[Company Information & Filing Details](index=1&type=section&id=Company%20Information%20%26%20Filing%20Details) This section details the company's filing status, type, and current trading information [Filing Information](index=1&type=section&id=Filing%20Information) FutureTech II Acquisition Corp., a SPAC, filed its Q2 2025 10-Q, is a shell and emerging growth company, with delisted securities - Company type: Special Purpose Acquisition Company (SPAC), Shell Company, Emerging Growth Company[2](index=2&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) - Filing period: Quarter ended June 30, 2025[2](index=2&type=chunk) - Trading status: Trading on Nasdaq suspended February 26, 2025; currently trading Over-the-Counter (OTC) under symbols "FTII," "FTIIU," and "FTIIW"[4](index=4&type=chunk) - Class A common stock outstanding: Approximately **4,289,961 shares** as of August 18, 2025[6](index=6&type=chunk) [FORWARD-LOOKING STATEMENTS](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines forward-looking statements, particularly regarding the proposed business combination [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section highlights forward-looking statements about the proposed business combination with Longevity Biomedical, Inc. and inherent risks - Focus: Statements regarding the proposed business combination with Longevity Biomedical, Inc[11](index=11&type=chunk) - Risk factors: Inability to complete the initial business combination, inability to re-list on Nasdaq, and impacts of global conflicts (Middle East, Ukraine) and economic conditions[12](index=12&type=chunk)[13](index=13&type=chunk) - Disclaimer: The company has no obligation to update or revise any forward-looking statements unless required by applicable securities law[12](index=12&type=chunk) [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements and management's discussion and analysis [Item 1. Interim Financial Statements](index=5&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents FutureTech II Acquisition Corp.'s unaudited condensed financial statements and accompanying notes - Included financial statements: Condensed Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, Statements of Cash Flows, and Notes[8](index=8&type=chunk) - Nature: Unaudited interim financial information[8](index=8&type=chunk) [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) Balance sheets show significant decreases in total assets and liabilities from December 2024 to June 2025 Total Assets | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 10,580,178 | | December 31, 2024 | 28,120,102 | | **Change** | **-62.4%** | Interest-Bearing Demand Deposits in Trust Account | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 9,133,890 | | December 31, 2024 | 26,447,350 | | **Change** | **-65.4%** | Total Liabilities | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 10,380,789 | | December 31, 2024 | 27,894,031 | | **Change** | **-62.8%** | Stockholders' Deficit | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | (9,583,710) | | December 31, 2024 | (8,854,673) | | **Change** | **+8.2% (deficit increase)** | [Unaudited Condensed Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported net losses for Q2 2025, due to lower interest income and increased expenses Net Income (Loss) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | (80,647) | (44,457) | | Six Months | (370,320) | 85,119 | Interest Income from Trust Account | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | 72,477 | 283,084 | | Six Months | 272,304 | 819,427 | Total Expenses | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | 138,735 | 284,894 | | Six Months | 592,572 | 595,828 | Basic and Diluted Net Income (Loss) Per Share of Redeemable Common Stock | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | (0.19) | (0.21) | | Six Months | (0.04) | (0.06) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) Stockholders' deficit increased from January 1 to June 30, 2025, due to net loss and redemption value accretion Total Stockholders' Deficit | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | (9,583,710) | | January 1, 2025 | (8,854,673) | | **Change** | **+8.2% (deficit increase)** | - Key change drivers for January 1 to June 30, 2025: Accretion of redemption value: $(358,717); Net loss: $(370,320)[17](index=17&type=chunk)[19](index=19&type=chunk)[64](index=64&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash increased from investing activities, offsetting operating and financing usage Net Change in Cash | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Six Months | 103,955 | (17,102) | Cash Flow from Operating Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,187,204) | (591,410) | Cash Flow from Investing Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash provided by investing activities | 17,585,764 | 36,123,240 | Cash Flow from Financing Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in financing activities | (16,294,605) | (35,548,932) | Cash Paid for Redemptions (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Amount | (17,400,674) | (36,281,990) | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and supplementary information to the financial statements, covering key areas [Note 1 - Description of Organization and Business Operations, Going Concern and Basis of Presentation](index=9&type=section&id=Note%201%20-%20Description%20of%20Organization%20and%20Business%20Operations%2C%20Going%20Concern%20and%20Basis%20of%20Presentation) FutureTech II, a SPAC, faces significant going concern doubts due to limited capital and business combination uncertainty - Company purpose: To effect a business combination[25](index=25&type=chunk) - Operating status: Has not commenced operations; non-operating interest income from trust account[26](index=26&type=chunk) - Initial Public Offering (IPO): Completed February 18, 2022, raising **$115,000,000** through the issuance of **11,500,000 units**[27](index=27&type=chunk) - Trust account: Initially deposited **$117,300,000**; funds currently held in interest-bearing demand deposits[29](index=29&type=chunk) Working Capital Deficit | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | (5,484,501) | | December 31, 2024 | (5,026,967) | - Going concern: Significant doubt exists due to insufficient working capital and uncertainty in completing a business combination by August 18, 2026[42](index=42&type=chunk)[43](index=43&type=chunk) - Business combination target: Proposed merger with Longevity Biomedical, Inc[35](index=35&type=chunk)[36](index=36&type=chunk) - Nasdaq delisting: Securities suspended from Nasdaq trading on February 26, 2025, for failure to complete a business combination within 36 months; currently trading OTC[47](index=47&type=chunk)[48](index=48&type=chunk) - Risks: COVID-19 pandemic, geopolitical conflicts (Ukraine, Middle East), and the 1% excise tax on stock repurchases under the Inflation Reduction Act[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines significant accounting policies for the unaudited condensed financial statements, including presentation basis and estimates - Basis of presentation: GAAP applies to interim financial information, with condensed disclosures[50](index=50&type=chunk) - Emerging Growth Company: Elected not to opt out of the extended transition period for new accounting standards[52](index=52&type=chunk)[54](index=54&type=chunk) - Trust account investments: Funds held in interest-bearing demand deposits after 24 months from IPO registration statement effectiveness[61](index=61&type=chunk) - Redeemable Class A