FutureTech II Acquisition Corp.

A late 10-K postpones independent auditor verification of the trust account balance and operational controls, extending shareholder information gaps during the critical pre-conversion window. The preliminary signal of diminished investment income indicates reduced yield generation on the trust and potential tightening of operating liquidity, which could complicate bridge financing or sponsor funding commitments ahead of the deal close. Because CEO Ray Chen solely certified the disclosure and cited only audit workflow as the cause, investors tracking redemption elections and deal execution should monitor whether the delayed financials trigger any financing covenants, warrant adjustments, or formal extension motions as the May 18, 2027 deadline approaches.

The corrective amendment ensures FutureTech bears zero principal liability on the $1,475,000 note if the merger lapses, tightening the contingent balance sheet exposure ahead of shareholder redemption windows. The contractual equity component (147,500 shares priced at $10.00) and the mandatory 8% gross proceeds diversion clause create a structural commitment that diverts liquidity from the surviving entity, a mechanical drag investors should weigh against the reported $12.63 trust value per share. The 36-month exclusive banking mandate and strict expense oversight lock in advisor economics and restrict the combined company's ability to competitively solicit alternative investment banks, a governance consideration relevant to sponsor alignment and future cost of capital. The stated extension deadline of May 18, 2027 and current trust metrics remain unaltered by this submission.

For investors tracking redemption mechanics, a going concern qualification indicates potential liquidity constraints or execution delays that could pressure the Sponsor to seek an extension, inject bridge capital, or restructure the business combination before the May 18, 2027 deadline. Material weaknesses in internal controls raise the probability of delayed financial filings or restatements, which historically correlate with increased redemption rates and extended hold periods for trust assets. The clean transition (zero disagreements, confirming letter attached as Exhibit 16.1) mitigates immediate dispute risk, but the Board must engage a successor auditor and demonstrate remediation to satisfy exchange listing maintenance and lender covenant requirements. Until resolution, shareholders face elevated uncertainty regarding whether trust proceeds at $12.63 will be preserved for redemption or redirected to fund operational shortfalls or merger consideration. Chief Executive Officer Ray Chen executed the filing on January 16, 2026, signaling Board oversight of the accounting transition.

Attributed to the Company based on its preliminary information, management projects a material decrease in investment income that will produce a net loss for the three months ended September 30, 2025 exceeding the September 30, 2024 loss, and will flip the nine-month 2025 cumulative result from a prior-year net income into a net loss. Because SPAC investment income compounds directly into trust account balances, this projected erosion warns that fewer dollars will ultimately be available for shareholder redemption or post-business-combination operations. The late filing simultaneously postpones public, verified reconciliation of those balance sheet movements until the delayed quarterly report is published.

The termination eliminates $1,025,000 in conditional, off-balance-sheet convertible debt that was contractually tethered to a future business combination. Because the Company confirmed zero capital was drawn down under the instruments, the cancellation generates no immediate cash repayment liability, leaves existing trust accounts and shareholder redemption calculations untouched, and avoids dilution mechanics that would only activate upon a merger closing. The lapse of the September 30, 2025 maturity date without drawdowns signals the sponsor did not utilize this financing avenue before terminating it. Deal progress remains governed by the original conversion trigger, which the filing notes executes only 'at or any time after the closing of the initial business combination,' meaning the May 18, 2027 deadline and sponsor timeline continue forward while shedding a layer of unadvanced debt.

The continued trust erosion and repeated redemptions signal low confidence among public holders. The cheap convertible note financing ($4 conversion price) indicates desperation for cash. The amended merger agreement resets terms but adds complexity; the company has little time (extended only to Aug 2026) and must consummate a deal or liquidate. Sponsor support via working capital loans and extension notes has been critical but also adds to liabilities. The $12.54 per share redemption value is slightly above the $10 IPO price but trust is only $9.1M, meaning any further redemptions could risk ability to close or force liquidation.

