FTII SEC filings, in plain English
Everything FutureTech II Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Form 12b-25 Notification of Late Filing requesting temporary relief to delay submitting FutureTech II Acquisition Corp.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026. FutureTech II disclosed it cannot file the Q2 2026 10-Q by the statutory deadline because management needs additional time to prepare, review, and finalize financial statements while actively restating the December 31, 2024 annual report and the March 31 and June 30, 2025 quarterly reports. The company confirmed it has already missed filing its 10-Qs for the periods ended September 30, 2025 and March 31, 2026, along with its 2025 annual report. Based on preliminary information, CEO Ray Chen stated the registrant expects a net loss for both the three-month and six-month periods ended June 30, 2026, primarily driven by a “material decrease in investment income,” which will exceed the losses reported in the corresponding 2025 periods. The filing lists Ray Chen at (917) 459-8498 as the sole contact. Why it matters: The cascade of late filings and concurrent restatements points to significant accounting or internal control deficiencies that may hinder sponsor execution, trigger heightened regulatory oversight, and compress the operational runway ahead of the May 18, 2027 redemption expiration. The documented drop in investment income directly erodes the trust account’s accretion rate, altering redemption economics and reducing cash available for transaction funding or warrant support. While no formal extension, tender offer, or target announcement appears in this submission, the repeated compliance delays and deteriorating earnings trajectory strongly suggest upcoming sponsor actions—such as a trust amendment vote, acquisition acceleration push, or liquidity bridge—as management attempts to clear the reporting backlog and satisfy exchange or shareholder expectations before the deadline.
What changed: A routine Form 8-K compliance filing documenting the stockholder approval and Delaware Secretary of State filing of a Fifth Amendment to the Certificate of Incorporation. The permissible business combination window extended by nine months, shifting the Termination Date from August 18, 2026 to May 18, 2027. At a special meeting convened on August 13, 2026 (record date July 7, 2026), 3,904,200 of the 4,061,674 entitled common shares voted in favor, delivering 96.1% approval against a 65% threshold. The tally recorded zero votes against, zero abstentions, and zero broker non-votes. Amended Section 9.1(b) continues to restrict trust fund disbursement until the earliest of: (i) business combination completion, (ii) a mandatory redemption of 100% of Offering Shares if the May 18, 2027 deadline expires without a deal, or (iii) a shareholder vote modifying charter provisions. The text notes that an extension may occur if a business combination closes in exchange for a non-interest bearing, unsecured promissory note payable upon consummation. Chief Executive Officer Ray Chen executed the report. Why it matters: The extension postpones the liquidation calendar by nine months, giving the sponsor and management additional time to secure regulatory clearances, finalize transaction agreements, or trigger the full cash redemption right. Substantive disclosures frame the prospective target environment around 'Longevity' and '03 Life Sciences' (Standard Industrial Classification 2836). Forward-looking assertions regarding product development, intellectual property protection, customer order volume, pricing pressure, commercialization execution, and working capital sufficiency are explicitly attributed to the Company and Longevity management. Holders must realign their liquidity windows and redemption exercise timelines to the revised May 18, 2027 milestone, while monitoring whether the promissory note mechanism or a successful merger accelerates trust asset distribution.
What changed: Definitive proxy statement (DEF 14A) convening a special shareholder meeting to vote on a nine-month charter extension and an adjournment proposal. This definitive proxy statement proposes amending the certificate of incorporation to extend the business combination deadline from August 18, 2026, to May 18, 2027. Per the Board’s recommendation, public stockholders may elect to redeem shares for approximately $12.84 before taxes or $12.63 after taxes (based on June 30, 2026 trust balances of $7.082 million before taxes and $6.967 million after taxes) by tendering certificates or using DWAC instructions by 5:00 p.m. Eastern Time on August 11, 2026. Management states the Board believes there is insufficient time to close the merger with Longevity Biomedical Inc. under the August 6, 2025 amended agreement before the current termination date, though management believes closing could occur before December 31, 2026. Approval requires at least 65% of the 4,061,674 outstanding shares as of the July 7, 2026 record date. The Sponsor controls 86.4% of votes, intends to vote for the amendment, will deposit up to $25,000 monthly (at $0.033 per unredeemed public share) for extensions, holds $3.45 million in extension loans, and the company issued zero-interest convertible notes of $100,000, $220,000, $200,000 and $200,000 between February and May 2026. The filing confirms the company’s position that redemptions are excluded from the 1% federal excise tax following Treasury regulations issued November 24, 2025. Why it matters: This filing materially resets the redemption calendar and settlement path, replacing the imminent August 18, 2026 liquidation trigger with a nine-month window while enabling an upfront cash-out option. The disclosed trust value establishes a redemption floor of $12.63 per share against a July 7, 2026 market price of $12.02, creating an immediate liquidity decision for holders. The Board’s recommendation and Sponsor financing commitments signal management’s preference for continuation, but the document warns that Nasdaq delisting jeopardizes the Longevity Biomedical merger’s condition precedent, restricts secondary trading via penny stock rules, and elevates CFIUS review risks tied to historic Chinese sponsor ties. Executive conflict of interest is disclosed as founder shares and warrants will expire worthless upon dissolution, while the filing cautions that unverified Sponsor indemnification capacity and potential vendor claims could theoretically reduce liquidating distributions below $10.20 per share if DGCL Section 280 compliance procedures are not followed.
