FutureTech II Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Longevity Biomedical, Inc.
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: LBIO
FutureTech II Acquisition Corp. proposes to combine with Longevity Biomedical, Inc.
Longevity Biomedical is a biopharmaceutical company focused on advancing technologies across therapeutics, health monitoring and digital health solutions to restore tissue form and function in order to increase and improve health span. Longevity’s mission is to become a consolidator and a leading provider of products and services designed to help people live longer, healthier lives. Longevity is acquiring a differentiated therapeutic pipeline of late-stage clinical technologies across ophthalmology, cardiovascular disease and soft tissue reconstruction and repair. Building on this platform, Longevity intends to acquire and/or partner with other health technology companies to become a leading provider of products and services designed to increase and improve health span amongst the rapidly growing aging patient population. Longevity is led by a team of industry experts and scientific advisors with significant experience acquiring, developing and commercializing cutting-edge health technologies. Longevity is headquartered in Bothell, Washington.
SUBSEQUENT EVENT – 2/11/25 – LINK
- The SPAC entered into Satisfaction and Discharge of Indebtedness Agreement with D. Boral Capital LLC, agreeing to replace the full $3,450,000 deferred underwriting commission (payable in cash at closing) with:
- $500,000 in cash at the time of the Closing.
- A $1,475,000 promissory note from FutureTech, payable to D. Boral in cash by the maturity date upon Closing.
- 147,500 shares of stock, valued at $10 per share, totaling another $1,475,000, which shall be issued and delivered to D. Boral at the Closing.
SUBSEQUENT EVENT – 1/31/25 – LINK
- The SPAC entered into Subscription Agreements with Yuantian Zhang in which they agreed to purchase 1,000,000 shares of shares of Class A Common Stock , at a purchase price of $5.00 per share, resulting in an aggregate purchase price of $5,000,000.
- Additionally, 2,000,000 escrow shares have been set aside, which may be released to Zhang if the following conditions are met:
- Escrow shares are to be held for two years from the closing date (the “Escrow Release Date”);
- The escrow shares will be released if and only if, on the day immediately prior to the Escrow Release Date, the closing price of the Company’s common stock on the Nasdaq Stock Market is less than $7.50 per share;
- Upon release, the number of escrow shares distributed will be such that the total value of all shares issued to the Investor (both at closing and from the escrow release) equals $7,500,000. If the total value of the shares (as determined by the closing price on the Escrow Release Date) is less than $7,500,000, then the Investor will receive all of the escrow shares, but no more.
EXTENSION – 11/22/24 – LINK
- The SPAC approved the extension from November 18, 2024 to August 18, 2025.
- 1,564,549 shares were redeemed.
- $0.05/share per month will be deposited into the trust account.
TRANSACTION
- The Combined Company may seek a pre-transaction PIPE that is expected to close concurrently with the closing of the transaction.
- The existing stockholder of Longevity and the board of directors of each of FutureTech and Longevity unanimously approved the transaction, which is expected to close in Q4 2024.
SPAC FUNDING
- The Combined Company may seek a pre-transaction PIPE that is expected to close concurrently with the closing of the transaction.
- Please refer to the funding details associated with the subsequent event on 1/31/25.
LOCK-UP
- Company
- The Merger Agreement contemplates that, on or before the Closing, the Company and certain security holders, as applicable, shall enter into a Lock-Up Agreement in the form agreed between the Company and Longevity.
- Sponsor
- From 424B4:
- One year following the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days.
- From 424B4:
NOTABLE CONDITIONS TO CLOSING
- The merger details did not mention a minimum cash condition.
- The obligations of the Company and Merger Sub to consummate the Transactions are also conditioned upon, among others, the closing of the acquisitions by Longevity of each of Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC pursuant to each of the Cerevast Acquisition Agreement and the Aegeria Acquisition Agreement
NOTABLE CONDITIONS TO TERMINATION
- June 20, 2025 (“Outiside Date”)
ADVISORS
- Company
- Nelson Mullins Riley & Scarborough LLP is acting as legal advisor to Longevity.
- SPAC
- Moses & Singer LLP is acting as legal advisor to FutureTech.
EXTENSION – 2/14/24 – LINK
- The SPAC approved the extension from February 18, 2024 to November 18, 2024.
- 3,236,915 shares were redeemed for $11.13 per share.
- $50K per month will be deposited into the trust account.
EXTENSION – 8/17/23 – LINK
- The SPAC approved the extension from August 18, 2023 to February 18, 2024.
- 5,943,650 shares were redeemed for $10.74 per share.
- $125K per month will be deposited into the trust account.
EXTENSION – 2/21/23 – LINK
- The SPAC announced that on February 17, 2023 it caused to be deposited $1,150,000 into the Company’s Trust account for its public stockholders, representing $0.10/share, to extend by three months from February 18, 2023, to May 18, 2023.
- The Extension the first of two three-month extensions permitted under the Company’s governing documents.
MANAGEMENT & BOARD
Executive Officers
Yuquan Wang, 50
Chief Executive Officer and Director
Yuquan Wang has been the founding partner of Haiyin Capital since January of 2009. Additionally, Mr. Wang has served as a board member of Soft Robotics Inc. from February 2016 to January 2021. Mr. Wang served as a board member for Wicab, Inc. since July 2014 and as a board member of Cerevast Medical, Inc. since October 2014. Additionally, Mr. Wang served as a board member of Hanson Robotics since March 2015. Mr. Wang is the co-founder and has served as the chairman of Innovation Map since June 2016 and the Chairman of Innovation Map USA since August 2017. Mr. Wang has served as an advisor to the George H.W. Bush Foundation for U.S.-China Relation since January 2021.
Michael Greenall, 59
Chief Financial Officer and Director
Michael Greenall has been advising family offices on investments and trading in the equity markets since January 2021. He is also the founder of Kairos Villa – an eco-resort hotel in Malaysia. He served as the Managing Director and Head of Equity for BNP Paribas Malaysia from September of 2014 to April of 2016. Additionally, Mr. Greenall served as the Managing Director and Regional Head of Research and ASEAN strategist for CIMB Securities from April 2016 to July 2018. Mr. Greenall was the Chief Executive Officer and Managing Director for Value Partners Group from July 2018 to June 2020.
Board of Directors
Neil Bush, 66
Independent Director
Neil Bush has been the sole member of Neil Bush Global Advisors, LLC since January 1998. Additionally, Mr. Bush has been on the board of directors for Hong Kong Finance Investment Holding Group since 2012. Mr. Bush has also served as the co-chairman for CIIC since 2006 and as an adviser to CP Group since 2015. Further, Mr. Bush has served as a partner for Asia & America Consultants since March of 2016 and the chairman of Singhaiyi since April of 2013.
Aroop Zutshi, 60
Independent Director
Aroop Zutshi has been the Global Managing Partner and Executive Board Member for Frost & Sullivan since June of 2020. From October 1997 to June 2020, Mr. Zutshi served as the Global President and Managing Partner at Frost & Sullivan.
Jeffrey Moseley, 67
Independent Director
Jeffery Moseley has served as the director of SNU Foundation since April 2016. Mr. Moseley previously served as director of Wallis Bank from April of 2014 to February of 2018.