common stock: Classified as temporary equity due to redemption rights outside the company's control[64](index=64&type=chunk) - Warrant instruments: Public and private placement warrants meet equity classification criteria[67](index=67&type=chunk) - Fair value hierarchy: Interest-bearing demand deposits in the trust account are classified as Level 1[70](index=70&type=chunk) - Income taxes: ASC Topic 740 applies; no unrecognized tax benefits or accrued interest/penalties as of June 30, 2025[72](index=72&type=chunk)[73](index=73&type=chunk) - Recent accounting pronouncements: ASU 2023-07 (Segment Reporting) adopted in fiscal year 2024 with no material impact; ASU 2023-09 (Income Tax Disclosures) effective 2025 is being evaluated[74](index=74&type=chunk)[79](index=79&type=chunk) [Note 3 - Public Offering](index=19&type=section&id=Note%203%20-%20Public%20Offering) The company completed its IPO by selling 11,500,000 units at $10.00 each, raising $115,000,000 - Number of units sold: **11,500,000 units**[81](index=81&type=chunk) - Price per unit: **$10.00**[81](index=81&type=chunk) - Gross proceeds: **$115,000,000**[27](index=27&type=chunk) - Unit composition: One share of Class A common stock and one redeemable warrant[81](index=81&type=chunk) [Note 4 - Private Placement](index=19&type=section&id=Note%204%20-%20Private%20Placement) Concurrently with the IPO, the sponsor purchased 520,075 private placement units at $10.00 each - Number of units purchased: **520,075 private placement units**[28](index=28&type=chunk)[82](index=82&type=chunk) - Price per unit: **$10.00**[28](index=28&type=chunk)[82](index=82&type=chunk) - Gross proceeds: **$5,200,750**[28](index=28&type=chunk)[82](index=82&type=chunk) - Purchaser: FutureTech Partners II LLC (the Sponsor)[28](index=28&type=chunk)[82](index=82&type=chunk) - Warrant condition: Private placement warrants will expire if a business combination is not completed[83](index=83&type=chunk) [Note 5 - Related Party Transactions](index=20&type=section&id=Note%205%20-%20Related%20Party%20Transactions) This note details various transactions with related parties, including Class B common stock and sponsor loans - Class B common stock: Initially **2,875,000 shares** issued to the Sponsor for **$25,000**. Converted to Class A common stock on a one-for-one basis on February 4, 2025, after shareholder approval in November 2024. No Class B common stock outstanding as of June 30, 2025[85](index=85&type=chunk)[87](index=87&type=chunk) - Sponsor working capital loans: Non-interest bearing promissory notes up to **$1,500,000** to fund transaction and operating costs. Outstanding balance of **$823,302** as of June 30, 2025, up from **$412,257** as of December 31, 2024[88](index=88&type=chunk) - Extension loans: Sponsor deposits funds into the trust account to extend the business combination deadline monthly. Outstanding balance of **$3,537,744** as of June 30, 2025, and December 31, 2024. Non-interest bearing, convertible to Class A common stock upon business combination, or repayable from outside trust account if no combination[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - Zero-interest convertible notes: Issued April 7, 2025, to working capital investors, totaling **$1,025,000**. Non-interest bearing, convertible into shares at $4 (first 30 days) or lowest closing price (thereafter) upon business combination completion. Investors waived rights to the trust account[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - Due from Sponsor: **$1,145,065** as of June 30, 2025, down from **$1,540,984** as of December 31, 2024. Includes overpayments to redeeming shareholders (**$114,048** as of June 30, 2025) and funds withdrawn from trust account not used for taxes (**$299,104**). Recovery efforts for overpayments collected **$695,024** as of June 30, 2025[105](index=105&type=chunk)[109](index=109&type=chunk) - Administrative support agreement: Monthly payment of **$10,000** to the Sponsor for office space, utilities, and secretarial administrative support[110](index=110&type=chunk) [Note 6 - Commitments and Contingencies](index=26&type=section&id=Note%206%20-%20Commitments%20and%20Contingencies) This note details the company's commitments, including registration rights, a PIPE subscription agreement, and an amended underwriting agreement - Registration rights: Holders of insider shares, private placement units, and working capital loan securities have registration rights[115](index=115&type=chunk) - PIPE Subscription Agreement: Investor (Yuantian Zhang) agreed to purchase **1,000,000 shares** of Class A common stock at **$5.00 per share**, contingent on the Longevity business combination. An escrow agreement provides for **2,000,000 escrowed shares** to ensure the investor receives a total value of **$7,500,000**, based on post-merger stock price performance[116](index=116&type=chunk)[117](index=117&type=chunk) - Underwriting agreement: Original deferred fee of **$3,450,000**. Amended terms on February 6, 2025: **$500,000** cash, **$1,475,000** promissory note, and **147,500 shares** of common stock (valued at **$1,475,000**), contingent on the Longevity business combination[118](index=118&type=chunk)[119](index=119&type=chunk) - Right of first refusal: Granted to underwriters to act as lead book-running manager and lead manager for any future private or public offerings of equity, convertible securities, and debt for 24 months post-business combination[120](index=120&type=chunk)[121](index=121&type=chunk) [Note 7 - Stockholders' Deficit](index=27&type=section&id=Note%207%20-%20Stockholders'%20Deficit) This note details the company's capital structure, including preferred, Class A, and Class B common stock - Preferred stock: **1,000,000 shares** authorized, none issued or outstanding[122](index=122&type=chunk) - Class A common stock: **100,000,000 shares** authorized. **3,510,075 shares** issued and outstanding as of June 30, 2025 (excluding redeemable shares). **779,886 shares** subject to possible redemption as of June 30, 2025, classified as temporary equity[123](index=123&type=chunk) - Class B common stock: **10,000,000 shares** authorized. All **2,875,000 shares** converted to Class A common stock on February 4, 2025; none outstanding as of June 30, 2025. Converted Class A shares remain founder shares, non-redeemable, and subject to transfer restrictions[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - Warrants: Public warrants exercisable 30 days post-business combination, expiring five years after business combination or earlier redemption/liquidation. Company may redeem public warrants if Class A common stock price equals or exceeds **$18.00** for 20 trading days within a 30-trading day period. Private placement warrants are identical to public warrants. Warrants are contingently exercisable; not included in diluted EPS until conditions are met[68](index=68&type=chunk)[129](index=129&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk) [Note 8 - Fair Value Measurements](index=30&type=section&id=Note%208%20-%20Fair%20Value%20Measurements) The company uses a three-level hierarchy for fair value measurements, with trust account deposits classified as Level 1 - Fair value hierarchy: GAAP establishes a three-level hierarchy (Level 1, Level 2, Level 3)[70](index=70&type=chunk) - Level 1 assets: Interest-bearing demand deposits in the trust account[70](index=70&type=chunk) Level 1 Asset Value | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 9,133,890 | | December 31, 2024 | 26,447,350 | [Note 9 - Segment Information](index=31&type=section&id=Note%209%20-%20Segment%20Information) The