FTII.OTC.PinkFuturetech Ii Acquisition CORP

8-K: FutureTech II Amends Merger with Longevity Biomedical

Sentiment:

Amended Merger Agreement 12 August 2025 5:20 PM

📋All filings for Futuretech Ii Acquisition CORP

FutureTech II Acquisition Corp. has entered into an amended and restated merger agreement with Longevity Biomedical, Inc. and Longevity Biomedical Holdings Corp. to form a combined entity expected to list on Nasdaq under 'LBIO' in Q4 2025.

Capital raiseThe Parent and Company will use commercially reasonable efforts to enter into financing arrangements (Financing), which may include equity financing, debt financing, non-redemption agreements, or backstop agreements.The Parent may, in its sole discretion, enter into a 'Parent Working Capital Financing' for up to $2,000,000 to cover ordinary course administrative costs, SEC reporting expenses, and Extension Expenses.Proceeds from any Financing (excluding Parent Working Capital Financing) are intended for paying transaction expenses and providing working capital to the combined entity post-closing.

Summary

FutureTech II Acquisition Corp. (FTII) entered into an Amended and Restated Agreement and Plan of Merger with Longevity Biomedical, Inc. (Longevity) and Longevity Biomedical Holdings Corp. (PubCo) on August 5, 2025.
The transaction is a business combination where Longevity will first acquire Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC (Target Acquisitions).
Following Target Acquisitions, FTII will merge into PubCo, and Longevity will merge into a Merger Sub, resulting in Longevity becoming a wholly-owned subsidiary of PubCo.
PubCo's common stock is expected to list on Nasdaq under the ticker symbol LBIO.
The aggregate consideration for Longevity common stock holders will be shares of PubCo Common Stock valued at $100,000,000, minus the value of outstanding vested Longevity options, divided by $10.00 per share.
The business combination is expected to close in the fourth quarter of 2025, subject to stockholder approvals and other conditions.
FTII's Trust Account holds approximately $26,807,850.42.

Sentiment

Score: 7

Explanation: The filing indicates progress on a complex business combination, with an amended agreement and clear path to Nasdaq listing. The unanimous board approvals and existing support agreements are positive. However, the transaction remains subject to multiple conditions, including the successful completion of two prior acquisitions by Longevity, and general market risks are noted. The fixed valuation of Longevity at $100M, while a clear metric, doesn't provide insight into growth or profitability, which would further enhance sentiment.

Positives

The Merger Agreement and the Transactions were unanimously approved by the boards of directors of both FutureTech II and Longevity.
The transaction is structured with the intent to qualify for favorable U.S. federal and state income tax treatment (Section 351 transfer and Section 368 reorganization).
The combined entity, Longevity Biomedical Holdings Corp., is expected to list on Nasdaq, providing liquidity and access to public markets.
Existing support agreements from Longevity's sole stockholder and FutureTech Partners II LLC (Sponsor) ensure voting in favor of the proposed transactions.
The Trust Account has a balance of over $26.8 million, providing a base for the transaction and future working capital.

Negatives

The transaction is subject to numerous closing conditions, including stockholder approvals, regulatory approvals, and the successful completion of two prior target acquisitions (Cerevast and Aegeria).
The valuation of Longevity is fixed at $100,000,000, which may not reflect future growth or market conditions.
The 'Merger Consideration' calculation deducts the value of outstanding vested options, potentially reducing the number of shares for common stockholders.
The filing highlights various risks associated with forward-looking statements, including changes in market conditions, failure to realize anticipated benefits, and regulatory compliance costs.

Risks

Changes in domestic and foreign business, market, financial, political, and legal conditions.
Inability of parties to successfully or timely consummate the Business Combination, including failure to obtain required stockholder or regulatory approvals, or delays/unanticipated conditions.
Failure to realize the anticipated benefits of the Business Combination.
Uncertainty of projected financial information with respect to FutureTech II and Longevity.
Risks and costs related to regulatory approvals and compliance applicable to Longevity's products.
FutureTech II's or Longevity's ability to obtain sufficient working capital.
Longevity's level of indebtedness.
Longevity's ability to successfully and timely acquire, develop, sell, and expand its technology and products, and otherwise implement its growth strategy.
Risks relating to Longevity's operations and business, including information technology and cybersecurity risks.
Risks related to the loss of requisite licenses.
Potential disruption of current plans, operations, and infrastructure of Longevity as a result of the announcement and consummation of the Business Combination.
Risks that Longevity is unable to secure or protect its intellectual property.
Risks that the combined company experiences difficulties managing its growth and expanding operations.
The ability to compete with existing or new companies that could slow the development of Longevity's products or cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.
The amount of redemption requests made by FutureTech II's shareholders.
The impact of the COVID-19 pandemic.
The ability to successfully select, execute or integrate future acquisitions into the business, which could result in material adverse effects to operations and financial conditions.