The extension mechanic alters sponsor conduct by monetizing the time-to-close timeline; each monthly delay requires a fresh capital infusion from FutureTech II Partners LLC, thereby increasing the cost of procrastination while shielding the trust balance for non-redeeming shareholders. Deal progress remains contingent on the contemplated business combination with Longevity, as referenced throughout the proxy preparation materials. Claims about operational risks—attributed to the Company and Longevity’s management in the filing’s forward-looking statements—disclose exposures to regulatory compliance, cybersecurity, working capital sufficiency, intellectual property protection, and competitive pricing pressures for Longevity's technology. The registrant operates under SIC 2836 (Biological Products, No Diagnostic Substances) related to 03 Life Sciences. Chief Executive Officer Ray Chen executed the Delaware filing on August 15, 2025. The redemption of 228,287 shares will slightly diminish the public float ahead of the definitive proxy solicitation.

The amendment to the merger structure and the sponsor’s consent to waive Aegeria’s non-solicitation restriction signal potential deal restructuring or competitive bidding risk before the planned shareholder vote. According to the forward-looking statements section drafted by company and Longevity management, risks include obtaining regulatory approvals, securing sufficient working capital, and the unspecified volume of shareholder redemption requests that could impact trust liquidity. The document does not disclose updates to the redemption calendar or trust account balance, directing investors to read the forthcoming Registration Statement and preliminary proxy statement for voting mechanics and financial projections. As noted in the cover page data, the registrant’s principal business classification remains Biological Products [SIC 2836] and incorporation jurisdiction is Delaware.

Management stated that additional time is required to prepare, review, and finalize financial statements. Based on preliminary information, management reported a material decrease in investment income, leading to projected net losses for both the three and six months ended June 30, 2025—a deterioration relative to the corresponding periods in 2024, which reported a loss for the quarter and net income for the half-year. This delayed disclosure temporarily obscures public visibility into trust erosion and sponsor execution velocity, warranting close attention from investors monitoring pre-deadline compliance and capital preservation, though the filing imposes no new contractual terms or redemption triggers.

This filing provides a definitive, restated deal framework with a clear path to closing and updated deadlines. Investors can track a trust balance of at least ~$26.8 million (though per‑share trust value is $12.63, above the $10.00 conversion price), which may influence redemption decisions. The sponsor’s commitment not to redeem provides stability. The outside date of May 2026 (extendable to ~August 2026) gives ample time for approvals. The requirement to acquire two target companies (Cerevast and Aegeria) adds execution risk but also defines the scope of the business combination. The filing confirms deal progress and provides detailed terms for modeling the transaction.

Sets the redemption price and timeline for public stockholders who may choose to redeem rather than wait for the extended deadline. Also highlights the trust value and the risk that the SPAC is trading OTC, which could complicate the merger's Nasdaq listing condition. The extension is necessary to avoid liquidation; without it, the SPAC would dissolve and redeem at the trust value.

This filing defines the redemption deadline (tender by August 12, 2025), the per-share trust value (estimated but redacted, though the SPAC's status indicates $12.63/trust share), and the extension structure. It confirms the ongoing merger with Longevity Biomedical and that the SPAC's securities are quoted on OTCID after Nasdaq delisting, creating risks for the merger's Nasdaq listing condition. The document also discloses sponsor extension loans totaling $3,813,203 as of the filing date. For investors tracking redemption timing and deal progress, this is the key document for the August 2025 vote and extension mechanics.

Delisting eliminates the primary exchange for trading, which restricts secondary liquidity options for holders evaluating redemptions and may complicate execution pathways for redemptions or parallel capital raises during a pending business combination. According to Nasdaq Staff and the Listing Qualifications Hearings Panel, the action stems from failing to satisfy Listing Rule 5450(a)(2). The document contains no disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor conduct beyond the exchange compliance sequence.

The trust account now holds only $9.0M, well below the $10.20 per-share minimum indemnity threshold, and the SPAC has only until August 18, 2025 to complete its business combination with Longevity Biomedical. Nasdaq delisting has reduced liquidity and could complicate the deal. The sponsor's continued funding and the new convertible notes indicate ongoing cash needs, but the working capital deficit and going-concern warning highlight high risk of liquidation if the merger fails.

