FutureTech II Acquisition Corp. Signs Material Definitive Agreement

TL;DR

FTII signed a big deal, details TBD.

AI Summary

FutureTech II Acquisition Corp. announced on August 6, 2025, that it entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in New Rochelle, NY, filed a Form 8-K to report this event. The filing does not disclose specific details of the agreement or any involved parties.

Why It Matters

This filing indicates a significant development for FutureTech II Acquisition Corp., suggesting a potential merger, acquisition, or other material business transaction that could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty and potential risk for investors.

Key Players & Entities

• FutureTech II Acquisition Corp. (company) — Registrant
• August 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New Rochelle, NY (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — sing"), PubCo's common stock, par value $0.0001 per share (the "PubCo Common Stock"), i
• $100,000,000 m — PubCo Common Stock ") equal to (i) (A) $100,000,000 minus (B) the value of each outstanding v
• $10.00 — h the Merger Agreement, divided by (ii) $10.00. 2 Effect of the Merger On the te
• $11.50 — aser Class A Common Stock at a price of $11.50 per whole share of Purchaser Class A Co

Filing Documents

• form8-k.htm (8-K) — 100KB
• ex2-1.htm (EX-2.1) — 842KB
• 0001641172-25-023249.txt ( ) — 1314KB
• ftii-20250806.xsd (EX-101.SCH) — 3KB
• ftii-20250806_def.xml (EX-101.DEF) — 26KB
• ftii-20250806_lab.xml (EX-101.LAB) — 36KB
• ftii-20250806_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) FutureTech II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41289 87-2551539 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 128 Gail Drive New Rochelle , NY 10805 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 316-4805 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act Soliciting material pursuant to Rule 14a-12 under the Exchange Act Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock FTII Rights FTIIW Units FTIIU Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Agreement Amended and Restated Merger Agreement As previously disclosed, on September 16, 2024, FutureTech II Acquisition Corp., a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the "Original 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. On August 6, 2025, the Company , entered into an Amended and Restated Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, Longevity Biomedical Holdings Corp., a Delaware corporation (" PubCo "), LBH Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (" Merger Sub "), Longevity and Andrew Leo, solely in the capacity as seller representative. Capitalized terms herein, unless otherwise defined, shall have the meanings ascribed to them in the Merger Agreement. 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, the Company will merge with and into PubCo (the "Reorganization Merger") with PubCo as the surviving company of the Reorganization Merger, and (iii) immediately following the consummation of the Reorganization Merger, Longevity will merge with and into Merger Sub (the "Acquisition Merger") with Longevity as the surviving company of the Acquisition Merger. Following the Acquisition Merger, Longevity will be a wholly-owned subsidiary of PubCo. At the closing of the Transactions (the "Closing"), PubCo's common stock, par value $0.0001 per share (the "PubCo Common Stock"), is expected to list on the Nasdaq Stock Market LLC ("Nasdaq") 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 and Longevity. The Business Combination is expected to close in the fourth quarter of 2025 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 " Closing Conditions ". Consideration to be paid at the Closing by PubCo to the holders of Longevity common stock, par value $0.0001 per share (" Longevity Common Stock "), will consist of a number of shares of common stock

View Full Filing

View this 8-K filing on SEC EDGAR