8-K: FutureTech II Merger Update: Aegeria Waiver Granted

FutureTech II Acquisition Corp. provides an update on its merger with Longevity Biomedical, Inc., including a waiver allowing target Aegeria Soft Tissue, LLC to solicit alternative acquisition proposals.

Summary

• FutureTech II Acquisition Corp. (the Company) entered into an Amended and Restated Agreement and Plan of Merger (the Merger Agreement) with Longevity Biomedical, Inc. (Longevity), LBI Merger Sub, Inc., and Andrew Leo.
• The Merger Agreement outlines a multi-step transaction: Longevity will first complete Target Acquisitions, followed by the Company merging into PubCo (Reorganization Merger), and then Longevity merging into Merger Sub (Acquisition Merger), making Longevity a wholly-owned subsidiary of PubCo.
• PubCo's common stock is expected to list on the Nasdaq Stock Market LLC under the ticker symbol LBIO upon closing.
• The Target Acquisitions involve Longevity acquiring Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC.
• On August 12, 2025, the Company consented to Longevity entering into a Waiver Agreement with Aegeria Soft Tissue, LLC.
• This Waiver Agreement removes a restriction that previously prohibited Aegeria from soliciting, negotiating, entering into, or otherwise facilitating an acquisition proposal or alternative transaction.

Sentiment

Score: 4

Explanation: While the merger process is moving forward, the granting of a 'no solicitation' waiver to a key target (Aegeria) introduces significant uncertainty and potential for disruption or competition, which is a negative development for the acquiring entity and the overall deal certainty.

Positives

• The filing indicates continued progress towards the consummation of the business combination between FutureTech II Acquisition Corp. and Longevity Biomedical, Inc.
• The combined entity, PubCo, is expected to list its common stock on Nasdaq under the ticker symbol LBIO, providing a clear path to public trading.

Negatives

• Longevity Biomedical, Inc. granted Aegeria Soft Tissue, LLC a waiver to solicit, negotiate, or enter into alternative acquisition proposals, which introduces uncertainty and potential competition for the acquisition of Aegeria.

Risks

• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Inability of the parties to successfully or timely consummate the Business Combination, including risks related to obtaining stockholder or regulatory approvals, delays, or unanticipated conditions.
• Failure to realize the anticipated benefits of the Business Combination.
• Uncertainty of projected financial information with respect to the Company and Longevity.
• Risks and costs relating to regulatory approvals and compliance applicable to Longevity's products.
• The Company's or Longevity's ability to obtain sufficient working capital.
• The Company's and 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 the Company's and Longevity's operations and business, including information technology and cybersecurity risks.
• Risks related to the loss of requisite licenses.
• Risks relating to 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 the Company'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

PubCo's common stock is expected to list on the Nasdaq Stock Market LLC under the ticker symbol LBIO following the closing of the transactions. The parties anticipate the successful consummation of the Business Combination, subject to various conditions and approvals.

Management Comments

• Ray Chen, Chief Executive Officer of FutureTech II Acquisition Corp., signed the 8-K report and the Approval of Waiver on behalf of FutureTech II Partners, LLC.
• Andrew Leo, Chief Executive Officer of Longevity Biomedical, Inc., acknowledged and agreed to the Approval of Waiver and signed the Waiver Agreement.
• Jennifer Elisseeff, Chief Executive Officer of Aegeria Soft Tissue, LLC, acknowledged and agreed to the Waiver Agreement.

Industry Context

This filing reflects ongoing activity in the Special Purpose Acquisition Company (SPAC) market, where SPACs like FutureTech II Acquisition Corp. seek to merge with private companies to bring them public. The target, Longevity Biomedical, Inc., operates in the biomedical sector, a field characterized by significant M&A activity and a focus on innovation and intellectual property. The waiver granted to Aegeria highlights the complexities and potential competitive dynamics within such transactions, particularly when multiple acquisitions are involved.

Related Party Transactions

• FutureTech II Partners, LLC, the sponsor of FutureTech II Acquisition Corp., consented to the waiver by Longevity Biomedical, Inc. of certain prohibitions and restrictions placed on Aegeria Soft Tissue, LLC.

Stakeholder Impact

• Shareholders of FutureTech II Acquisition Corp. will be required to vote on the Business Combination and will receive PubCo common stock upon closing, subject to the deal's successful completion.
• Employees of Longevity Biomedical, Inc., Cerevast Medical, Inc., and Aegeria Soft Tissue, LLC may experience changes in corporate structure and management as a result of the acquisitions and merger.
• Customers of Longevity's products may see continuity or changes in product development and availability depending on the successful integration and strategic direction of the combined entity.

Next Steps

• Longevity Biomedical, Inc. is to consummate the Target Acquisitions of Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC.
• Immediately following the Target Acquisitions, FutureTech II Acquisition Corp. will merge with PubCo (Reorganization Merger).
• Immediately following the Reorganization Merger, Longevity Biomedical, Inc. will merge with Merger Sub (Acquisition Merger).
• PubCo's common stock is expected to list on Nasdaq under the ticker symbol LBIO.
• The Business Combination will be submitted to FutureTech II Acquisition Corp. shareholders for their consideration and approval at a special meeting.
• The Company and Longevity have prepared a Registration Statement, including preliminary and definitive proxy statements and a prospectus, to be filed with the SEC.

Key Dates

Recommendation

The filing indicates progress on a complex merger, but the waiver granted to Aegeria Soft Tissue, LLC introduces significant uncertainty regarding a key acquisition. This creates a potential for delays or changes to the deal's structure, warranting a 'hold' stance until more clarity emerges on Aegeria's path and the overall deal's certainty.

Keywords

FutureTech II Acquisition Corp, Longevity Biomedical, Aegeria Soft Tissue, Cerevast Medical, Merger Agreement, SPAC, Business Combination, Nasdaq Listing, Acquisition Waiver, Biomedical, Healthcare Technology