Chief Executive Officer Ray Chen signed the agreements on April 10, 2025, creating a hard September 30, 2025 maturity date that forces a repayment or conversion decision roughly five months before the existing May 18, 2027 combination deadline, introducing immediate liquidity pressure. The Trust Account waiver legally isolates public shareholder deposits from these lenders, directing their recovery exclusively to operational assets post-combination or general corporate funds. The $4.00 conversion floor represents substantial dilution relative to the referenced $12.63 trust value per share and the $11.50 warrant exercise price, while the subsequent floating mechanic penalizes sponsors or shareholders with deeper conversion discounts if OTC trading remains depressed beyond day thirty. The entity continues to operate as an emerging growth company that elected not to use the extended transition period, maintains a biological products SIC classification, and carries $0.0001 par value common stock. No changes were reported to the statutory redemption window, trust account maintenance terms, or sponsor governance protocols.

Trust per public share stands at $11.64, but $17.74 million of November 2024 redemptions remain unpaid and overpayment claw‑backs are ongoing. The OTC quotation may impair liquidity and the combined company's ability to list on Nasdaq. The August 18, 2025 deadline is tight; failure to close would trigger liquidation. Sponsor continues to pay extension loans (now $3.65 million) and has waived anti‑dilution rights. The Longevity deal's success hinges on stockholder approval, Nasdaq listing, and closing conditions.

A delayed 10-K notification triggers automatic compliance scrutiny and can stall proxy preparation, shareholder voting schedules, and merger closing conditions that require fresh audited financials, which is operationally critical for a DEAL_ANNOUNCED SPAC. The notice itself contains no commercial claims, customer or revenue metrics, market size data, strategic pivots, technology disclosures, partnership announcements, litigation details, or personnel changes beyond the authorized signatory attribution. Physical and contact data cite 128 Gail Drive, New Rochelle, New York 10805, Commission File Number 001-41289, and Ray Chen at (914) 316-4805. Investors tracking extension windows or business combination progress should monitor whether the fifteen-day grace period lapses into a formal extension request or exchange delisting warning, as unextended late filings often correlate with deferred deals or liquidation pathways.

This filing updates the SPAC mechanics by establishing August 18, 2025 as the functional hard deadline for liquidation or conversion, since the sponsor’s contractual forgiveness clause and documented trust account waiver prevent any further drain of shareholder trust balances beyond that date. The fixed $10.00 conversion price locks the maximum dilution floor for any debt-to-equity rollover and ensures new warrants issued upon conversion enter the post-closing cap table at $10.00 per unit rather than floating. The unsecured, interest-free bridge terms confirm operating cash dependency on continued sponsor advances pre-close. Nasdaq’s suspension and the subsequent FINRA-authorized OTC migration signal exchange maintenance or liquidity friction, conditions that typically increase proxy solicitation expenses and accelerate early-tender behavior among public shareholders. The recitals in Exhibit 10.1 confirm the transaction partner remains Longevity Biomedical Inc., and the instrument was signed by Chief Executive Officer Ray Chen, reflecting sustained sponsor commitment despite near-term capital constraints.

This 8-K confirms the expiration of the exchange-mandated business combination window, which typically activates the mandatory liquidation of the trust account and shareholder redemption procedures under SPAC governing documents. Despite the Nasdaq delisting, management's citation of the prior S-4 filing indicates the sponsor continues to pursue the underlying acquisition and targets eventual Nasdaq re-listing post-merger. Chief Executive Officer Ray Chen signed this report. As explicitly stated by the Company's management in the filing's cautionary note, projections regarding OTC trading commencement and future Nasdaq applications reflect current beliefs and assumptions subject to unpredictable risks and uncertainties. Additional corporate data includes the registrant's principal executive office at 128 Gail Drive, New Rochelle, NY 10805, its primary SIC classification as 2836 (Biological Products), redeemable warrants exercisable at an exercise price of $11.50 per share, and a documented name change from "Future Tech II Acquisition Corp." to "FutureTech II Acquisition Corp." on October 20, 2021.

This filing provides critical information for stockholders evaluating the merger and redemption decisions. Key matters include: (1) the trust value per share ($11.88) vs. the merger exchange ratio; (2) the sponsor's voting and redemption waivers (controlling ~79% of shares); (3) the risk that Nasdaq may delist the stock due to the business combination deadline exceeding the 36-month limit; (4) the financial health and development-stage risks of the combined company (Longevity, Aegeria, Cerevast) with no current revenue and significant accumulated deficits; (5) the potential dilutive effects from warrants, extension loans, and the PIPE; (6) the extension loan overpayment clawback; and (7) the fairness opinion from Newbridge Securities.