company operates as a single operating segment, with the CODM reviewing overall operating results and costs - Operating segment: Single operating segment[139](index=139&type=chunk) - Chief Operating Decision Maker (CODM): Chief Executive Officer[139](index=139&type=chunk) - Key metrics reviewed by CODM: Interest income earned in the trust account and formation and operating costs[140](index=140&type=chunk)[141](index=141&type=chunk) Formation and Operating Costs | Period | June 30, 2025 ($) | | :--- | :--- | | Six Months Ended | 532,572 | | Three Months Ended | 108,736 | Interest Income from Trust Account Investment | Period | June 30, 2025 ($) | | :--- | :--- | | Six Months Ended | 272,304 | | Three Months Ended | 72,477 | [Note 10 - Subsequent Events](index=31&type=section&id=Note%2010%20-%20Subsequent%20Events) Subsequent to June 30, 2025, the company extended its business combination deadline and amended its merger agreement - Business combination period extension: Extended to August 18, 2026, through monthly deposits into the trust account[148](index=148&type=chunk)[215](index=215&type=chunk)[225](index=225&type=chunk) - Amended Merger Agreement (August 6, 2025): Parties include FutureTech II Acquisition Corp., Longevity Biomedical Holdings Corp. (PubCo), LBH Merger Sub, Inc., and Longevity Biomedical, Inc. Transaction structure involves Longevity first completing target acquisitions (Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC), followed by a reorganization merger (Company into PubCo) and an acquisition merger (Longevity into a PubCo subsidiary). Post-merger, Longevity will be a wholly-owned subsidiary of PubCo, expected to list on Nasdaq under "LBIO." Total consideration to Longevity common stockholders will be PubCo common stock, calculated based on **$100,000,000** minus vested option value, divided by **$10.00**. Company common stock converts to PubCo common stock; warrants convert to acquirer warrants. Shareholders exercising redemption rights will receive cash from the acquirer[145](index=145&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) - Waiver Agreement with Aegeria: Company agreed to Longevity waiving Aegeria's restriction on soliciting alternative acquisition proposals[147](index=147&type=chunk)[223](index=223&type=chunk) - August 14, 2025, Shareholder Meeting: Approved the Fourth Amendment to the Certificate of Incorporation to extend the deadline; **228,287 shares** were tendered for redemption[148](index=148&type=chunk)[149](index=149&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operating performance - Primary focus: Effecting a business combination; currently pursuing a merger with Longevity Biomedical, Inc[152](index=152&type=chunk)[165](index=165&type=chunk) - Going concern: Acknowledges substantial doubt about the company's ability to continue as a going concern without additional capital or a successful business combination[194](index=194&type=chunk) - Nasdaq delisting: Securities delisted from Nasdaq on February 26, 2025, for failure to complete a business combination within 36 months; currently trading OTC[184](index=184&type=chunk)[185](index=185&type=chunk) - Liquidity: Working capital deficit of **$5,484,501** as of June 30, 2025[40](index=40&type=chunk) [Overview](index=33&type=section&id=Overview) FutureTech II Acquisition Corp. is a SPAC formed to complete a business combination, operating as an emerging growth company - Company type: Special Purpose Acquisition Company (SPAC), Emerging Growth Company[152](index=152&type=chunk) - Purpose: To effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination[152](index=152&type=chunk) - Operating status: Has not commenced operations; expects to incur significant costs in pursuit of an initial business combination[153](index=153&type=chunk) [Extension of Combination Period and Extension Loans](index=33&type=section&id=Extension%20of%20Combination%20Period%20and%20Extension%20Loans) The company repeatedly extended its business combination deadline through shareholder approvals and sponsor-funded loans - Extension mechanism: Shareholder approval of charter amendments and sponsor deposits into the trust account for monthly extensions[154](index=154&type=chunk)[155](index=155&type=chunk)[158](index=158&type=chunk)[161](index=161&type=chunk) - Redemption activity: First extension (August 2023): **5,943,650 shares** redeemed, approximately **$64.2 million**. Second extension (February 2024): **3,236,915 shares** redeemed, approximately **$36.0 million**. Third extension (November 2024): **1,539,649 shares** redeemed, approximately **$17.4 million**[156](index=156&type=chunk)[158](index=158&type=chunk)[162](index=162&type=chunk) - Overpayments: First extension overpayment: approximately **$0.08 per share**. Second extension overpayment: approximately **$361,843**. Recovery efforts: Total of **$695,024** recovered as of June 30, 2025, included in "Due from Sponsor"[156](index=156&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) - Extension loans outstanding: **$3,537,744** as of June 30, 2025[164](index=164&type=chunk) - Latest extension: Approved August 14, 2025, extending to August 18, 2026, with monthly deposits of **$0.033 per public share** into the trust account[148](index=148&type=chunk)[225](index=225&type=chunk) [Business Combination; Merger Agreement with Longevity Biomedical Inc.](index=36&type=section&id=Business%20Combination%3B%20Merger%20Agreement%20with%20Longevity%20Biomedical%20Inc.) The company entered into an amended merger agreement with Longevity Biomedical, Inc., outlining a multi-step business combination - Merger Agreement date: September 16, 2024[165](index=165&type=chunk) - Amended Merger Agreement date: August 6, 2025[216](index=216&type=chunk) - Target company: Longevity Biomedical, Inc[165](index=165&type=chunk) - Transaction structure: Longevity will acquire Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC. FutureTech II will merge into Longevity Biomedical Holdings Corp. (PubCo). Longevity will merge into a PubCo subsidiary[166](index=166&type=chunk)[217](index=217&type=chunk)[222](index=222&type=chunk) - Post-merger: PubCo (Longevity Biomedical, Inc.) is expected to list on Nasdaq under "LBIO"[166](index=166&type=chunk)[217](index=217&type=chunk) - Support agreements: Longevity's sole stockholder and the Sponsor have entered into voting and support agreements[167](index=167&type=chunk)[168](index=168&type=chunk) [PIPE Subscription Agreement](index=36&type=section&id=PIPE%20Subscription%20Agreement) The company entered a PIPE subscription agreement for 1,000,000 Class A common shares at $5.00 each - Investor: Yuantian Zhang[170](index=170&type=chunk) - Subscribed shares: **1,000,000 shares** of Class A common stock[170](index=170&type=chunk) - Purchase price: **$5.00 per share**[170](index=170&type=chunk) - Condition: Closing is contingent upon the concurrent closing of the business combination with Longevity[170](index=170&type=chunk) - Escrow agreement (January 31, 2025): **2,000,000 escrowed shares** will be deposited. Shares released based on whether the common stock closing price falls below **$7.50** within two years post-merger, ensuring the investor receives a total value of **$7,500,000**[172](index=172&type=chunk) [Sponsor Working Capital Loans](index=37&type=section&id=Sponsor%20Working%20Capital%20Loans) The sponsor agreed to provide up to $1,500,000 in non-interest bearing working capital loans - Lender: The Sponsor[174](index=174&type=chunk) - Maximum loan amount: Up to **$1,500,000**[174](index=174&type=chunk) - Interest: