DEF 14A: FutureTech II Seeks SPAC Extension to Aug 2026

FutureTech II Acquisition Corp. seeks stockholder approval to extend its business combination deadline to August 18, 2026, to complete its merger with Longevity Biomedical, Inc.

Summary

• FutureTech II Acquisition Corp. (FutureTech), a Special Purpose Acquisition Company (SPAC), is holding a special meeting on August 14, 2025, to vote on extending its deadline to complete a business combination.
• The current deadline to consummate a business combination is August 18, 2025.
• FutureTech entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, but management believes there isn't sufficient time to complete it by the current deadline.
• The proposed Charter Amendment would extend the deadline monthly for up to twelve additional months, until August 18, 2026.
• For each monthly extension, the Sponsor (FutureTech II Partners LLC) will deposit the lesser of $25,000 or $0.033 multiplied by the number of public shares not redeemed into the Trust Account, in exchange for a non-interest bearing, unsecured promissory note.
• As of July 11, 2025, the Trust Account held approximately $9.95 million.
• The estimated redemption price for public shares is approximately $12.76 per share before taxes and $12.53 per share after estimated taxes, as of July 11, 2025.
• The closing price of FutureTech's common stock on July 11, 2025, was $11.78.
• Public stockholders have the right to redeem their shares for a pro rata portion of the Trust Account funds in connection with the Charter Amendment Proposal, regardless of how they vote.
• The Charter Amendment Proposal requires the affirmative vote of at least 65% of the outstanding common stock.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's delisting from Nasdaq, the necessity for an extension to complete its merger, and the trading price being below the redemption value. These factors indicate significant operational and market challenges, despite the ongoing efforts to complete a business combination.

Positives

• The proposed extension provides FutureTech with additional time, up to August 18, 2026, to complete its business combination with Longevity Biomedical, Inc., preventing immediate liquidation.
• The Sponsor will contribute monthly payments to the Trust Account for each extension, which could benefit non-redeeming public stockholders by increasing the Trust Account balance.
• Public stockholders retain redemption rights, allowing them to exit their investment at a pro rata portion of the Trust Account value if they choose not to continue with the extended timeline or the eventual business combination.

Negatives

• The company's securities are currently traded on the OTCID over-the-counter market, not Nasdaq, which could lead to limited market quotations, reduced liquidity, and potential 'penny stock' classification.
• Nasdaq delisting may hinder the ability to consummate the planned Business Combination with Longevity Biomedical Inc., as Nasdaq listing is a condition precedent for the combined company.
• If the Charter Amendment is not approved or the business combination is not completed by the extended date, the company will liquidate, and warrants will expire worthless.
• The per-share distribution from the Trust Account upon liquidation could be less than $10.20 due to potential claims from creditors, despite the Sponsor's indemnification agreement (whose ability to satisfy is unverified).
• The withdrawal of funds from the Trust Account due to redemptions could significantly reduce the remaining capital, potentially requiring FutureTech to seek additional financing which may not be available on acceptable terms.
• The Sponsor and management have significant financial incentives (their founder shares and private units would be worthless upon liquidation) that may create a conflict of interest, potentially influencing decisions towards completing a less favorable business combination.

Risks

• No assurance that the extension will enable the completion of a business combination.
• Redemptions by stockholders could leave insufficient cash to consummate the business combination on commercially acceptable terms or at all.
• Inability to recover investment except through open market sales, with volatile share prices and no assurance of favorable disposal prices.
• Potential U.S. foreign investment regulations and CFIUS review could block or delay a business combination with a U.S. target company, especially given the Sponsor's past non-U.S. control.
• The company's securities trading on the OTCID over-the-counter market may lead to limited market quotations, reduced liquidity, and classification as a 'penny stock', which imposes burdensome trading rules and reduces market activity.
• Nasdaq delisting affects the ability to consummate the planned Business Combination with Longevity Biomedical Inc., as Nasdaq listing is a condition precedent for the combined company.
• Risk of being deemed an investment company under the Investment Company Act of 1940, which would impose burdensome compliance requirements and severely restrict activities, potentially leading to liquidation.
• Conflict of interest for the Sponsor, directors, and officers due to their significant investment becoming worthless if a business combination is not completed.
• Significant costs associated with the business combination, which will reduce available cash if the combination is not completed.
• A new 1% U.S. federal excise tax (Inflation Reduction Act of 2022) could be imposed on future redemptions of shares after January 1, 2023, though Trust Account funds and Extension Payments will not be used for this tax.
• Stockholders may be held liable for claims by third parties against the corporation to the extent of distributions received in a dissolution, as the company will not comply with Section 280 of the DGCL.

Future Outlook

FutureTech aims to complete its business combination with Longevity Biomedical, Inc. before December 31, 2025, though it is seeking an extension until August 18, 2026, out of caution. The company will remain a reporting company under the Securities Exchange Act of 1934, and its securities will remain publicly traded if the extension is approved. The Board believes the extension is in the best interests of stockholders to allow more time to complete the business combination.