What changed vs 2025-07-31deadline 2026-08-18 → 2027-05-18sponsor loan $3.8M → $3.6Mcombination deadline, sponsor loans outstanding, trust account2 moved · 1 with no prior record of ours
- Combination deadline
- 2026-08-182027-05-18
- Sponsor loans outstanding
- $3.8M$3.6M
- Trust account
- $2.9M · unchanged
SpacBrain reads this as 273 days later than the previous record.
The clause …“Shares (as defined below) if the Corporation does not complete its initial Business Combination by May 18, 2027, unless the closing of the Corporation’s Business Combination shall have occurred, for such extension in exchange”…
SpacBrain reads this as $233,312 of sponsor debt has come off.
The clause …“to August 18, 2026. As of June 30, 2026, there was an aggregate amount of $3,579,891 outstanding under the 2023 Working Capital Loan, the 2025 Working Capital Loan and the 2025 Convertible Loan from the Sponsor. Director”…
The clause …“our directors, officers and initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of 2,875,000 Founder Shares that were issued to the Sponsor prior to our IPO. As a consequence, a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: PRE 14A preliminary proxy statement and notice of special meeting of stockholders. FutureTech II Acquisition Corp. is soliciting shareholder votes to amend its Charter to extend the business combination termination date from August 18, 2026 to May 18, 2027. A virtual special meeting is scheduled for August 13, 2026. Public stockholders may elect to redeem their shares for a pro rata portion of the Trust Account, with an irrevocable tender deadline of 5:00 p.m. Eastern Time on August 11, 2026. As of June 30, 2026, the Company states the Trust Account holds approximately $7.0 million, projecting an estimated redemption price of approximately $12.84 per share before estimated taxes. Approval requires the affirmative vote of at least sixty-five percent (65%) of outstanding common stock. To implement the Extension, the Sponsor must deposit monthly payments equal to the lesser of $25,000 or $0.033 multiplied by the number of non-redeemed public shares. Following Nasdaq delisting, securities are quoted on OTC Markets, triggering warnings that 'penny stock' disclosure rules may restrict broker activity and reduce trading volume. Why it matters: The Company estimates exercising redemption rights would yield approximately $12.84 per share, versus the July 7, 2026 last sale price of $12.02, resulting in a theoretical $0.20 premium per share. However, management cautions that insufficient OTC Markets liquidity may prevent shareholders from selling in the open market before the August 11 tender cutoff. If the extension is rejected, the Board warns there is significant risk of forced liquidation by August 18, 2026, which it notes could reduce final per-share distributions to less than $10.20 due to potential third-party creditor claims under Delaware General Corporation Law and would cause all warrants to expire worthless. Founders and affiliates control approximately 86.4% of voting power and intend to vote in favor of the proposal to protect an estimated aggregate market value of approximately $40.8 million in founder shares and private units, aligning sponsor incentives with deal completion despite potential shareholder opposition. Regarding deal specifics, the Company references an Amended and Restated Agreement and Plan of Merger dated August 6, 2025 with Longevity Biomedical Inc., and discloses recent financing via Zero Interest Convertible Notes with principals of $100,000, $220,000, $200,000 and $200,000 from named investors Li Tian, Jingjie Zhang, Ping Zhang and Ying Shan.