Non-interest bearing[174](index=174&type=chunk) - Repayment/Conversion: Repayable upon business combination completion or convertible into private placement units at **$10.00 per unit** at the lender's discretion[174](index=174&type=chunk) - Outstanding amount (June 30, 2025): **$823,302**[174](index=174&type=chunk) [Class B Common Stock](index=37&type=section&id=Class%20B%20Common%20Stock) All 2,875,000 Class B common shares converted to Class A on February 4, 2025 - Conversion: All **2,875,000 shares** of Class B common stock converted to Class A common stock on a one-for-one basis[175](index=175&type=chunk) - Effective date: February 4, 2025[175](index=175&type=chunk) - Post-conversion status: Converted shares remain founder shares, non-redeemable, and subject to transfer restrictions[175](index=175&type=chunk) - Outstanding shares (Class B): Zero as of the filing date[175](index=175&type=chunk) [Compliance with Nasdaq Listing Standards](index=37&type=section&id=Compliance%20with%20Nasdaq%20Listing%20Standards) The company faced multiple Nasdaq listing non-compliance issues, leading to its delisting on February 26, 2025 - Initial non-compliance: Below minimum market value (**$50 million**) and total assets/total revenue standards[176](index=176&type=chunk) - Subsequent non-compliance: Failure to timely file Q3 2024 10-Q (periodic filing rule) and below minimum public float requirement of **1,100,000 shares**[181](index=181&type=chunk) - Delisting reason: Failure to complete a business combination within 36 months of IPO registration statement effectiveness (by February 14, 2025), violating Nasdaq IM-5101-2[184](index=184&type=chunk) - Delisting date: Securities suspended from trading on Nasdaq on February 26, 2025[185](index=185&type=chunk) - Current trading: Over-the-Counter (OTC) under symbols "FTII," "FTIIU," and "FTIIW"[185](index=185&type=chunk) - Future intent: Intends to apply for Nasdaq listing for the combined company post-business combination[186](index=186&type=chunk) [Recent Developments (Zero Interest Convertible Notes)](index=39&type=section&id=Recent%20Developments%20(Zero%20Interest%20Convertible%20Notes)) On April 7, 2025, the company issued $1,025,000 in zero-interest convertible notes to investors - Issuance date: April 7, 2025[187](index=187&type=chunk) - Total principal amount: **$1,025,000**[187](index=187&type=chunk) - Interest rate: Zero interest, unless extended past September 30, 2025, then 5% per annum[187](index=187&type=chunk) - Conversion: Convertible into shares at **$4.00** (first 30 days) or lowest closing price (thereafter) upon or after business combination completion[188](index=188&type=chunk) - Investor waiver: Investors waived their rights to the trust account[189](index=189&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) The company, a SPAC, reported net losses for Q2 2025 due to decreased interest income and increased expenses - Operating revenues: Zero to date[191](index=191&type=chunk) Net Income (Loss) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | (80,647) | (44,457) | | Six Months | (370,320) | 85,119 | Investment Income (Trust Account) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | 72,477 | 283,084 | | Six Months | 272,304 | 819,427 | - Expenses: **$138,735** for the three months ended June 30, 2025; **$592,572** for the six months ended June 30, 2025. Increased expenses in 2025 attributed to due diligence costs for potential business combination[192](index=192&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is a significant concern, with a working capital deficit and substantial doubt about its going concern - Going concern: Substantial doubt about the ability to continue as a going concern[194](index=194&type=chunk) - Working capital deficit: **$5,484,501** as of June 30, 2025[40](index=40&type=chunk) - Cash balance: **$160,723** as of June 30, 2025[195](index=195&type=chunk) Cash Flow from Operating Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,187,204) | (591,410) | Cash Flow from Investing Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash provided by investing activities | 17,585,764 | 36,123,240 | Cash Flow from Financing Activities (Six Months) | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in financing activities | (16,294,605) | (35,548,932) | [Off-Balance Sheet Financing Arrangements](index=40&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) As of June 30, 2025, the company has no off-balance sheet arrangements - No off-balance sheet arrangements: The company has no off-balance sheet obligations, assets, or liabilities[201](index=201&type=chunk) [Contractual Obligations](index=40&type=section&id=Contractual%20Obligations) The company has no long-term debt or lease obligations; its primary obligation is deferred underwriting commissions - No long-term debt/leases: The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[202](index=202&type=chunk) - Deferred underwriting commissions: Original amount of **$3,450,000**. Revised payment terms on February 6, 2025: **$500,000** cash, **$1,475,000** promissory note, and **147,500 shares** of common stock (valued at **$1,475,000**), contingent on business combination[202](index=202&type=chunk) [Critical Accounting Policies](index=40&type=section&id=Critical%20Accounting%20Policies) This section reiterates the company's critical accounting policies, including estimates and redeemable Class A common stock - Key policies: Use of estimates, accounting for Class A common stock subject to possible redemption, net income (loss) per share calculation, and recent accounting pronouncements[203](index=203&type=chunk) [Use of Estimates](index=40&type=section&id=Use%20of%20Estimates) Financial statement preparation requires management to make significant estimates and assumptions - Nature: Requires significant judgment by management[205](index=205&type=chunk) - Impact: Affects reported amounts of assets, liabilities, contingent disclosures, revenues, and expenses[204](index=204&type=chunk) - Risk: Actual results could differ materially from these estimates[205](index=205&type=chunk) [Class A Common Stock Subject to Possible Redemption](index=42&type=section&id=Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption) Redeemable Class A common stock is classified as temporary equity due to redemption rights outside company control - Classification: Temporary equity[206](index=206&type=chunk) - Reason: Redemption rights are outside the company's control and contingent on uncertain future events[206](index=206&type=chunk) Value | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 9,783,099 | | December 31, 2024 | 9,080,744 | - Increase (six months ended June 30, 2025): **$702,355**, driven by **$358,717** accretion of redemption value and **$343,638** adjustment for estimated vs. actual redemption differences[206](index=206&type=chunk) [Net Income (Loss) Per Share](index=42&type=section&id=Net%20Income%20(Loss)%20Per%20Share) Net income (loss) per share is calculated using the two-class method, with diluted EPS matching basic - Calculation method: Two-class method[209](index=209&type=chunk) - Diluted EPS: Same as basic EPS because warrants are contingently exercisable and conditions have not been met[209](index=209&type=chunk) Basic and Diluted Net Income (Loss) Per Share of Redeemable Common Stock | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | (0.19) | (0.21) | | Six Months | (0.04) | (0.06) | [Recent Accounting Standards](index=43&type=section&id=Recent%20Accounting%20Standards) The company adopted ASU 2023-07 (Segment