Management Comments

• Management and the Board believe there will not be sufficient time before the Termination Date of August 18, 2025, to complete the Business Combination.
• The Board believes that in order to be able to complete the Business Combination, we will need to obtain the Extension.
• The Board believes that it is in the best interests of the stockholders to continue FutureTech's existence until the Extended Date in order to allow FutureTech more time to complete such business combination.
• Management believes that it can close the Business Combination before December 31, 2025; however, out of an abundance of caution, the Company is seeking an extension until August 18, 2026.
• The Board has determined that the Charter Amendment Proposal and the Adjournment Proposal are fair to and in the best interests of FutureTech and its stockholders, has declared them advisable and recommends that you vote or give instruction to vote FOR them.

Industry Context

This filing reflects a common challenge faced by Special Purpose Acquisition Companies (SPACs) in the current market environment: the difficulty of identifying and consummating a suitable business combination within the initial charter-mandated timeframe. The need for an extension, coupled with the delisting from Nasdaq and trading on the OTC market, highlights the increased scrutiny and operational hurdles for SPACs, particularly those that have not yet completed a de-SPAC transaction. The mention of the Inflation Reduction Act's excise tax also indicates the evolving regulatory landscape impacting SPAC redemptions.

Comparison to Industry Standards

• The company's current trading on the OTCID over-the-counter market, rather than Nasdaq, places it below typical industry standards for publicly traded SPACs, which generally aim for major exchange listings to ensure liquidity and investor visibility.
• The requirement for a 65% affirmative vote for the Charter Amendment Proposal is a high threshold, potentially more stringent than some other SPACs' charter amendment requirements, reflecting the protective provisions for public stockholders.
• The Sponsor's monthly contribution of $0.033 per non-redeemed public share for extensions is a common mechanism in SPAC extensions, but the specific amount can vary. This rate is relatively low compared to some historical SPAC extensions which offered higher per-share contributions.
• The estimated redemption price of $12.53 per share (after tax) compared to the market price of $11.78 per share on July 11, 2025, indicates that public stockholders could realize a gain by redeeming their shares, which is a common occurrence in SPACs trading below their trust value, but also suggests a lack of market confidence in the current SPAC structure or the proposed merger target.

Corporate Governance

Related Party Transactions

• The Sponsor (FutureTech II Partners LLC) purchased 2,875,000 founder shares for $25,000 prior to the IPO.
• The Sponsor purchased 520,075 private units for $5,200,750 simultaneously with the IPO.
• An affiliate of the Sponsor is paid $10,000 per month for office space, utilities, and secretarial/administrative support.
• The Sponsor has provided Working Capital Loans to the company, with $412,257 outstanding as of December 31, 2024.
• The Sponsor has provided Extension Loans totaling $3,813,203 as of the filing date, in the form of non-interest-bearing promissory notes, to extend the business combination period.

Stakeholder Impact

• **Shareholders (Public)**: Face a decision on whether to redeem shares now (at a premium to market price) or hold for the potential business combination. Risk of warrants expiring worthless if liquidation occurs. Potential for dilution if additional capital is raised. Benefit from Sponsor's monthly contributions to the Trust Account if they do not redeem.
• **Shareholders (Sponsor/Insiders)**: Have a strong incentive to complete the business combination as their founder shares and private units would become worthless upon liquidation. Their significant ownership (78.44%) gives them substantial voting power to approve the extension.
• **Employees**: No direct impact mentioned, but successful completion of the business combination would secure the company's future, while liquidation would result in job losses.
• **Customers/Suppliers**: No direct impact mentioned, as FutureTech is a blank check company. Impact would be on Longevity Biomedical, Inc.'s stakeholders post-merger.
• **Creditors**: In case of liquidation, the company's obligations under DGCL to provide for claims of creditors apply. The Sponsor has agreed to be liable for claims against the Trust Account, but their ability to satisfy this is unverified, posing a risk to creditors if funds outside the Trust Account are insufficient.

Next Steps

• Hold a Special Meeting of Stockholders on August 14, 2025, to vote on the Charter Amendment Proposal and Adjournment Proposal.
• If the Charter Amendment is approved, file an amendment to the charter with the Secretary of State of Delaware.
• Continue efforts to complete the Business Combination with Longevity Biomedical, Inc. by the target closing date of December 31, 2025, or the extended date of August 18, 2026.
• If the Charter Amendment is approved and implemented, the Sponsor will make monthly Extension Payments into the Trust Account.
• If the Business Combination is submitted to stockholders, a separate meeting will be held for a vote, where public stockholders will retain their right to vote and redeem shares.

Key Dates

Recommendation

The company's delisting from Nasdaq to the OTC market, coupled with the need for an extension to complete its business combination, signals significant operational and market challenges. The current market price of $11.78 is below the estimated redemption value of $12.53 (after tax), indicating that public stockholders can realize a gain by redeeming their shares now. While the extension provides a chance for the merger to close, the substantial risks associated with the OTC listing, potential failure to meet Nasdaq listing requirements for the combined entity, and the inherent uncertainties of SPAC mergers suggest that exiting at a premium to the current market price via redemption is the most prudent action for risk-averse investors. For those willing to take on higher risk, holding for the potential merger completion could yield higher returns, but the downside risks are considerable.

Keywords

SPAC, FutureTech II Acquisition Corp, Longevity Biomedical Inc, Business Combination, Merger Agreement, Extension, Proxy Statement, SEC Filing, Trust Account, Redemption Rights, Corporate Governance, Risk Factors, OTC Market, Nasdaq Delisting, Penny Stock, CFIUS, Inflation Reduction Act, Excise Tax