What changed: A Form 8-K Current Report filed under Item 4.02, wherein the Board of Directors formally concludes that previously issued unaudited interim and audited annual financial statements for the periods ended September 30, 2024; December 31, 2024; March 31, 2025; and June 30, 2025 contain errors and misstatements requiring full restatement, while simultaneously declaring disclosure controls and procedures ineffective due to a material weakness in internal control over financial reporting. Per the Board’s conclusion reported by management, prior periodic reports filed on January 28, 2025; April 9, 2025; May 15, 2025; and August 22, 2025 are declared unreliable. Regarding SPAC mechanics, restatements will adjust earnings per share and explicitly adjust 'common stock subject to redemption as of each period... due to the required tax adjustments.' The Q-1 and Q-2 restatements will also capture 'adjustments for amounts due to the trust from the sponsor.' Management determined internal controls were not effective as of December 31, 2025 and December 31, 2024, citing untimely/inaccurate reconciliations and insufficient review/approval of journal entries. Remediation includes engaging a new external advisor for insourcing accounting/finance functions and implementing additional modules in QuickBooks Online. Forward-looking statements attribute expectations to the company regarding 'future performance and anticipated financial impacts of the proposed business combination,' satisfaction of 'closing conditions,' and the 'timing of the completion' thereof. Why it matters: This filing materially recalibrates the accounting baseline for shareholder redemption calculations, as the explicit linkage between tax adjustments and 'common stock subject to redemption' indicates prior reported redemption values require correction before any voting or redemption window closes. The noted sponsor obligation to fund the trust confirms ongoing capital or fee movements that directly influence the liquidity pool available at a business combination close. Governance scrutiny increases given the material weakness, though mitigation steps are actively underway per management’s stated roadmap. Broader substantive details confirm the entity operates under SIC 2836 (Biological Products), historically known as 03 Life Sciences, with CBIZ CPAs P.C. engaged as independent auditor and CEO Ray Chen executing the report on July 8, 2026. No extension, termination, or revised financing terms are disclosed, leaving the charter redemption deadline governed by the original schedule.
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 vs 2025-05-20trust $9.0M → $9.1M +1%deadline 2025-08-18 → 2026-08-18trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $9.0M$9.1M
- Combination deadline
- 2025-08-182026-08-18
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $3.5M · unchanged
- Redeemable shares
- 780K · unchanged
SpacBrain reads this as $113,310 was added to the trust between the two filings.
The clause “4 Total Current Assets 1,446,288 1,672,752 Interest Bearing Bank Demand Deposit held in Trust Account 9,133,890 26,447,350 Total Assets $ 10,580,178 $ 28,120,102 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“business combination for twelve one-month extensions from August 18, 2025 to August 18, 2026, provided that the Company deposits the lesser of $25,000 and $0.033 for each outstanding share of common stock sold in the Company’s initial”…
The clause …“and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that”…
The clause “Continued) As of June 30, 2025 and December 31, 2024, there was $ 3,537,744 and $ 3,537,744 outstanding under the Extension Loans, respectively. As of June 30, 2025, there was approximately $ 3,537,744 outstanding under the Extension”…
The clause “6) - - Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized 779,886 shares subject to possible redemption issued and outstanding shares at redemption value of $ 12.54 and $ 11.64 per share as of June 30, 2025 and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Form 8-K Current Report detailing a Fourth Amendment to the Amended and Restated Certificate of Incorporation, voting results from a special stockholder meeting, and confirmation of a trust account deposit required for a monthly extension of the business combination deadline. The Company reported that on August 14, 2025, stockholders approved a charter amendment by 3,925,158 votes FOR versus 199,296 AGAINST, representing 91.5% of the 4,124,454 shares present out of 4,289,961 entitled. This vote triggered redemptions of 228,287 shares. Pursuant to the filed amendment, the Company extended its Business Combination Period by up to twelve monthly installments through August 18, 2026. The Sponsor committed to depositing the lesser of $25,000 and $0.033 multiplied by the number of public shares not redeemed for each one-month extension into the Trust Account, in exchange for non-interest bearing unsecured promissory notes. On August 15, 2025, the Company deposited $18,202.77 to fund the first extension covering the period through September 18, 2025. Why it matters: 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.
What changed: Form 12b-25 Notification of Late Filing seeking regulatory relief to submit the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 beyond its statutory deadline. Filing mechanics have shifted: the June 30, 2025 10-Q will be submitted within five calendar days following the original due date rather than on time. The SPAC’s business combination deadline remains May 18, 2027, with no amendments to the redemption schedule, trust account valuation methodology, or target acquisition status disclosed. Why it matters: 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.
What changed: 8-K filing reporting entry into an Amended and Restated Merger Agreement for the business combination between FutureTech II Acquisition Corp. and Longevity Biomedical, Inc., with a revised structure involving a new PubCo (Longevity Biomedical Holdings Corp.), an acquisition merger sub, and the acquisition of two target companies (Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC) as conditions precedent to the closing. The original merger agreement dated September 16, 2024 was amended and restated on August 6, 2025. The structure now includes a reincorporation merger where the SPAC merges into a newly formed PubCo, followed by an acquisition merger where Longevity merges into a Merger Sub. The target acquisitions of Cerevast and Aegeria must close first. The merger consideration is fixed at $100,000,000 (less the value of converted stock options) divided by $10.00 per share. The trust account had a balance of at least $26,807,850.42 as of the agreement date. The outside date for closing is nine months from August 6, 2025 (May 6, 2026), with a potential extension of up to three months if the SPAC obtains an extension of its own deadline. Closing is expected in Q4 2025. The sponsor (FutureTech Partners II LLC) has agreed not to redeem any shares and to vote in favor. Longevity‘s sole stockholder has provided a support agreement. A fairness opinion from Newbridge Securities Corporation is required. The combined company is expected to list on Nasdaq under ”LBIO.“ Why it matters: 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.