Reporting) in fiscal year 2024 with no material impact - ASU 2023-07 (Segment Reporting): Adopted in fiscal year 2024; no material impact[212](index=212&type=chunk) - Other standards: Other issued but not yet effective standards are not expected to have a material impact[213](index=213&type=chunk) [Subsequent Events](index=44&type=section&id=Subsequent%20Events) Subsequent to June 30, 2025, the company extended its business combination deadline and amended its merger agreement - Business combination period extension: Extended to August 18, 2026, through monthly deposits into the trust account[215](index=215&type=chunk)[225](index=225&type=chunk) - Amended Merger Agreement (August 6, 2025): Parties include FutureTech II Acquisition Corp., Longevity Biomedical Holdings Corp. (PubCo), LBH Merger Sub, Inc., and Longevity Biomedical, Inc. Transaction structure involves Longevity first completing target acquisitions (Cerevast Medical, Inc. and Aegeria Soft Tissue, LLC), followed by a reorganization merger (Company into PubCo) and an acquisition merger (Longevity into a PubCo subsidiary). Post-merger, Longevity will be a wholly-owned subsidiary of PubCo, expected to list on Nasdaq under "LBIO." Total consideration to Longevity common stockholders will be PubCo common stock, calculated based on **$100,000,000** minus vested option value, divided by **$10.00**. Company common stock converts to PubCo common stock; warrants convert to acquirer warrants. Shareholders exercising redemption rights will receive cash from the acquirer[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) - Waiver Agreement with Aegeria: Company agreed to Longevity waiving Aegeria's restriction on soliciting alternative acquisition proposals[223](index=223&type=chunk) - August 14, 2025, Shareholder Meeting: Approved the Fourth Amendment to the Certificate of Incorporation to extend the deadline; **228,287 shares** were tendered for redemption[225](index=225&type=chunk)[226](index=226&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, FutureTech II Acquisition Corp. is not required to provide market risk disclosures - Exemption: Smaller reporting companies are not required to provide this information[228](index=228&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Company management deemed its disclosure controls and procedures ineffective as of June 30, 2025 - Disclosure controls effectiveness: Ineffective as of June 30, 2025[229](index=229&type=chunk) - Material weaknesses identified: Accounting for extension loans (non-interest bearing promissory notes). Calculation of redemption price. Omission of recovery of overpayments to redeeming shareholders[231](index=231&type=chunk) - Remediation efforts: Improving processes for identifying and evaluating complex accounting transactions, and assessing accounting and financial reporting personnel needs[233](index=233&type=chunk) - No material changes: No changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the most recent fiscal quarter[235](index=235&type=chunk) [PART II – OTHER INFORMATION](index=49&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers other required disclosures, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - Status: None[238](index=238&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, detailed risk factor disclosures are not required in this report - Exemption: Smaller reporting companies are not required to provide this information[238](index=238&type=chunk) - Reference: Refer to previous SEC filings (e.g., final prospectus, 10-K, Form S-4) for detailed risk factors[238](index=238&type=chunk) - Changes: No material changes to previously disclosed risk factors[238](index=238&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company reports no unregistered sales of equity securities, no changes in IPO proceeds use - Status: None[239](index=239&type=chunk) - Use of proceeds: No material changes in the planned use of IPO proceeds[239](index=239&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - Status: None[240](index=240&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Status: Not applicable[240](index=240&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) The company reports no other information - Status: None[240](index=240&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of or incorporated by reference into this 10-Q quarterly report - Exhibit list: Includes the Amended and Restated Agreement and Plan of Merger, various Certificates of Amendment, and Certifications[243](index=243&type=chunk) - Incorporation by reference: Many exhibits are incorporated by reference from prior SEC filings[244](index=244&type=chunk)[245](index=245&type=chunk)

Financial Performance - Net loss for the three months ended March 31, 2025, was $289,673, compared to a net income of $129,577 for the same period in 2024, indicating a shift of approximately 323.5%[18] - Total expenses rose to $453,835 for the three months ended March 31, 2025, up from $310,934 in the same period of 2024, marking an increase of about 45.9%[18] - The company reported a basic and diluted net loss per share of redeemable common stock of $0.74 for Q1 2025, compared to a profit of $0.05 in Q1 2024[18] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total assets decreased significantly from $28,120,102 as of December 31, 2024, to $11,066,249 as of March 31, 2025, a decline of about 60.7%[16] - Total liabilities decreased from $27,894,031 as of December 31, 2024, to $10,786,213 as of March 31, 2025, a reduction of approximately 61.3%[16] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - Cash at the end of the period increased to $130,580 as of March 31, 2025, compared to $413 at the end of March 31, 2024, reflecting a significant increase[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Accounts held in the Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Plans - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future performance and market positioning[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Merger Sub[36][37] - The Company plans to change its name to "Longevity Biomedical, Inc." and list its common stock on NASDAQ under the ticker symbol "LBIO" following the Merger[37] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, indicating non-compliance with Nasdaq IM-5101-2, leading to suspension of trading on February 26, 2025[48] - The Company intends to apply for listing on The Nasdaq Capital Market post-Business Combination, but there is no guarantee of success[48] - The Company’s ability to complete a Business Combination may be affected by its ability to raise equity or debt financing amid increased market volatility[50] - The Company has recorded a liability to comply with the 1% excise tax imposed by the Inflation Reduction Act on stock buybacks, effective from 2023[78] Management Concerns - Management has raised concerns about the Company's ability to continue as a going concern due to insufficient working capital and potential liquidity issues[43][44] - The Company is evaluating the impact of global conflicts and economic sanctions, which may affect its financial condition and operations[46] Shareholder and Stock Information - The Company had 3,510,075 shares of Class A Common Stock issued and outstanding, with 779,886 shares subject to possible redemption[120] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[126] - The Company will file a registration statement for the shares of Class A common stock issuable upon exercise of the warrants within 20 business days after the Business Combination[128] Loans and Financing - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, which are non-interest-bearing promissory notes[102] - The Company signed Zero Interest Convertible Notes totaling $1,025,000 with a maturity date of September 30, 2025[139] - The conversion price for shares under the Working Capital Convertible Notes is set at $4 for the first 30 days, then based on the lowest closing price over the preceding 25 trading days[140] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services provided by the Sponsor[107] - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, ceasing payments upon completion of the initial Business Combination[107]