Curing the listing deficiency prevents a delisting event that could trigger automated sell-offs, margin calls, or loss of index eligibility, preserving secondary market liquidity for the Units, Class A Common Stock, and Redeemable Warrants (each exercisable at $11.50 per share). The filing confirms trading continuity but provides zero updates on the May 18, 2027 deadline, target acquisition progress, sponsor conduct, or adjustments to the trust account. Redemption calendars and deal timelines remain unchanged from prior disclosures.

The restructuring shifts $1,975,000 of the $3,450,000 fee from immediate cash outflow to post-closing debt and equity issuance, altering deal economics and reducing near-term liquidity at closing while introducing a $1,475,000 direct financial obligation and diluting shareholders via 147,500 newly issued shares. The $10.00 per share valuation cited in the stock component reflects a private negotiation between the parties and diverges from the reported $12.63 trust per share price. Management attributes forward-looking expectations regarding the transaction’s anticipated initial enterprise value, post-closing equity value, benefits, and expected timing to future performance, accompanied by standard SEC disclaimers noting these are not guarantees. The filing contains no additional substantive claims regarding Longevity Biomedical Inc.’s customers, revenue, market size, technology, partnerships, or personnel; it functions solely as a routine compliance exhibit detailing underwriter fee settlement mechanics.

As a regulatory disclosure of beneficial ownership, the document signals Walleye Capital LLC’s position relative to public shareholders, which can influence voting behavior and redemption pressure ahead of the merger vote. The filing contains no assertions regarding trust mechanics, business combination deadlines, extension procedures, or sponsor conduct. It also discloses no substantive operational data regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or key personnel.

The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed solely to Radu Zachary C. as reported on the Form 4, the $0 conversion represents a standard promoter or founder equity reclassification. While it increases insider concentration to 2,965,075 shares without impacting public shareholder redemption rights or the stated $12.63 trust account balance, it confirms active internal capitalization management ahead of the May 18, 2027 deadline. In the absence of sponsorship conduct disclosures or deSPAC progress indicators, the filing functions as a routine compliance record rather than a mechanical catalyst, yet it definitively clarifies that insider position adjustments have occurred without changing redemption thresholds, trust valuations, or extension eligibility.

What changed: This is an SEC Form 12b-25, Notification of Late Filing, submitted by FutureTech II Acquisition Corp. to formally advise the Commission that its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, will miss its statutory filing deadline. According to the filing, Chief Executive Officer Ray Chen (who executed the notice on May 15, 2026, and serves as the designated contact) states the Company requires additional time to prepare, review, and finalize the financial statements for the March 31, 2026 quarter. No amendments to the redemption procedures, trust account mechanics, merger deadline, or deal status are disclosed; the registrant confirms all other periodic reports from the preceding 12 months were filed on time. On substantive operations, management projects a material decrease in investment income for the three months ended March 31, 2026, and explicitly expects to report a net loss for that period that will be greater than the loss for the three months ended March 31, 2025, based on preliminary information. Why it matters: Investors monitoring the SPAC’s path to deSPAC should note that delayed compliance filings postpone independent verification of how rapidly trust capital is being consumed by corporate overhead versus remaining in yielding investments. The projected net loss exceeding the March 31, 2025 baseline, directly attributed to lower investment income, suggests diminishing yields on the trust balance, which compresses the financial cushion available to fund transaction costs or satisfy shareholder redemptions before the May 2027 deadline. Because no extension vote, deal update, or trust amendment accompanies this late-filing notice, the administrative lag highlights potential internal control or auditor coordination friction. When the actual 10-Q files, it will dictate whether current cash reserves support imminent target selection or if sponsor concessions and timeline adjustments become necessary to avoid liquidity triggers.