What changed: Definitive Proxy Statement (DEF 14A) soliciting stockholder votes on a charter amendment to extend the SPAC's business combination deadline and an adjournment proposal. FTII seeks stockholder approval to extend the deadline to complete a business combination (with Longevity Biomedical) from August 18, 2025 to up to August 18, 2026, via monthly extensions. The trust account held approximately $9.95 million as of July 11, 2025, yielding an estimated redemption price of ~$12.53 per share after taxes. The redemption deadline is August 12, 2025. The sponsor will fund extension payments (lesser of $25,000 or $0.033 per non-redeemed public share per month). Insiders with ~78.4% of shares intend to vote for the amendment. Why it matters: 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.
What changed vs 2024-10-31deadline 2025-08-18 → 2026-08-18sponsor loan $3.5M → $3.8Mcombination deadline, sponsor loans outstanding, trust account2 moved · 1 with no prior record of ours
- Combination deadline
- 2025-08-182026-08-18
- Sponsor loans outstanding
- $3.5M$3.8M
- Trust account
- $2.9M · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“the Company may extend such date by up to an additional nine months, to up to August 18, 2026, provided that FutureTech II Partners LLC (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of: (i)”…
SpacBrain reads this as the sponsor has advanced $313,203 more.
The clause …“Extension Loans from the Sponsor. As of the date of this filing, there was $3,813,203 outstanding under the Extension Loans from the Sponsor. Each Extension Loan was made in the form of non-interest-bearing promissory notes. If the”…
The clause …“our directors, officers and initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of 2,875,000 Founder Shares that were issued to the Sponsor prior to our IPO. As a consequence, a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) soliciting stockholder approval to amend FutureTech II's charter to extend the deadline to consummate a business combination from August 18, 2025 to up to August 18, 2026, with associated redemption rights. The filing sets a special meeting for August 14, 2025 to vote on a charter amendment that would extend the combination period by up to 12 months (to August 18, 2026) via monthly extensions, each conditioned on the Sponsor depositing the lesser of (i) a blank amount or (ii) an amount equal to a blank multiplied by the number of non-redeemed public shares, in exchange for a non-interest-bearing promissory note. Public stockholders may redeem shares at the trust's pro rata value regardless of vote. The trust held approximately $___ million as of July 11, 2025 (amounts redacted), with an estimated redemption price of $___ per share (redacted). The closing price of common stock on July 11, 2025 was $11.78. Insiders holding 78.4% of shares intend to vote for the proposal. Failure to approve the extension may lead to liquidation. Why it matters: 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.
What changed: A Nasdaq Stock Market LLC formal delisting determination and suspension order stating the Exchange will remove FutureTech II Acquisition Corp. securities from listing. Nasdaq Staff determined the Company no longer qualified for listing pursuant to Listing Rule 5450(a)(2). The Company was notified on February 27, 2025. After appealing on March 4, 2024, the Listing Qualifications Hearings Panel held a hearing on April 30, 2024, reached a decision on May 13, 2024, and issued a Decision letter on June 14, 2024, ordering suspension. Securities were suspended on February 26, 2025, and the delist determination became final on February 26, 2025. The Exchange will remove the securities effective at the opening of the July 21, 2025 trading session. The filing does not alter trust account balances, public share pricing, or the business combination deadline. Why it matters: 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.
What changed: 10-Q - Quarterly Report. Trust account decreased from $26.4M to $9.0M after third-extension redemptions of $17.4M; public shares outstanding fell from 3.9M to 779,886; net loss of $289,673 in Q1 2025; working capital deficit widened to $5.3M; securities were delisted from Nasdaq on February 26, 2025 and now trade OTC; sponsor continued monthly extension loans, extending the combination deadline to August 18, 2025, with a further extension to June 18, 2025 after quarter-end; a $1.025M zero-interest convertible note was issued in April 2025; the PIPE subscription agreement with Yuantian Zhang (1M shares at $5.00) remains contingent on the Longevity deal, and the underwriter deferred commission was restructured into cash, note, and shares. Why it matters: 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.
What changed vs 2025-01-28trust $26.9M → $9.0M -67%sponsor loan $3.4M → $3.5Mshares 2.32M → 780K -66%trust account, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $26.9M$9.0M
- Sponsor loans outstanding
- $3.4M$3.5M
- Redeemable shares
- 2.32M780K
- Combination deadline
- 2025-08-18 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $17,911,956 left the trust between the two filings.