Business Combination - The deadline for the Company to complete its initial business combination is August 18, 2025, as approved by stockholders[29]. - The Company entered into a Merger Agreement with Longevity Biomedical Inc. on September 16, 2024, focusing on biopharmaceutical advancements[30]. - Following the Merger, Longevity will become a wholly-owned subsidiary of the Company, and the Company will change its name to "Longevity Biomedical, Inc."[31]. - The Merger Agreement includes a Voting and Support Agreement with Longevity's sole stockholder, ensuring approval of the transactions[32]. - The Company is required to complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[51]. - The Company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - The Company may issue a substantial number of new shares in exchange for the target's outstanding capital stock, potentially leading to stockholders owning less than a majority of shares post-transaction[54]. - The Company has filed an initial Form S-4 with the SEC regarding the Longevity Business Combination on February 14, 2025[35]. Growth Strategy - The Company has identified biomedical life science, artificial intelligence, and robotics as key sectors for growth and acquisition opportunities[37]. - The Company aims to acquire businesses with proprietary technology and significant market positions, focusing on operational improvements[41]. Financial Management - The net proceeds from the Initial Public Offering and the sale of placement units may be used for general corporate purposes, including maintenance or expansion of operations post-transaction[55]. - There is no limitation on the ability to raise funds through equity or debt securities in connection with the initial business combination[56]. - The company is not currently party to any arrangement for raising additional funds through the sale of securities[56]. - Prior to the consummation of the initial business combination, the company is prohibited from issuing additional securities that would entitle holders to receive funds from the trust account[57]. Company Operations - The company currently has one officer who devotes time as deemed necessary to the affairs of the company until the initial business combination is completed[58]. - The executive offices are located at 128 Gail Drive, New Rochelle, New York 10805[59]. Market Risk - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[172].

Financial Performance - Net loss for the three months ended September 30, 2024, was $123,127, compared to a net income of $661,226 for the same period in 2023, indicating a significant decline in performance[17]. - Total expenses for the nine months ended September 30, 2024, were $962,945, up from $890,820 for the same period in 2023, marking an increase of approximately 8%[17]. - Basic and diluted net loss per share of redeemable common stock for the three months ended September 30, 2024, was $(0.23), compared to $0.10 for the same period in 2023[17]. - For the nine months ended September 30, 2024, the company reported a net loss of $38,005 compared to a net income of $2,304,899 for the same period in 2023[22]. - The company reported a pre-tax income of $144,067 for the nine months ended September 30, 2024, down from $3,098,570 for the same period in 2023[17]. Assets and Liabilities - Total current assets as of September 30, 2024, are $1,563,117, a decrease from $1,385,762 as of December 31, 2023, representing a decline of approximately 14%[15]. - Total liabilities increased to $9,651,445 as of September 30, 2024, compared to $8,497,201 as of December 31, 2023, reflecting an increase of approximately 14%[15]. - The accumulated deficit increased to $(7,762,739) as of September 30, 2024, from $(6,499,430) as of December 31, 2023, indicating a worsening financial position[15]. - As of September 30, 2024, the company had cash of $1,883 and a working capital deficit of $4,638,328, compared to cash of $17,578 and a working capital deficit of $3,661,439 as of December 31, 2023[41][42]. Cash Flow and Investments - Cash flows from operating activities resulted in a net cash used of $834,803, an improvement from $966,279 in the prior year[22]. - The company generated net cash provided by investing activities of $36,138,640, a decrease from $62,196,521 in the previous year[22]. - The company has $117,300,000 held in a Trust Account, invested only in U.S. government treasury obligations or money market funds until a Business Combination is completed[63]. Business Combination and Future Operations - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future operations and financial performance[12]. - The company has until August 18, 2025, to consummate a business combination, or it will be required to redeem public shares and liquidate[33]. - On September 16, 2024, the company entered into a merger agreement with Longevity Biomedical, Inc., which is expected to change the company's name to "Longevity Biomedical, Inc." upon closing[36][37]. - The Company has raised substantial doubt about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not completed by that date[44]. Stock and Equity - The weighted average number of redeemable common stock outstanding decreased to 2,319,435 as of September 30, 2024, from 8,657,385 as of September 30, 2023[17]. - The Class A common stock subject to possible redemption decreased by $34,620,208 during the nine months ended September 30, 2024, with a total of $26,606,595 presented as temporary equity[67]. - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[82]. - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of September 30, 2024[109]. Tax and Regulatory Compliance - The Company is subject to a new 1% excise tax on stock repurchases, which may impact its cash available for completing a Business Combination[49]. - The Company has recorded a liability to comply with the 1% excise tax on stock buybacks imposed by the Inflation Reduction Act, effective from 2023[79]. - The Company has no unrecognized tax benefits as of September 30, 2024, and December 31, 2023, indicating compliance with tax regulations[76]. Administrative and Operational Matters - The Company has incurred a total of $1,540,984 in expenses to be reimbursed by the Sponsor as of September 30, 2024[101]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, ceasing upon the completion of the initial Business Combination[102]. - The Company has extended the Combination Period deadline multiple times, with the latest extension allowing until November 18, 2024, contingent on a deposit of $50,000 or $0.03 per unredeemed public share for each month[92]. Market and Geopolitical Factors - The company has not determined the specific impact of recent geopolitical conflicts on its financial condition and operations[47][51]. - The company’s ability to consummate a transaction may depend on raising equity or debt financing, which could be affected by market volatility and liquidity[51].