Future Outlook

The business combination is expected to close in the fourth quarter of 2025, subject to stockholder approvals and satisfaction of various closing conditions, including the prior acquisition of Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC by Longevity. The combined entity, Longevity Biomedical Holdings Corp., anticipates listing its common stock on Nasdaq under the ticker symbol LBIO. The parties intend for the mergers to qualify for favorable U.S. federal income tax treatment.

Management Comments

The Merger Agreement and the Transactions were unanimously approved by the boards of directors of each of the Company and Longevity.
The Company and Longevity anticipate that subsequent events and developments will cause the Company’s and Longevity’s assessments to change. However, while the Company and Longevity may elect to update these forward-looking statements at some point in the future, the Company and Longevity specifically disclaim any obligation to do so.

Industry Context

This business combination represents a SPAC (Special Purpose Acquisition Company) merging with a private biomedical company, a common trend for private companies seeking public market access. The acquisition of Cerevast Medical and Aegeria Soft Tissue suggests Longevity is consolidating or expanding its offerings in specific medical device or tissue-related fields, aiming for a broader market presence upon Nasdaq listing. The focus on 'Longevity Biomedical' implies an interest in the growing health and life sciences sector, potentially targeting age-related diseases or regenerative medicine, though specific product details are not provided in this filing.

Comparison to Industry Standards

The $100 million valuation for Longevity Biomedical, Inc. (pre-option adjustment) is a specific figure for this private company, but without detailed financial performance metrics (e.g., revenue, EBITDA, growth rates) for Longevity, Cerevast, or Aegeria, a direct quantitative comparison to industry benchmarks or comparable public companies (e.g., other small-cap biotech or medical device firms like those in the Nasdaq Biotechnology Index or S&P Medical Devices Index) is not possible from this filing.
The $10.00 per share conversion price is standard for SPACs, typically representing the initial trust value per share.
The structure involving a SPAC acquiring a private company that has itself acquired other targets (Cerevast and Aegeria) is a common, albeit complex, de-SPAC transaction model, seen in various sectors including healthcare, where companies seek to combine and then go public.
The requirement for a fairness opinion from a financial advisor (Newbridge Securities Corporation) is a standard corporate governance practice in such transactions to ensure the deal is equitable for shareholders.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Current directors of Purchaser	Six (6) directors designated by Longevity (at least four independent), one (1) director designated by Sponsor	Effective upon the Effective Time of the Mergers	Restructuring of the board of directors of the combined public company post-merger.
Chief Executive Officer	Current CEO of Purchaser	Same individual as Longevity's CEO immediately prior to Closing	Immediately after the Closing	Continuity of leadership for the combined entity.
Chief Financial Officer	Current CFO of Purchaser	Same individual as Longevity's CFO immediately prior to Closing	Immediately after the Closing	Continuity of leadership for the combined entity.
Executive Officer	Current executive officers of Purchaser	Resignations	Effective upon the Effective Time of the Mergers	Transition to new management structure for the combined entity.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Organizational Documents Amendment	Purchaser's Amended and Restated Certificate of Incorporation will be amended and restated to change its name to Longevity Biomedical, Inc. (or other mutually agreed name) and provide for the size and structure of the Post-Closing Board.	Effective upon the Effective Time of the Mergers	Establishes the new corporate identity and governance structure for the combined public entity.
Equity Incentive Plan Adoption	A new equity incentive plan will be adopted and approved, providing for awards of Purchaser Common Stock equal to 10% of outstanding shares post-closing plus shares underlying converted stock options.	Prior to Closing	Aligns management and employee incentives with shareholder interests in the combined company.
Director Indemnification	Purchaser will provide each director of the Post-Closing Board with a customary director indemnification agreement.	At or prior to Closing	Provides standard protection for directors, which is crucial for attracting and retaining qualified board members.
D&O Tail Insurance	Purchaser is permitted to obtain and fully pay for a tail insurance policy for up to six years for current/former directors and officers of Parent, Purchaser, and Merger Sub.	Prior to the Effective Time	Ensures continued liability coverage for past actions of pre-merger directors and officers.

Legal Proceedings

No material actions are currently pending or threatened against FutureTech II Acquisition Corp. or Longevity Biomedical, Inc. as of the filing date, nor are they subject to any material orders from governmental authorities.
Longevity has not received any written or oral notice of any material conflict or non-compliance with laws, nor has it been subject to any investigations by a Governmental Authority regarding alleged violations of law in the past five years.

Related Party Transactions

Longevity's sole stockholder (Voting Stockholder) entered into a Longevity Support Agreement with FutureTech II and Longevity on September 16, 2024, agreeing to vote in favor of the merger.
FutureTech Partners II LLC (Sponsor) entered into a Sponsor Support Agreement with FutureTech II and Longevity on September 16, 2024, agreeing to vote in favor of the merger, appear for quorum, vote against impeding proposals, not redeem shares, and waive certain conversion ratio adjustments.
Certain Promissory Notes issued by Longevity and Cerevast to FutureTech Capital LLC (an affiliate of Sponsor) will be cancelled and converted into Longevity Common Stock immediately prior to the Merger Effective Time.
The Company (Longevity) has no outstanding contract or other arrangement or commitment with any Related Person, and no Related Person owns any property used in the business, except as set forth on Schedule 5.21. Each such contract was entered into at arm's length and on commercially reasonable terms.
The Company (Longevity) will take necessary actions to terminate any Contract or arrangement with a Related Person listed on Schedule 4.21 of the Company Disclosure Schedules if requested by the Purchaser.