The clause “4 Total Current Assets 2,045,669 1,672,752 Interest Bearing Bank Demand Deposit held in Trust Account 9,020,580 26,447,350 Total Assets $ 11,066,249 $ 28,120,102 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable”…
SpacBrain reads this as the sponsor has advanced $137,744 more.
The clause …“As of March 31, 2025 and December 31, 2024, there was $ 3,537,744 and $ 3,537,744 outstanding under the Extension Loans, respectively. As of March 31, 2025, there was approximately $ 3,537,744 outstanding under the Extension”…
SpacBrain reads this as 1,539,549 shares are no longer redeemable.
The clause “6) - - Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 779,886 shares subject to possible redemption issued and outstanding shares at redemption value of $ 12.38 and $ 11.64 per share as of March 31, 2025 and”…
The clause …“monthly basis for up to nine times by an additional one month each time until August 18, 2025 or a total of up to nine months, or such earlier date as determined by the Board, unless the closing of our initial business combination shall”…
The clause …“and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 12b-25, Notification of Late Filing, submitted to seek regulatory relief for delaying the quarterly report on Form 10-Q for the fiscal period ended March 31, 2025. Pursuant to Rule 12b-25, FutureTech II Acquisition Corp. notified the Commission that it could not finalize the required review and signatures for its Q1 2025 10-Q by the statutory deadline, and expects to submit the report within the five-calendar-day grace period. The trust per share remains $12.63, the business combination deadline remains May 18, 2027, and no extension vote or redemption schedule adjustment was filed. CEO and CFO Ray Chen listed his direct line as (914) 316-4805, certified that all periodic reports from the preceding twelve months were filed on time, and signed the notification on May 15, 2025. Why it matters: Ray Chen explicitly stated that the company had 'no substantive operations in either period,' confirming that the SPAC remains in a capital-holding or post-announcement phase with no active commercial revenue to report. The delayed 10-Q publication temporarily withholds reviewed quarterly financials from the market but does not alter the $12.63 trust structure or accelerate the May 18, 2027 termination clock. Investors monitoring sponsor conduct and redemption mechanics should treat this as an administrative filing rather than a deal-risk indicator, while watching the subsequent 10-Q release for any formal extension proposals or trust distribution notices before the sunset deadline expires.
What changed: Schedule 13G/A — beneficial ownership report. Walleye Capital LLC submitted this amendment to update its beneficial ownership disclosure for FTII. The filing metadata cites a trust/share metric of $12.63 and a business combination deadline of 2027-05-18, but the provided text contains no revised share aggregates, altered redemption thresholds, extension voting procedures, or sponsor conduct modifications attributable to the holder. This filing registers a routine compliance update rather than a transactional or structural shift. Why it matters: Investors tracking the 2027-05-18 expiration should recognize that neither deal acceleration, termination mechanics, nor trust distribution protocols were triggered by this submission. The referenced $12.63 per-share value stands as the documented trust benchmark, yet no claims about customer pipelines, contracted revenue, addressable market sizing, proprietary technology deployments, commercial partnerships, active litigation, or executive appointments appear anywhere in the excerpt. Because Walleye Capital LLC did not assert a change in investment purpose, voting intent, or acquisition strategy, the update—filed on 2025-05-15 under accession number 0001172661-25-001929—signals continued passive positioning, requiring no immediate timeline recalibration or capital deployment forecast.
What changed: Routine compliance exhibit: Amended Schedule 13G beneficial ownership report. Per the provided filing text, this document is a Schedule 13G/A identifying Hudson Bay Capital Management LP and Sander Gerber as holders. Bearing on the requested mechanics—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the excerpt contains no language, amendments, or provisions addressing any of those items. Attributed solely to the reporting persons, the text offers no disclosed percentage thresholds, acquisition dates, purchase prices, or transaction narratives. With respect to other substance, the provided text includes zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The only numerical references present are the regulatory identifier 0001393825-25-000024 and the external parameters supplied in your query ($12.63 trust/share, 2027-05-18 deadline). Why it matters: For investors tracking redemption calendars, trust distributions, extension votes, or sponsor governance, this filing conveys no actionable shift. Routine Schedule 13G/As typically update aggregate passive or index-related positions without triggering proxy votes, mandatory redemptions, or deal-timing impacts. Because no ownership threshold crossing (e.g., 20%, 5%, or 10%), block trade price, or voluntary withdrawal is disclosed in the excerpt, there is no indication of institutional buying pressure that could reduce public float or intensify redemption demand against the $12.63 baseline. Calendar-wise, the filing does not advance or delay the stated 2027-05-18 business combination target. Subsequent disclosures would need to show material position changes or voting pledges to alter liquidity or extension dynamics.