Trust Account and Business Combination - The Company extended the initial date for the Trust Account liquidation to February 18, 2024, with a deposit of $125,000 for each one-month extension [90]. - The Sponsor will deposit $50,000 for each one-month extension after February 18, 2024, to continue pursuing a business combination [93]. - The Company plans to enter into a definitive agreement for a business combination no sooner than March 2024 [97]. - The company has until August 18, 2024, to complete a Business Combination, with uncertainty regarding its ability to do so [105]. Nasdaq Compliance Issues - The Company received a notice from Nasdaq indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders for continued listing [96]. - The Company received a Second Notice from Nasdaq for failing to meet the Market Value Standard, with a minimum requirement of $50 million in Market Value of Listed Securities [99]. - The Company has until October 21, 2024, to regain compliance with the Market Value Standard, or it may face delisting [100]. - The Company requested a hearing to appeal Nasdaq's determination to delist its securities, which will stay the suspension pending the Panel's decision [98]. Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $44,457 and net income of $85,119, with investment income of $283,084 and $819,427, respectively [104]. - For the six months ended June 30, 2023, the company had net income of $1,643,672, consisting of investment income of $2,756,883 [105]. - Cash used in operating activities for the six months ended June 30, 2024, was $591,410, compared to $752,999 for the same period in 2023 [106]. - Cash provided by investing activities for the six months ended June 30, 2024, was $36,123,240, primarily due to cash withdrawn from the Trust Account [107]. - Cash provided by financing activities for the six months ended June 30, 2024, was $35,548,932, resulting from cash paid for redemptions [107]. - As of June 30, 2024, the Class A common stock subject to possible redemption amounted to $25,206,155, a decrease of $35,326,042 from the previous period [112]. - The company had $476 in cash and no cash equivalents as of June 30, 2024 [106]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of June 30, 2024 [108]. Internal Controls and Risks - The Company has incurred significant costs in pursuit of its initial Business Combination and cannot assure successful capital raising [89]. - The Company is subject to risks associated with being an emerging growth company, impacting its future performance and financial condition [89]. - The company’s disclosure controls and procedures were deemed not effective as of June 30, 2024, due to material weaknesses in internal control over financial reporting [119].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $129,577, consisting of investment income of $536,343, offset by expenses of $310,934 and tax expense of $95,832[115]. - For the three months ended March 31, 2023, the company had a net income of $807,289, with investment income of $1,288,498, offset by expenses of $221,125 and tax expense of $260,084[117]. - For the three months ended March 31, 2024, cash used in operating activities was $282,081, with a net income of $129,577 impacted by interest earned on investments of $536,343[120]. - For the three months ended March 31, 2023, cash used in operating activities was $112,499, with a net income of $807,289 impacted by interest earned on investments of $1,288,498[121]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.06, compared to $0.07 for the same period in 2023[133]. Business Combination and Compliance - The company extended the period to consummate its initial business combination to February 18, 2024, with a deposit of $125,000 into the Trust Account[102]. - The company has incurred significant costs in pursuit of its initial business combination and cannot assure successful capital raising or completion of the business combination[101]. - The company has not generated any revenues to date and will only generate operating revenues after the completion of its initial business combination[114]. - The company has engaged in organizational activities and identified a target company for a business combination since its inception[114]. - The company has until May 18, 2024, to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[118]. Cash and Investments - As of March 31, 2024, the company had $413 in cash and no cash equivalents[119]. - Cash provided by investing activities for the three months ended March 31, 2024, was $36,273,240, primarily due to cash withdrawn from the Trust Account[122]. - Cash provided by financing activities for the three months ended March 31, 2024, was $36,008,323, mainly from cash paid for redemptions[123]. - The Class A common stock subject to possible redemption decreased by $35,666,479 during the three months ended March 31, 2024, totaling $24,865,718[129]. Nasdaq Compliance and Listing - The company received a notice from Nasdaq on October 16, 2023, indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders for continued listing[107]. - The company has until October 21, 2024, to regain compliance with the Market Value Standard of $50 million, or face potential delisting from Nasdaq[111]. - The company plans to monitor its Market Value of Listed Securities and may consider options to resolve deficiencies under Nasdaq listing criteria[113]. Debt and Accounting - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[124][125]. - Management does not believe that any recently issued accounting pronouncements would have a material effect on the audited financial statements[134].

IPO and Financial Proceeds - The company completed its Initial Public Offering on February 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[24]. - A total of $117.3 million was deposited in a trust account for the benefit of public stockholders, net of underwriting commissions and offering expenses[26]. - The Company also sold 520,075 private placement units for gross proceeds of $5,200,750 at the same time as the IPO[198]. - The Company incurred transaction costs of $5,688,352 related to the IPO, including $1,725,000 in cash underwriting fees[200]. - Management has broad discretion regarding the application of net proceeds from the IPO, primarily intended for a Business Combination[202]. Business Combination Plans - The company intends to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and related innovations[21]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[36]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[43]. - Nasdaq rules require that the company complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[41]. - The company has until April 18, 2024, to complete a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by this date[91]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,911,502, which included investment income of $4,809,102 and a gain on extinguishment of notes payable of $144,443, offset by expenses of $1,062,699 and tax expense of $979,344[89]. - Net income for 2023 was $2,911,502, a significant increase of 315.5% compared to $700,015 in 2022[187]. - Interest earned on marketable securities held in the Trust Account rose to $4,809,102 in 2023, up from $1,676,585 in 2022, marking a growth of 187.5%[187]. - Total expenses increased to $1,062,699 in 2023, up from $666,311 in 2022, reflecting a rise of 59.5%[187]. - Cash at the end of the period decreased to $17,578 in 2023 from $262,756 in 2022, a decline of 93.3%[192]. Risks and Compliance - The company is prohibited from pursuing initial business combinations with entities whose principal operations are in China, including Hong Kong and Macau[22]. - The company is at risk of delisting from Nasdaq if it does not regain compliance with the minimum holder requirement of 400 total holders[62]. - If delisted, the company’s securities may only be quoted on an over-the-counter market, leading to potential adverse consequences[63]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by the deadline[209]. - The impact of external factors, such as the COVID-19 pandemic and geopolitical events, may adversely affect the Company's ability to consummate a Business Combination[210][211]. Management and Governance - Ray Chen has been appointed as the Chief Executive Officer and Chief Financial Officer since August 2023, bringing extensive experience from previous roles in other companies[120]. - The board of directors consists of five members, with terms expiring at different annual meetings, ensuring staggered elections[126]. - The audit committee consists of independent directors, including Neil Bush, Jonathan McKeage, and Jeffrey Moseley, ensuring compliance with Nasdaq listing standards[133]. - The compensation committee is responsible for reviewing and recommending compensation arrangements, although no compensation has been paid prior to the initial business combination[137]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which is available for review by the public[143]. Internal Controls and Financial Reporting - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness as of December 31, 2023[109]. - The company concluded that its disclosure controls and procedures were not effective due to the identified material weakness in internal control over financial reporting[111]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[114]. - The company is assessing resource needs and roles to address the identified material weakness in internal control over financial reporting[113]. Shareholder Information - The company’s sponsor owns approximately 39.7% of its outstanding shares, and there are potential foreign ownership restrictions that could limit business combination opportunities[53]. - FutureTech Partners II LLC holds 520,075 shares of Class A common stock (17.6%) and 2,825,000 shares of Class B common stock (98.3%), representing approximately 57.4% of outstanding common stock[152]. - Karpus Management, Inc. is a significant shareholder, owning 790,575 shares of Class A common stock (26.8%), which accounts for 13.6% of the total common stock[152]. - The founder shares held by initial stockholders represent 57.7% of the outstanding shares of common stock, allowing them to influence significant corporate transactions[154]. - The Company issued 2,875,000 shares of Class B common stock to the Sponsor for a total purchase price of $25,000, ensuring the Sponsor retains at least 20% ownership post-Offering[157].