What changed: Form 12b-25 Notification of Late Filing seeking regulatory relief to delay submission of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Mechanics: The registrant notified the SEC that the Form 10-K will be filed on or before the fifteenth calendar day following the originally prescribed due date, because the external audit requires additional time to complete, prepare, review, and finalize the financial statements. The filing does not modify the announced business combination deadline of May 18, 2027, nor does it recalculate the recorded $12.63 trust per share. Substance: Chief Executive Officer Ray Chen stated that, based on preliminary information, the company anticipates reporting a net loss for the year ended December 31, 2025 that is greater than the net loss for the year ended December 31, 2024, attributing the widened deficit primarily to a material decrease in investment income. The company also confirmed that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 over the preceding twelve months were filed timely. Why it matters: A late 10-K postpones independent auditor verification of the trust account balance and operational controls, extending shareholder information gaps during the critical pre-conversion window. The preliminary signal of diminished investment income indicates reduced yield generation on the trust and potential tightening of operating liquidity, which could complicate bridge financing or sponsor funding commitments ahead of the deal close. Because CEO Ray Chen solely certified the disclosure and cited only audit workflow as the cause, investors tracking redemption elections and deal execution should monitor whether the delayed financials trigger any financing covenants, warrant adjustments, or formal extension motions as the May 18, 2027 deadline approaches.

What changed: A Current Report on Form 8-K disclosing a corrected promissory note and a financial advisory engagement letter governing fees and deferred compensation for the proposed de-SPAC business combination with Longevity Biomedical. On March 4, 2026, the company executed a corrected promissory note ($1,475,000 principal) that inserts a contingency expressly conditioning the repayment obligation on the consummation of the Business Combination, curing a drafting defect in the original February 2025 note. In a companion engagement letter filed the same day, the company retained D. Boral Capital as the sole and exclusive financial advisor for the transaction. As detailed in the previously filed February 4, 2025 Satisfaction and Discharge of Indebtedness, D. Boral agreed to accept $500,000 in cash, the $1,475,000 promissory note, and 147,500 shares of common stock—calculated using an agreed $10.00 per share price—in lieu of the full $3,450,000 deferred underwriting commission from the February 15, 2022 IPO. The engagement letter grants D. Boral a 36-month post-closing right of first refusal for all future public/private offerings and M&A activity, requires receipts and prior approval for out-of-pocket expenses exceeding $2,000, and mandates that 8% of gross proceeds from any post-combination equity financing be wired to D. Boral to amortize the note. Signatures from CEO Ray Chen and Longevity President & CEO Andrew Leo confirm execution. Why it matters: The corrective amendment ensures FutureTech bears zero principal liability on the $1,475,000 note if the merger lapses, tightening the contingent balance sheet exposure ahead of shareholder redemption windows. The contractual equity component (147,500 shares priced at $10.00) and the mandatory 8% gross proceeds diversion clause create a structural commitment that diverts liquidity from the surviving entity, a mechanical drag investors should weigh against the reported $12.63 trust value per share. The 36-month exclusive banking mandate and strict expense oversight lock in advisor economics and restrict the combined company's ability to competitively solicit alternative investment banks, a governance consideration relevant to sponsor alignment and future cost of capital. The stated extension deadline of May 18, 2027 and current trust metrics remain unaltered by this submission.

What changed: A routine compliance exhibit: SEC Form 8-K current report notifying the Commission of a change in the registrant’s independent registered public accounting firm. Mechanics: The filing does not amend the redemption deadline of May 18, 2027, alter the reported trust value of $12.63 per share, propose a trust extension, advance target acquisition milestones, or disclose sponsor conduct deviations. Substance: According to the filing, on February 17, 2026, the Chief Executive Officer and the Chairman of the Audit Committee approved the engagement of CBIZ CPAs P.C. as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025. The Company represents that CBIZ will audit the financial statements for the fiscal year ended December 31, 2025 and review interim financial statements for the three months ended September 30, 2025. The registrant states that during fiscal years 2024 and 2025 and the interim period through February 17, 2026, neither the Company nor anyone on its behalf consulted CBIZ regarding the application of accounting principles to any specified transaction (completed or proposed) or the type of audit opinion that might be rendered, and no written report, oral advice, disagreement, or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v) occurred. The embedded XBRL cover metadata identifies the operating organization name as '03 Life Sciences', assigns Standard Industrial Classification code 2836 (Biological Products, No Diagnostic Substances), records the prior conformed name change date as 2021-10-20, lists the principal executive office at 128 Gail Drive, New Rochelle, NY 10805, and bears the signature of Chief Executive Officer Ray Chen dated February 19, 2026. Why it matters: For investors monitoring SPAC execution, this submission confirms the administrative replacement of the external auditor without triggering redemption timing changes, trust account adjustments, extension votes, or merger announcement updates. The explicit certification that no pre-filing consultations occurred regarding accounting principles or audit opinions for any specified transaction, paired with the documented absence of Reg S-K Item 304 disagreements, indicates a clean, procedural transition rather than a response to accounting disputes or deal-complexity delays. The appointment establishes the reviewing body for the December 31, 2025 annual audit, which directly governs the preparation schedule for proxy materials and definitive merger documentation. The designation of '03 Life Sciences' and SIC 2836 reaffirms the corporate operational focus but introduces no customer metrics, revenue trajectories, market sizing claims, technology roadmaps, partnership frameworks, or executive personnel shifts beyond the designated signatory.