Stakeholder Impact

Shareholders (FutureTech II): Will have their common stock converted into PubCo common stock on a 1:1 basis and can exercise redemption rights for cash at $10.00 per share. Their warrants and units will also convert to PubCo equivalents.
Shareholders (Longevity): Will receive PubCo common stock as merger consideration, calculated based on Longevity's $100 million valuation (minus vested option value) at $10.00 per share. They will be subject to lock-up agreements.
Employees (Longevity, Cerevast, Aegeria): Existing Longevity options will convert into PubCo options. A new equity incentive plan will be adopted. Employment agreements with non-compete and non-solicitation terms are being finalized for certain individuals.
Management (Longevity): Key executive officers (CEO, CFO) are expected to retain their roles in the combined entity.
Creditors: The combined entity will use remaining Trust Account cash and any financing proceeds to pay accrued expenses and deferred IPO expenses, which could benefit creditors.
Customers & Suppliers: The filing states that relationships with top customers and suppliers are good, with no material threats of termination or reduction in business.

Next Steps

Longevity to consummate Target Acquisitions (Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC).
FutureTech II Acquisition Corp. to merge with Longevity Biomedical Holdings Corp.
Longevity Biomedical, Inc. to merge with LBH Merger Sub, Inc.
PubCo's common stock to list on Nasdaq under LBIO.
Preparation and filing of a registration statement on Form S-4 (including proxy statement) with the SEC.
Obtain required stockholder approvals from FutureTech II and Longevity.
FutureTech II to receive a fairness opinion from its Financial Advisor.
Shares of PubCo Common Stock and PubCo Warrants to be approved for listing on Nasdaq.
Adoption and approval of a new equity incentive plan.
Finalize employment agreements with certain individuals, including non-compete and non-solicitation terms.
Terminate certain related party contracts/arrangements if requested by Purchaser.
FutureTech II and Longevity to use commercially reasonable efforts to secure additional financing arrangements.

Key Dates

Date	Description
2022-02-15	Date of FutureTech II Acquisition Corp.'s IPO Prospectus.
2022-02-18	Date of Investment Management Trust Agreement between Parent and Trustee.
2022-02-18	Date of Warrant Agreement between Parent and Continental Stock Transfer & Trust Company.
2022-08-07	Longevity Biomedical, Inc. entered into Contribution and Exchange Agreement with Cerevast Medical, Inc. (Cerevast Acquisition Agreement).
2022-08-07	Longevity Biomedical, Inc. entered into Contribution and Exchange Agreement with Aegeria Soft Tissue, LLC (Aegeria Acquisition Agreement).
2023-01-25	Date of Assignment, Assumption, and Note Conversion Agreement related to Promissory Notes.
2023-08-17	Amendment date for Investment Management Trust Agreement.
2023-12-31	Fiscal year-end for Longevity, Cerevast, and Aegeria audited financial statements.
2024-01-01	Start of period for Top Customers and Top Suppliers analysis.
2024-03-31	Interim Balance Sheet Date for Longevity's unaudited financials.
2024-06-30	End of six-month period for employee compensation data.
2024-09-16	Date of Original Merger Agreement, Longevity Support Agreement, and Sponsor Support Agreement.
2024-10-15	Target date for Longevity, Cerevast, and Aegeria to deliver audited financial statements to Parent.
2024-12-31	Fiscal year-end for FutureTech II Acquisition Corp.'s Annual Report on Form 10-K.
2025-08-05	Date of Amended and Restated Agreement and Plan of Merger.
2025-08-06	Date of Report (earliest event reported) for Form 8-K filing.
2025-08-12	Date of signing for FutureTech II Acquisition Corp. on Form 8-K.
2025-Q4	Expected closing quarter for the Business Combination.

Recommendation

hold

The filing details an amended merger agreement, indicating progress towards a business combination and Nasdaq listing. This provides clarity on the transaction structure and valuation. However, the deal is not yet closed and is subject to multiple conditions, including stockholder approvals and the successful completion of two prior acquisitions by Longevity. While the unanimous board approvals and existing support agreements are positive, the inherent risks of SPAC transactions and the lack of detailed financial performance metrics for Longevity and its targets in this specific filing warrant a 'hold' recommendation. Investors should await the definitive proxy statement/prospectus (Registration Statement) for comprehensive financial disclosures and a clearer picture of the combined entity's prospects before making a 'buy' or 'sell' decision.

Keywords

SPAC, Merger, Acquisition, Longevity Biomedical, FutureTech II Acquisition Corp., Nasdaq Listing, Business Combination, SEC Filing, 8-K, Biomedical, Healthcare Technology, Cerevast Medical, Aegeria Soft Tissue

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