FutureTech II Acquisition Corp. Files 8-K

Ticker: FTII · Form: 8-K · Filed: Sep 20, 2024 · CIK: 1889450

Sentiment: neutral

Topics: material-agreement, filing

TL;DR

FTII filed an 8-K on 9/16/24, signaling a material event.

AI Summary

FutureTech II Acquisition Corp. (FTII) entered into a Material Definitive Agreement on September 16, 2024. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant event for FutureTech II Acquisition Corp., potentially related to a merger, acquisition, or other material business development.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate actions, which can introduce volatility and uncertainty for investors.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement entered into by FutureTech II Acquisition Corp. on September 16, 2024?

The filing does not specify the exact nature of the Material Definitive Agreement, only that one was entered into on September 16, 2024.

What is the SEC File Number for FutureTech II Acquisition Corp.?

The SEC File Number for FutureTech II Acquisition Corp. is 001-41289.

When does FutureTech II Acquisition Corp.'s fiscal year end?

FutureTech II Acquisition Corp.'s fiscal year ends on December 31.

In which state is FutureTech II Acquisition Corp. incorporated?

FutureTech II Acquisition Corp. is incorporated in Delaware.

What are the other items included in this 8-K filing?

This 8-K filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Filing Stats: 4,569 words · 18 min read · ~15 pages · Grade level 20 · Accepted 2024-09-20 17:25:08

Key Financial Figures

Filing Documents

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement Merger Agreement On September 16, 2024, FutureTech II Acquisition Corp., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, Longevity Biomedical, Inc., a Delaware corporation (" Longevity "), LBI Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (" Merger Sub "), and Bradford A. Zakes, solely in the capacity as seller representative. The Merger Agreement provides that the parties thereto will enter into a business combination transaction (the " Business Combination " and together with the other transactions contemplated by the Merger Agreement, the " Transactions "), pursuant to which, among other things, (i) Longevity will consummate Target Acquisitions (as defined below) upon the terms and subject to conditions set forth therein and pursuant to the Target Acquisition Agreements (as defined therein), and (ii) immediately following the consummation of the Target Acquisitions, Longevity will merge with and into Merger Sub (the " Merger ") with Longevity as the surviving company of the Merger. Following the Merger, Longevity will be a wholly-owned subsidiary of the Company. At the closing of the Transactions (the " Closing "), the Company is expected to change its name to "Longevity Biomedical, Inc." and the Company's common stock is expected to list on the NASDAQ Capital Market under the ticker symbol " LBIO ." The date on which the Closing actually occurs is hereinafter referred to as the " Closing Date ". The Merger Agreement and the Transactions were unanimously approved by the boards of directors of each of the Company, Longevity and the Merger Sub. The Business Combination is expected to close in the fourth quarter of 2024 after the required approval by the stockholders of the Company and Longevity and the satisfaction or waiver of certain conditions as further described below under

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. The Exhibit Index is incorporated by reference herein. ******* No Offer or Solicitation This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Forward Looking Statements Certain safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, expectations related to the terms, satisfaction of conditions precedent and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expect

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