that have gone public via SPAC mergers include companies such as 23andMe and Butterfly Network.
• These companies often focus on innovative technologies and address unmet medical needs.
• The success of these mergers depends on the company's ability to achieve clinical milestones, secure regulatory approvals, and commercialize their products effectively.

Stakeholder Impact

• Shareholders of FutureTech will have the opportunity to vote on the merger.
• Shareholders of Longevity will receive shares in the combined company.
• The combined company will seek to create value for its shareholders by advancing its clinical development pipeline and acquiring new technologies.
• The merger will provide Longevity with access to capital to fund its operations and growth.

Next Steps

• FutureTech will file a registration statement on Form S-4 with the SEC.
• FutureTech will mail a definitive proxy statement/prospectus to its stockholders.
• FutureTech will hold a special meeting of stockholders to approve the transaction.
• The parties will work to satisfy the remaining closing conditions and complete the merger in Q4 2024.

Key Dates