What changed: Schedule 13G/A (beneficial ownership report). The provided excerpt names only the reporting entity, Calamos Market Neutral Income Fund, a series of Calamos Investment Trust, and the filing designation. It omits the mandatory transaction table, meaning no share quantities, percentage changes, or acquisition dates are stated. Why it matters: Absent quantitative holdings data, the filing does not trigger or influence redemption windows, trust value calculations, extension votes, or target acquisition milestones. It functions as a routine regulatory placeholder indicating institutional monitoring rather than a catalyst for capital allocation or SPAC structural events.
What changed: A Form 8-K current report disclosing the execution of a material definitive agreement (Zero Interest Convertible Notes) and reporting a Nasdaq trading suspension followed by over-the-counter exchange approval. FutureTech II Acquisition Corp. stated that it entered into convertible note agreements dated April 4, 2025 and April 7, 2025, raising a principal amount of $1,025,000 from investors Wuhao Zhang, Yujie Zhou, Wanrong Wang, Shouxiang Lu, Ji Wang, and Gang Yuan. The notes mature September 30, 2025, carry zero interest unless extended past maturity (triggering a five percent (5%) per annum charge), and permit conversion into common stock at a $4.00 price for the first thirty (30) days after issuance, transitioning thereafter to the lowest closing price over the preceding twenty-five (25) trading days. Upon an event of default, the conversion price becomes the lower of the lowest traded price on the immediately preceding trading day or 95% of the lowest traded price or closing bid price during uncured default periods. The investors explicitly waived all rights and remedies against the Trust Account. The registrant also reported Nasdaq suspended trading on February 26, 2025, and received FINRA approval on February 25, 2025 to trade over-the-counter under symbols FTII, FTIIU, and FTIIW. Why it matters: 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.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed by FutureTech II Acquisition Corp. (FTII), a blank-check SPAC under a merger agreement with Longevity Biomedical Inc. Trust account value fell to $26.45 million (from $61.84 million) as redeemable public shares shrank from 5,556,350 to 779,886 after three extension votes. The deadline to close a business combination was extended to August 18, 2025, but Nasdaq delisted FTII on February 26, 2025 for failing to meet IM‑5101‑2's 36‑month deadline; securities now trade over‑the‑counter. The merger agreement with Longevity was signed September 16, 2024, an S‑4 registration/proxy statement was filed February 14, 2025, and a PIPE subscription ($5.00/share) with Yuantian Zhang was executed. The company recorded a net loss of $0.75 million in 2024 (compared to net income of $2.91 million in 2023) and ended the year with a working capital deficit of $5.03 million. Management identified a material weakness in internal controls and expressed substantial doubt about going concern. Why it matters: 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.
What changed vs 2024-04-05trust $119.0M → $26.4M -78%deadline 2024-04-18 → 2025-08-18sponsor loan $2.9M → $3.7Mshares 5.56M → 780K -86%trust account, combination deadline, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $119.0M$26.4M
- Combination deadline
- 2024-04-182025-08-18
- Sponsor loans outstanding
- $2.9M$3.7M
- Redeemable shares
- 5.56M780K
- Going-concern doubt
- stated · unchanged
- Mandate language
- We will focus on hardware technology companies that have lar…not matched in this filing
SpacBrain reads this as $92,529,235 left the trust between the two filings.
The clause “1 Total Current Assets 1,672,752 1,385,762 Interest Bearing Bank Demand Deposit held in Trust Account 26,447,350 61,839,164 Total Assets $ 28,120,102 $ 63,224,926 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable”…
SpacBrain reads this as 487 days later than the previous record.
The clause …“right to extend the deadline of Combination Period from November 18, 2024 to August 18, 2025, provided that the Sponsor (or its affiliates or permitted designees) will deposit into Trust Account an aggregate amount equal to $ 0.05”…
SpacBrain reads this as the sponsor has advanced $725,976 more.
The clause …“under the Extension Loans from the Sponsor. As of March 31, 2025, there was $3,650,976 outstanding under the Extension Loans from the Sponsor. 18 Merger Agreement with Longevity Biomedical Inc. On September 16, 2024, the Company,”…
SpacBrain reads this as 4,776,464 shares are no longer redeemable.
The clause “6) - - Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 779,886 and 5,556,350 shares subject to possible redemption issued and outstanding shares at redemption value of $ 11.64 and $ 11.02 per share as of December”…
The clause …“and subsequent dissolution of the Company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A amended beneficial ownership report filed with the U.S. Securities and Exchange Commission identifying Calamos Market Neutral Income Fund, a series of Calamos Investment Trust, as the reporting holder. The provided filing excerpt does not disclose the revised number of shares beneficially owned, the updated percentage of the class outstanding, or the allocation of sole versus shared voting and investment power that characterizes amendments to prior 13G disclosures. Why it matters: This report contains no information, directives, or data bearing on the SPAC’s redemption deadline, trust account value per share, merger extension requests, deal progression, or sponsor conduct. Institutional ownership adjustments reported herein do not modify statutory redemption procedures, trust distribution mechanics, or business combination voting thresholds. The filing merely reflects a periodic update to the fund’s equity position in FutureTech II Acquisition Corp.; no claims regarding customer relationships, revenue metrics, market size projections, technology roadmaps, partnership arrangements, executive personnel changes, or active litigation were contained in the submitted text.
