FTII merger with Longevity Biomedical, Inc. (via Pubco Longevity Biomedical Holdings Corp.)
Longevity Biomedical, Inc. (via Pubco Longevity Biomedical Holdings Corp.) (United States)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Expected close, as filed: Q4 2025 (lapsed — no newer date has been filed).
Announced 16 September 2024.
The symbol the combined company is expected to trade under.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $5M · unsourced
- Min-cash condition
- $128M
common @ $5.00: a subscription agreement to issue 1,000,000 shares of FutureTech Common Stock at the closing of the Business Combination for $5.00 per share and gross proceeds of $5.0 million (the "PIPE Investment").more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
3.22 Lock-Up Agreements. All existing lock-up agreements between the Purchaser and any of its stockholders or holders of any Purchaser Securities entered into in connection with the initial public offering of the Purchaser, including without limitation, the Insider Letter, are listed on Schedule 3.22 of the Purchaser Disclosure Schedules and provide for a lock-up period that is in full force and effectmore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Longevity Biomedical, Inc.
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Longevity Biomedical, Inc. (Delaware, incorporated October 2021, HQ Bothell, WA) is - per its own S-4 - a recently-formed acquisition vehicle with NO operations, NO revenue and NO employees other than CEO Andrew Leo, operating out of Cerevast Medical's offices, funded by convertible promissory notes, with an accumulated deficit of $18.0M at 30-Jun-2025 and going-concern doubt; the operating businesses (Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC, both development-stage; accumulated deficits $22.9M and $0.8M) are acquired via Contribution & Exchange agreements ONLY at the closing of the SPAC merger. The combined pipeline: LBI-201, a non-invasive transcranial-ultrasound device paired with thrombolytics for ischemic stroke (prior studies showed ~2x complete recanalization vs drugs alone; Phase 3 planned); LBI-101, an injectable off-the-shelf acellular adipose (allogenic) biomaterial for soft-tissue reconstruction that completed Phase 2 enrollment (lumpectomy/mastectomy reconstruction, wrinkle filling); and LBI-001, microspheres + ultrasound for retinal vein occlusion with Phase 1 safety data. Leadership per site: COO Andrew Leo (30+ yrs, ex-Cerevast, Sonus Pharmaceuticals; now also Longevity CEO per the S-4), CTO Francesco Curra, Ph.D. (ultrasound/HIFU); chair & chief scientific advisor Jennifer Elisseeff, Ph.D. (Johns Hopkins Translational Tissue Engineering); advisors include Mark Humayun (USC) and Andrei Alexandrov (UTHSC). Original Sept-2024 agreement (CEO then Bradford A. Zakes) was amended and restated 06-Aug-2025 at a $100M share consideration. THE FINANCIAL REALITY: zero product revenue anywhere in the structure ('To date, we have generated no revenue from our products'), combined pro-forma accumulated deficit ~$41.7M, and the SPAC trust was only ~$26.8M at the 2024 announcement, with FTII facing an August 18, 2026 completion deadline.
Founded 2021.
The filings show no meaningful actual revenue for the most recent reported period.
Longevity Biomedical, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Longevity Biomedical, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
Longevity Biomedical, Inc. has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $100M.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Announced equity value (net debt unknown).
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $1.94 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.85× to 10.42×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- FOCL, HUMA, NDRA, XSLL, BFLY, LTRN have no revenue to divide by, so they are shown but left out of the peer median.
The 11 listed companies it is measured against, and why
- IART1.94× revenue
Integra LifeSciences is the scaled listed player in regenerative tissue technologies and biomaterial implants - the commercial benchmark for LBI-101's soft-tissue reconstruction market.
- FOCLno revenue multiple
Operational comp: Advanced Medical Equipment & Technology (NEC); micro-cap ($123m); shares hifu, ultrasound, invasive, medical, via, devices with the target's own description; forward EV/Sales 2.4x.
- MDXG1.42× revenue
MiMedx sells placental-tissue regenerative biologics for wound/soft-tissue repair - closest mid-cap comp for an allogenic tissue biomaterial business.
- HUMAno revenue multiple
Operational comp: Biotechnology & Medical Research (NEC); micro-cap ($185m); shares acellular, tissue, scientific, medicine, stage, also with the target's own description; forward EV/Sales 27.7x.
- ORGO0.85× revenue
Organogenesis is a pure-play regenerative medicine company (skin substitutes, soft-tissue repair) with the margin structure Longevity's biomaterial would target.
- NDRAno revenue multiple
Operational comp: Biotechnology & Medical Research (NEC); micro-cap ($5m); shares ultrasound, tissue, then, invasive, are, with with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- PEN8.26× revenue
Penumbra dominates listed ischemic-stroke intervention devices - the category incumbent against which Cerevast's LBI-201 ultrasound approach would compete for stroke-care budgets.
- XSLLno revenue multiple
Operational comp: Corporate Financial Services (NEC); shares spac, revenue, share, generated, formed, merger with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ESTA10.42× revenue
Establishment Labs (breast implants/Motiva) monetizes the same breast-reconstruction and aesthetics end-market LBI-101 targets with its post-lumpectomy soft-tissue filler.
- BFLYno revenue multiple
Operational comp: Advanced Medical Equipment & Technology (NEC); small-cap ($964m); shares ultrasound, devices, health, product, development, with with the target's own description; forward EV/Sales 18.7x.
- LTRNno revenue multiple
Operational comp: Biotechnology & Medical Research (NEC); micro-cap ($34m); shares phase, tissue, soft, planned, span, pipeline with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.