M&A - FutureTech II Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003707

Filing Summary: On April 7, 2025, FutureTech II Acquisition Corp. entered into a material definitive agreement by signing Zero Interest Convertible Notes with a total principal amount of $1,025,000. These Convertible Notes allow Investors to convert their loans into shares of the Company after its initial business combination. The notes are interest-free until the maturity date of September 30, 2025, after which, if not repaid or converted, a 5% annual interest applies. The conversion price starts at $4 per share for the first 30 days but can adjust based on the lowest recent closing price of the Company's common stock. In addition, the Investors waived rights to pursue claims against the Company’s Trust Account in the event of default. The related documents are attached to the filing as Exhibit 10.1.

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Form Type: 10-K

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000164117225003384

Filing Summary: FutureTech II Acquisition Corp. is preparing for a merger with Longevity Biomedical, Inc., a Delaware corporation focused on biopharmaceutical advancements. The merger agreement was entered into on September 16, 2024, and is part of a larger business combination transaction with various target acquisitions. The deadline for the initial business combination is set for August 18, 2025, following stockholder approval for this timeframe extension. The planned merger, which will result in Longevity becoming a wholly-owned subsidiary of FutureTech, is contingent on specific conditions. Post-merger, FutureTech will rebrand as Longevity Biomedical, Inc. and its common stock will trade under the new symbol "LBIO" on the Nasdaq. Additionally, as of April 8, 2025, a total of 4,289,961 shares of Class A Common Stock are outstanding, and the company emphasizes the testing risks associated with the consolidation and the performance expectations for the future.

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Form Type: S-4

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225006997

Filing Summary: FutureTech II Acquisition Corp. is filing a registration statement for a proposed merger with Longevity Biomedical, Inc. as part of a transaction involving a series of business combinations. This merger aims to facilitate a strategic acquisition, signifying a major transformation for FutureTech as it plans to change its name to Longevity Biomedical, Inc. upon completion. The document outlines the agreement and plan dated September 16, 2024, describing the merger and addressing how existing stockholders can vote on the proposal at an upcoming special meeting. The anticipated merger will require stockholder approval of several proposals, including the Business Combination Proposal, Charter Approval Proposal, Governance Proposals, Director Election Proposal, and Incentive Plan Proposal. If the merger is approved, stockholders may also have the option to redeem shares for cash under specified conditions, with limits on redemptions when exceeding 15%. Following the merger and concurrent transactions, FutureTech’s common stock aims to list on Nasdaq under the ticker symbol 'LBIO.' The registration statement also discusses compliance as an emerging growth company eligible for reduced reporting requirements.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000149315225005828

Filing Summary: On February 6, 2025, FutureTech II Acquisition Corp. and Longevity Biomedical Inc. executed a Satisfaction and Discharge of Indebtedness Agreement with D. Boral Capital LLC, the underwriter of FutureTech's IPO. This Agreement alters the payment structure of a deferred underwriting commission of $3,450,000 that is owed upon the completion of their business combination. D. Boral will now receive $500,000 cash at closing, a $1,475,000 promissory note from FutureTech, and 147,500 shares of common stock valued at $1,475,000 based on an agreed price of $10.00 per share. The Agreement is contingent upon the successful consummation of the business combination between FutureTech and Longevity. Additionally, information regarding unregistered sales of equity securities is included, as well as forward-looking statements concerning the transaction and its expected benefits.

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Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: New

Accession Number: 000149315225004420

Filing Summary: On January 31, 2025, FutureTech II Acquisition Corp. reported the entry into a Subscription Agreement with investor Yuantian Zhang, wherein Zhang agreed to purchase 1,000,000 shares of the Company's Class A Common Stock at $5.00 per share as part of a financing effort related to an upcoming business combination. This business combination involves a merger with Longevity Biomedical, Inc. and is based on a Merger Agreement dated September 16, 2024. The report outlines the conditions surrounding the Subscription Agreement, including an escrow agreement that requires the issuance of an additional 2,000,000 shares to be held in escrow for two years, conditional upon the stock price performance on the release date. The document includes exhibits detailing the Subscription Agreement and the Escrow Agreement, emphasizing that these descriptions are summaries and not exhaustive of the agreements' terms.

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Form Type: 10-Q

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225004006

Filing Summary: FutureTech II Acquisition Corp. filed a quarterly report on Form 10-Q for the period ending September 30, 2024. The company is in the process of a proposed business combination with Longevity Biomedical, Inc. The report highlights financial statements including condensed balance sheets, income statements, and cash flow statements, reflecting a decrease in total assets from $63.2 million to $28.5 million due to redemptions and operational expenses. As reported, the net loss for the quarter stood at $123,127. The document also details risks associated with completing the business combination and potential conflicts of interest. The company is recognized as a smaller reporting company and emerging growth company under SEC regulations. Additionally, as of November 15, 2024, there were 2,954,510 shares of Class A common stock and 2,875,000 shares of Class B common stock issued and outstanding. The filing emphasizes the continuation of its operations and further details about liabilities and performance despite not yet initiating significant operations leading to revenues.

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