Overview of FutureTech II Acquisition Corp.

FutureTech II Acquisition Corp. is a blank check company incorporated in Delaware in 2021. The company was formed to merge with, acquire, or engage in a similar business combination with one or more businesses. As an emerging growth company, FutureTech II faces the risks associated with this stage, and plans to use cash from its initial public offering (IPO) and private warrant sales, as well as debt and equity financing, to complete its initial business combination.

Extension of Combination Period and Extension Loans

FutureTech II’s stockholders approved several extensions to the company’s deadline to complete a business combination. In August 2023, they extended the deadline from August 2023 to February 2024, with the sponsor providing extension loans of up to $125,000 per month. This led to a redemption of 5.9 million public shares for $64.2 million.

In February 2024, the stockholders further extended the deadline to November 2024, with the sponsor providing $50,000 per month in extension loans. This resulted in the redemption of an additional 3.2 million shares for $36 million. The company is in the process of clawing back overpayments made to redeeming stockholders.

In November 2024, the stockholders approved a third extension to August 2025, with the sponsor providing $37,744 per month. The redemption of 1.5 million shares for $17 million is still being finalized.

Merger Agreement with Longevity Biomedical Inc.

In September 2024, FutureTech II entered into a merger agreement with Longevity Biomedical Inc. Under the agreement, Longevity will merge into a subsidiary of FutureTech II, with the combined company expected to be named Longevity Biomedical, Inc. and listed on the Nasdaq Capital Market.

The consummation of this business combination is subject to certain conditions outlined in the merger agreement. In connection with the merger, the sole Longevity stockholder and FutureTech II’s sponsor have entered into voting and support agreements.

Class B Common Stock Conversion

Immediately following the third extension in November 2024, the holders of FutureTech II’s Class B common stock unanimously elected to convert all 2.875 million shares to Class A common stock on a one-to-one basis. This was done to help the company regain compliance with Nasdaq listing standards.

Compliance with Nasdaq Listing Standards

FutureTech II faced several challenges in maintaining its Nasdaq listing. In April 2024, the company received notice that it did not meet the minimum market value or total assets/total revenue requirements. After appealing and applying to transfer to the Nasdaq Capital Market, the company was granted continued listing in December 2024 provided it regained compliance with periodic filing requirements by January 2025.

However, in February 2025 the company received notice that it did not meet the requirement to complete a business combination within 36 months of its IPO registration, and its securities would be delisted. FutureTech II did not appeal this determination, and its securities were suspended from trading on Nasdaq, moving to over-the-counter trading.

Recent Developments

In February 2025, FutureTech II filed an S-4 registration statement related to the proposed merger with Longevity. The company also entered into a $5 million PIPE subscription agreement and a satisfaction and discharge agreement with its IPO underwriter to modify the deferred underwriting commission.

FutureTech II continues to work on clawing back overpayments made to redeeming stockholders during the extension periods. It has also received $412,257 in working capital loans from its sponsor to finance transaction costs and ongoing operations.

Results of Operations

FutureTech II has not generated any operating revenue to date, only non-operating income in the form of interest on its trust account funds. For 2024, the company reported a net loss of $746,953, with higher expenses related to due diligence for a potential business combination offsetting increased investment income. In 2023, the company reported net income of $2.9 million, as higher interest income more than offset increased expenses.

Liquidity and Capital Resources

As of December 31, 2024, FutureTech II had $56,768 in cash and no cash equivalents. The company used $1.9 million in cash for operating activities in 2024, while generating $36.9 million from investing activities (primarily from withdrawals from its trust account) and $34.9 million from financing activities (including redemption payments).

The company’s ability to continue as a going concern is uncertain, as it must complete a business combination by August 2025 or face mandatory liquidation. FutureTech II has substantial doubt about its ability to do so based on current circumstances.

Critical Accounting Policies

FutureTech II’s critical accounting policies include the treatment of its Class A common stock as potentially redeemable, the use of estimates in preparing its financial statements, and its approach to calculating net income (loss) per share. The company has also adopted recent accounting standards related to segment reporting.

In summary, FutureTech II Acquisition Corp. is a blank check company that has faced numerous challenges in its efforts to complete a business combination within the required timeframe. While it has secured extensions from shareholders and entered into a merger agreement with Longevity Biomedical, the company’s ability to maintain its Nasdaq listing and ultimately close the proposed transaction remains uncertain. FutureTech II’s financial performance has been driven by non-operating income and expenses, rather than any operating activities, and its long-term viability as a going concern is in question.