What changed: A Current Report on Form 8-K (Item 4.01) disclosing the resignation of the registrant’s independent registered public accounting firm and reporting audit findings, including a going concern qualification and material weakness communications. The filing reports that Adeptus Partners LLC notified the Audit Committee on January 12, 2026 that it was resigning as independent auditor effective that same date, having served since October 7, 2021. Adeptus’ audit opinion on financial statements as of December 31, 2024 contained an explanatory paragraph expressing substantial doubt about FutureTech II Acquisition Corp.’s ability to continue as a going concern. The filing further states that during fiscal years ended December 31, 2023 and December 31, 2024, and the interim period through August 22, 2025, Adeptus communicated material weaknesses in disclosure controls and procedures and over financial reporting to the Company. There were no auditor disagreements. The filing does not alter the stated May 18, 2027 redemption deadline or the $12.63 per share trust value, but the audit findings directly impact sponsor operating assumptions, merger diligence timelines, and shareholder redemption risk calculations. Why it matters: For investors tracking redemption mechanics, a going concern qualification indicates potential liquidity constraints or execution delays that could pressure the Sponsor to seek an extension, inject bridge capital, or restructure the business combination before the May 18, 2027 deadline. Material weaknesses in internal controls raise the probability of delayed financial filings or restatements, which historically correlate with increased redemption rates and extended hold periods for trust assets. The clean transition (zero disagreements, confirming letter attached as Exhibit 16.1) mitigates immediate dispute risk, but the Board must engage a successor auditor and demonstrate remediation to satisfy exchange listing maintenance and lender covenant requirements. Until resolution, shareholders face elevated uncertainty regarding whether trust proceeds at $12.63 will be preserved for redemption or redirected to fund operational shortfalls or merger consideration. Chief Executive Officer Ray Chen executed the filing on January 16, 2026, signaling Board oversight of the accounting transition.

What changed: SEC Form 12b-25, a Notification of Late Filing concerning the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025. FutureTech II Acquisition Corp. notified the Commission that the Form 10-Q will miss its statutory filing window because management requires additional time to prepare, review, and finalize the accompanying financial statements. The filing does not modify the announced business combination deadline of 2027-05-18, the trust value per share of $12.63, or any active redemption procedures. Liaison and execution authority rests with Chief Executive Officer Ray Chen. Why it matters: Attributed to the Company based on its preliminary information, management projects a material decrease in investment income that will produce a net loss for the three months ended September 30, 2025 exceeding the September 30, 2024 loss, and will flip the nine-month 2025 cumulative result from a prior-year net income into a net loss. Because SPAC investment income compounds directly into trust account balances, this projected erosion warns that fewer dollars will ultimately be available for shareholder redemption or post-business-combination operations. The late filing simultaneously postpones public, verified reconciliation of those balance sheet movements until the delayed quarterly report is published.