What changed: SEC Form 12b-25, Notification of Late Filing for the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. FutureTech II Acquisition Corp. notified the Commission that its fiscal year 2024 Form 10-K will miss the prescribed due date. Chief Executive Officer and Chief Financial Officer Ray Chen stated the registrant determined it was unable to file by the deadline without unreasonable effort or expense because it needs additional time to finalize the financial statements and its independent registered public accounting firm requires extra time to complete its review and audit. The company affirmed it will file within the fifteen calendar days following the prescribed due date under Rule 12b-25, confirmed all other periodic reports under Sections 13 or 15(d) of the Securities Exchange Act were filed during the preceding twelve months, and noted no anticipated significant change in results of operations. Per the provided parameters, the SPAC redemption deadline remains May 18, 2027, and the trust value per share is $12.63. Why it matters: 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.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, disclosing the creation of a direct financial obligation via an unsecured, non-interest-bearing working capital promissory note executed on March 25, 2025, with Exhibit 10.1 containing the full legal terms of the note. According to Item 2.03 and Exhibit 10.1 of the filing, FutureTech II Acquisition Corp. established a sponsorship lending facility with FutureTech Partners II LLC capped at $1,500,000. The note mandates repayment on the earlier of August 18, 2025 or business combination closing, payable in cash or private placement units at $10.00 per unit. Section 3 of the note stipulates that if the business combination is not consummated by August 18, 2025, the sponsor forgives the principal except for any funds held outside the trust account. Section 14 of the note records the sponsor’s explicit waiver of all rights, title, interest, or claims against the IPO trust account maintained with Continental Stock Transfer & Trust Company. The cover page also reports that the company’s securities were suspended from The Nasdaq Stock Market LLC on February 26, 2025, following FINRA approval on February 25, 2025, for over-the-counter trading under the symbols FTII, FTIIU, and FUIIW. Why it matters: 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.
What changed: A Current Report on Form 8-K reporting Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 19, 2025, Nasdaq notified the Company that its securities are subject to delisting for failing to comply with Nasdaq Interpretive Material IM-5101-2, specifically for not completing an initial business combination within 36 months of its IPO registration statement becoming effective on February 14, 2022. The Company confirmed it will not appeal the delisting determination. Trading on Nasdaq will be suspended at the opening of business on February 26, 2025, and a Form 25-NSE will be filed. The Company expects its securities to commence trading on the over-the-counter market on or about February 26, 2025. The filing also references a Form S-4 filed February 14, 2025, wherein the Company stated an intention to make a listing application for the securities of the combined company to be traded on Nasdaq. Why it matters: 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.
What changed: Registration statement on Form S-4 containing a proxy statement/prospectus for a special meeting of stockholders to approve a business combination (merger) between FutureTech II Acquisition Corp. (SPAC) and Longevity Biomedical, Inc., including related transactions such as the acquisition of Aegeria Soft Tissue LLC and Cerevast Medical, Inc. This is the initial S-4 filing. It discloses the terms of the Merger Agreement (signed September 16, 2024), the merger consideration ($100 million, equating to approximately $10.00 per share for Longevity stockholders with adjustments), the trust account balance (~$26.5 million as of January 24, 2025, yielding a trust value of ~$11.88 per public share), the redemption mechanics (two business days prior to meeting), the extension history (three extensions to August 18, 2025), and the risk of Nasdaq delisting due to the 36-month rule (IM-5101-2). Also detailed are overpayments in redemptions for prior extensions, the new PIPE investment ($5 million at $5 per share), pro forma ownership tables, and financial projections for Longevity's pipeline products. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2023-03-31
SpacBrain reads this as the agreement may be terminated from 2023-03-31.
The clause …“of the parties, if the closing conditions are not satisfied or waived by March 31, 2023 (outside date) or if there is a material breach of contract. On January 25, 2023, the C&E Agreements were amended to, among other things,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K (Item 3.01) reporting that Nasdaq has issued a Determination Letter confirming FutureTech II Acquisition Corp regained compliance with listing rules and closed a prior deficiency matter. According to the filing signed by Chief Executive Officer Ray Chen, Nasdaq notified FutureTech II on February 12, 2025, that it had regained compliance with listing rules, thereby closing the matter. This resolves consecutive deficiency notifications previously communicated by Nasdaq on November 27, 2024, December 4, 2024, and January 15, 2025. As a result, the Company’s securities will continue to trade on Nasdaq without interruption. No new shareholder meetings, redemption windows, extension votes, or trust distribution mechanics are announced. Why it matters: 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.