Financial Performance - For the three months ending September 30, 2023, the company reported a net income of $661,226, driven by investment income of $1,232,507, offset by expenses of $329,255 and tax expense of $242,027 [114]. - For the nine months ending September 30, 2023, the company achieved a net income of $2,304,898, with investment income totaling $3,989,390, while expenses amounted to $890,821 and tax expense was $793,671 [116]. - Investment income increased in 2023 compared to 2022 due to rising interest rates, while expenses rose due to due diligence costs related to potential business combinations [114][116]. Cash and Debt Position - The company had cash of $5,496 and no cash equivalents as of September 30, 2023 [119]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations, with a deferred fee of 3% of gross proceeds from the Offering, amounting to $3,450,000, payable upon closing of a Business Combination [121]. - The company has no off-balance sheet financing arrangements or obligations as of September 30, 2023 [120]. Business Combination and Compliance - The company extended the deadline to complete its initial Business Combination to November 18, 2023, with the option for further extensions [108]. - A total of 5,943,650 public shares were redeemed at approximately $10.81 per share, resulting in an aggregate redemption amount of approximately $64.2 million [110]. - The company received a notice from Nasdaq regarding non-compliance with the Minimum Total Holders Rule, requiring a plan for compliance by November 30, 2023 [112]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination [113].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $836,383, driven by investment income of $1,468,385, offset by expenses of $340,441 and tax expense of $291,561 [114]. - For the six months ended June 30, 2023, the company achieved a net income of $1,643,672, with investment income totaling $2,756,883, while expenses amounted to $561,566 and tax expense was $551,645 [116]. Cash and Debt Position - The company had $48,778 in cash and no cash equivalents as of June 30, 2023 [120]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [122]. Business Combination Efforts - The company filed a definitive proxy statement on July 28, 2023, to extend the deadline for completing a business combination from August 18, 2023, to February 18, 2024 [112]. - The company has incurred significant costs related to due diligence for a potential business combination, which has increased expenses compared to the previous year [114]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination [113]. - The company is subject to risks and uncertainties that may affect its ability to complete a business combination, including the need for stockholder approval for the extension [112]. - The company anticipates that it may not be able to complete a business combination by the current deadline, raising concerns about its ability to continue as a going concern [119]. Investment Strategy - The company has invested net proceeds from its Initial Public Offering in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk [126].

Financial Position - As of March 31, 2023, total assets amounted to $121,838,969, a slight increase from $119,474,609 as of December 31, 2022[12] - The company had cash of $150,257 at the end of the period, down from $262,756 at the beginning of the period[19] - The working capital deficit as of March 31, 2023, was $1,920,820, indicating a significant liquidity challenge[27] - As of March 31, 2023, the company had a stockholders' deficit of $4,550,477, compared to $3,229,352 as of December 31, 2022[12] - The Trust Account held $121,415,083 in marketable securities as of March 31, 2023, compared to $118,976,585 as of December 31, 2022[49] - The fair value of marketable securities held in the trust account was $121,415,083 as of March 31, 2023, compared to $118,976,585 as of December 31, 2022[56] - As of March 31, 2023, the company had $150,257 in cash and no cash equivalents[111] Income and Expenses - The company reported a net income of $807,289 for the three months ended March 31, 2023, compared to a net loss of $71,510 for the same period in 2022[14] - Total expenses for the three months ended March 31, 2023, were $221,125, up from $93,313 in the prior year, reflecting an increase of 137.5%[14] - Income earned on investments held in the Trust Account was $1,288,498 for the three months ended March 31, 2023, compared to $21,803 in the same period of 2022[14] - For the three months ended March 31, 2023, the company reported a net income of $807,289, which included investment income of $1,288,498, offset by expenses of $221,125 and tax expense of $260,084[109] Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $115,000,000, with 11,500,000 units sold at $10.00 per unit[23] - Offering costs associated with the Initial Public Offering totaled $513,352, which were charged to additional paid-in capital upon completion of the offering[50] - The company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, raising a total of $115,000,000[67] - The Sponsor purchased 520,075 Private Placement Units at a price of $10.00 per unit, totaling $5,200,750[68] Business Combination - The Company has until May 18, 2023, to complete a Business Combination, with an option to extend this deadline by up to 18 months through two separate three-month extensions[31] - The Company has raised concerns regarding its ability to continue as a going concern if it cannot complete a Business Combination by the deadline[34] - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[22] - The company has extended the period to consummate its initial Business Combination by three months, requiring a deposit of $1,150,000 into the Trust Account[75] - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational efforts and the Initial Public Offering[108] Risks and Challenges - Management is evaluating the impact of the COVID-19 pandemic, which could negatively affect the Company's financial position and operations[36] - The Company is subject to risks related to the military action in Ukraine, which may materially affect its ability to consummate a Business Combination[37] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[41] - There have been no material changes to the risk factors disclosed in previous filings, and the company continues to monitor potential risks[123] Stock and Warrants - The Class A common stock subject to possible redemption amounted to $120,594,740 as of March 31, 2023, reflecting an increase of $2,128,414 during the three months ended March 31, 2023[51] - The Company is authorized to issue 100,000,000 shares of Class A common stock, with 635,075 shares issued and outstanding as of March 31, 2023[86] - The Company has 2,875,000 shares of Class B common stock issued and outstanding as of March 31, 2023, with specific voting rights prior to the Business Combination[87] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[90] - The Company may redeem the Public Warrants if the price per share of Class A common stock equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[99] - The holders of insider shares and Private Placement Units have registration rights, allowing them to demand registration of their securities up to three times[80] Financial Controls and Compliance - The company has effective disclosure controls and procedures as of March 31, 2023, according to its management evaluation[117] - The company does not expect any recently issued accounting pronouncements to materially affect its audited financial statements[115] - There were no unrecognized tax benefits as of March 31, 2023, and December 31, 2022[61] - There were no off-balance sheet financing arrangements as of March 31, 2023, and the company has no long-term debt or liabilities[112] - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[81] - The underwriter is entitled to a deferred fee of 3.00% of the gross proceeds of the Offering, amounting to $3,450,000, payable upon closing of the Business Combination[113]