What changed: A Form 8-K Current Report filed by FutureTech II Acquisition Corp. disclosing the termination of material definitive agreements under Item 1.02. According to the filing signed by Chief Executive Officer Ray Chen on November 10, 2025, the Company executed termination agreements on November 8, 2025, with investors Wuhao Zhang, Yujie Zhou, Wanrong Wang, Shouxiang Lu, Ji Wang, and Gang Yuan. These agreements terminated six Zero Interest Convertible Notes originally dated April 4 and April 7, 2025. The filing attributes to the registrant an aggregate principal reporting of $1,025,000 across the notes, with a scheduled maturity date of September 30, 2025. The terms specified the notes were interest-free unless unconverted or unrepaid past maturity, triggering a five percent (5%) annual interest rate thereafter. The document explicitly states that 'No monies were paid to the Company by the Investors pursuant to the Convertible Notes.' Why it matters: The termination eliminates $1,025,000 in conditional, off-balance-sheet convertible debt that was contractually tethered to a future business combination. Because the Company confirmed zero capital was drawn down under the instruments, the cancellation generates no immediate cash repayment liability, leaves existing trust accounts and shareholder redemption calculations untouched, and avoids dilution mechanics that would only activate upon a merger closing. The lapse of the September 30, 2025 maturity date without drawdowns signals the sponsor did not utilize this financing avenue before terminating it. Deal progress remains governed by the original conversion trigger, which the filing notes executes only 'at or any time after the closing of the initial business combination,' meaning the May 18, 2027 deadline and sponsor timeline continue forward while shedding a layer of unadvanced debt.

What changed: Form 10-Q (Quarterly Report) for the quarterly period ended June 30, 2025, filed by FutureTech II Acquisition Corp., a blank-check company seeking to merge with Longevity Biomedical, Inc. Trust account fell from $26.4M to $9.1M due to redemptions; redemption value per share $12.54 at quarter end. The company issued $1.025M in zero-interest convertible notes to working capital investors in April 2025. After quarter end: on August 12, 2025, an amended merger agreement was signed restructuring the deal structure (introducing PubCo and target acquisitions of Cerevast Medical and Aegeria Soft Tissue); on August 14, 2025, stockholders approved a fourth extension to August 18, 2026, with 228,287 shares redeemed and $18,203 deposited for the first monthly extension. The company remains delisted from Nasdaq (trading OTC since Feb 26, 2025) and has a working capital deficit of $5.5M with substantial doubt about going concern. Why it matters: The continued trust erosion and repeated redemptions signal low confidence among public holders. The cheap convertible note financing ($4 conversion price) indicates desperation for cash. The amended merger agreement resets terms but adds complexity; the company has little time (extended only to Aug 2026) and must consummate a deal or liquidate. Sponsor support via working capital loans and extension notes has been critical but also adds to liabilities. The $12.54 per share redemption value is slightly above the $10 IPO price but trust is only $9.1M, meaning any further redemptions could risk ability to close or force liquidation.

What changed: Form 8-K Current Report reporting Item 1.01 Entry into a Material Agreement and Item 9.01 Financial Statements and Exhibits. According to Item 1.01 of the filing, FutureTech II Acquisition Corp. and Longevity Biomedical, Inc. entered into an Amended and Restated Agreement and Plan of Merger on August 12, 2025. As detailed in the agreement, Longevity will acquire Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC prior to the SPAC’s merger with the surviving PubCo, followed by Longevity merging into Merger Sub. Concurrently, Exhibit 10.1 states that sponsor FutureTech II Partners, LLC, authorized by Chief Executive Officer Ray Chen, consented to Exhibit 10.2, a No Solicitation Waiver negotiated between Longevity CEO Andrew Leo and Aegeria CEO Jennifer Elisseeff. This waiver lifts a restriction originally placed in a 2022 Contribution and Exchange Agreement, permitting Aegeria to solicit, negotiate, or facilitate alternative acquisition proposals. The filing further notes the surviving entity expects to trade on Nasdaq as 'LBIO' with $0.0001 par value common stock. Why it matters: The amendment to the merger structure and the sponsor’s consent to waive Aegeria’s non-solicitation restriction signal potential deal restructuring or competitive bidding risk before the planned shareholder vote. According to the forward-looking statements section drafted by company and Longevity management, risks include obtaining regulatory approvals, securing sufficient working capital, and the unspecified volume of shareholder redemption requests that could impact trust liquidity. The document does not disclose updates to the redemption calendar or trust account balance, directing investors to read the forthcoming Registration Statement and preliminary proxy statement for voting mechanics and financial projections. As noted in the cover page data, the registrant’s principal business classification remains Biological Products [SIC 2836] and incorporation jurisdiction is Delaware.