What changed: Schedule 13G/A amendment — a routine compliance exhibit reporting beneficial ownership in FutureTech II Acquisition Corp. (FTII) by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust. The filing updates the previously submitted Form 13G for the named fund regarding its FTII shareholdings. The provided excerpt contains no amended share quantities, percentage thresholds, acquisition cost figures, or date-of-acquisition disclosures. Accordingly, there are no reported changes to institutional position sizing, nor are there any statements addressing redemptions, trust account distributions, extension votes, target negotiation status, or sponsor conduct. Why it matters: Investors monitoring the 2027-05-18 business combination deadline and the reported $12.63 per-share trust balance track 13G/A filings for early signals of institutional accumulation or distribution ahead of a merger vote or potential redemption wave. Because this excerpt omits the amendment’s operative ownership fields and contains no commentary on deal progress, customer concentration, revenue trajectories, technology validation, partnership agreements, litigation exposure, or leadership changes, it provides no measurable shift in capital dynamics or strategic direction. Without the complete exhibit containing the updated percentages and acquisition amounts, the filing cannot be treated as a mechanical catalyst and remains a standard periodic regulatory update.
What changed: A Form 8-K current report disclosing the entry into a material definitive agreement, specifically a "Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement," executed on February 6, 2025. This filing reports a negotiated restructuring of the $3,450,000 deferred underwriting commission owed to D. Boral Capital LLC. Rather than paying the full amount in cash at the business combination closing, the underwriter will accept $500,000 in cash, a $1,475,000 promissory note executed by FutureTech II Acquisition Corp. and Longevity Biomedical Inc., and 147,500 shares of common stock issued at an agreed price of $10.00 per share. These arrangements are explicitly conditional and have no effect unless the business combination is consummated. The SPAC’s redemption deadline of 2027-05-18 and trust value per share of $12.63 remain unchanged by this filing. Why it matters: 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.
What changed: FORM 4 — insider ownership report [0001493152-25-005277]. Director, CEO & CFO Chen Ray Lei self-reported the conversion and acquisition of 380,000 shares at $0 per share on 2025-02-04, bringing reported holdings to 380,000 shares. The filing contains no updates to redemption calendar mechanics, trust account valuations, extension procedures, business combination progress, or sponsor conduct rules. It also discloses no operational metrics, customer details, revenue figures, market size estimates, strategic initiatives, technology disclosures, partnership announcements, litigation matters, or personnel appointments. Why it matters: This is a routine promotional share conversion consistent with SPAC capital structures and does not modify the $12.63 per share trust balance or the 2027-05-18 deadline. Redemption mechanics and voting timelines remain unchanged, though the confirmed 380,000-share insider position establishes a reference point for management alignment prior to any future combination milestone.
What changed: This document is a Form 4, an insider ownership report filed pursuant to Section 16 of the Securities Exchange Act of 1934. On February 4, 2025, reporting person Radu Zachary C., identified in the filing as a 10% owner, converted securities and acquired 2,445,000 shares at a price of $0. Following the transaction, the filing states he owns 2,965,075 shares. This activity does not alter the tracked redemption deadline (2027-05-18), does not modify the $12.63 trust value per share, and introduces no extension provisions, merger timelines, or business combination targets. Why it matters: 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 document is a routine SEC Form 4 insider ownership report. On 2025-02-04, former director Aroop Zutshi executed a securities conversion to acquire 10,000 shares at $0 per share, resulting in a post-transaction holding of 10,000 shares. The filing discloses no alterations to redemption deadlines, trust valuations, extension procedures, merger progress, or sponsor behavior. It contains zero assertions regarding customers, revenue streams, addressable markets, commercial strategies, proprietary technology, alliance formations, pending disputes, or staffing changes; all reported data stems solely from the filer’s regulatory disclosure. Why it matters: Because the submission records only a zero-dollar internal equity adjustment linked to a former directorship, it exerts no friction on the public trust reserve or standard redemption calculus. Tracking investors will encounter no voting notices, tender windows, or business combination timetables attached to this filing, leaving the existing merger deadline and sponsor oversight posture unchanged. Subsequent catalysts will only emerge via explicit proxy materials, amended acquisition contracts, or supplemental trust account communications.
What changed: Schedule 13G/A – beneficial ownership report. The amended filing identifies Walleye Capital LLC as the reporting holder. The excerpt does not quantify changes in shares acquired or disposed, nor does it disclose percentages, effective dates, or transaction pricing beyond the SEC accession number [0001172661-25-000535] and filing date 2025-02-06. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.