FutureTech II Acquisition (FTII) - 2025 Q2 - Quarterly Report

Company Information & Filing Details This section details the company's filing status, type, and current trading information Filing Information 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][5][6] - Filing period: Quarter ended June 30, 2025[2] - Trading status: Trading on Nasdaq suspended February 26, 2025; currently trading Over-the-Counter (OTC) under symbols "FTII," "FTIIU," and "FTIIW"[4] - Class A common stock outstanding: Approximately 4,289,961 shares as of August 18, 2025[6] FORWARD-LOOKING STATEMENTS This section outlines forward-looking statements, particularly regarding the proposed business combination Forward-Looking Statements Overview 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] - 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][13] - Disclaimer: The company has no obligation to update or revise any forward-looking statements unless required by applicable securities law[12] PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed financial statements and management's discussion and analysis Item 1. Interim Financial Statements 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] - Nature: Unaudited interim financial information[8] Condensed Balance Sheets 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 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 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: $(370,320)[17][19][64] Unaudited Condensed Statements of Cash Flows For the six months ended June 30, 2025, net cash increased from investing activities, offsetting operating and financing usage Net Change in Cash | Period | June 30, 2025 ($) | 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 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 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] - Operating status: Has not commenced operations; non-operating interest income from trust account[26] - Initial Public Offering (IPO): Completed February 18, 2022, raising $115,000,000 through the issuance of 11,500,000 units[27] - Trust account: Initially deposited $117,300,000; funds currently held in interest-bearing demand deposits[29] Working Capital Deficit | Date | Amount ($) | | :--- | :--- | | 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][43] - Business combination target: Proposed merger with Longevity Biomedical, Inc[35][36] - 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][48] - Risks: COVID-19 pandemic, geopolitical conflicts (Ukraine, Middle East), and the 1% excise tax on stock repurchases under the Inflation Reduction Act[44][45][46] Note 2 - Summary of Significant Accounting Policies 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] - Emerging Growth Company: Elected not to opt out of the extended transition period for new accounting standards[52][54] - Trust account investments: Funds held in interest-bearing demand deposits after 24 months from IPO registration statement effectiveness[61] - Redeemable Class A common stock: Classified as temporary equity due to redemption rights outside the company's control[64] - Warrant instruments: Public and private placement warrants meet equity classification criteria[67] - Fair value hierarchy: Interest-bearing demand deposits in the trust account are classified as Level 1[70] - Income taxes: ASC Topic 740 applies; no unrecognized tax benefits or accrued interest/penalties as of June 30, 2025[72][73] - 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][79] Note 3 - Public Offering 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] - Price per unit: $10.00[81] - Gross proceeds: $115,000,000[27] - Unit composition: One share of Class A common stock and one redeemable warrant[81] Note 4 - Private Placement 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][82] - Price per unit: $10.00[28][82] - Gross proceeds: $5,200,750[28][82] - Purchaser: FutureTech Partners II LLC (the Sponsor)[28][82] - Warrant condition: Private placement warrants will expire if a business combination is not completed[83] Note 5 - Related Party Transactions 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][87] - 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] - 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][91][92][99][100] - 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][102][103] - 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][109] - Administrative support agreement: Monthly payment of $10,000 to the Sponsor for office space, utilities, and secretarial administrative support[110] Note 6 - Commitments and Contingencies 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] - 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][117] - 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][119] - 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][121] Note 7 - Stockholders' Deficit 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] - 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] - 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][126][127] - 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 $18.00 for 20 trading days within a 30-trading day period. Private placement warrants are identical to public warrants. Warrants are contingently exercisable; not included in diluted EPS until conditions are met[68][129][133][135][137] Note 8 - Fair Value Measurements The company uses a three-level hierarchy for fair value measurements, with trust account deposits classified as Level 1 - Fair value hierarchy: GAAP establishes a three-level hierarchy (Level 1, Level 2, Level 3)[70] - Level 1 assets: Interest-bearing demand deposits in the trust account[70] Level 1 Asset Value | Date | Amount ($) | | :--- | :--- | | June 30, 2025 | 9,133,890 | | December 31, 2024 | 26,447,350 | Note 9 - Segment Information The company operates as a single operating segment, with the CODM reviewing overall operating results and costs - Operating segment: Single operating segment[139] - Chief Operating Decision Maker (CODM): Chief Executive Officer[139] - Key metrics reviewed by CODM: Interest income earned in the trust account and formation and operating costs[140][141] 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 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][215][225] - 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][216][217][218][219][220][222] - Waiver Agreement with Aegeria: Company agreed to Longevity waiving Aegeria's restriction on soliciting alternative acquisition proposals[147][223] - 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][149][225][226] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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][165] - 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] - Nasdaq delisting: Securities delisted from Nasdaq on February 26, 2025, for failure to complete a business combination within 36 months; currently trading OTC[184][185] - Liquidity: Working capital deficit of $5,484,501 as of June 30, 2025[40] 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] - Purpose: To effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination[152] - Operating status: Has not commenced operations; expects to incur significant costs in pursuit of an initial business combination[153] Extension of Combination Period and Extension Loans 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][155][158][161] - 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][158][162] - 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][158][159] - Extension loans outstanding: $3,537,744 as of June 30, 2025[164] - 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][225] Business Combination; Merger Agreement with Longevity Biomedical Inc. 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] - Amended Merger Agreement date: August 6, 2025[216] - Target company: Longevity Biomedical, Inc[165] - 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][217][222] - Post-merger: PubCo (Longevity Biomedical, Inc.) is expected to list on Nasdaq under "LBIO"[166][217] - Support agreements: Longevity's sole stockholder and the Sponsor have entered into voting and support agreements[167][168] PIPE Subscription Agreement The company entered a PIPE subscription agreement for 1,000,000 Class A common shares at $5.00 each - Investor: Yuantian Zhang[170] - Subscribed shares: 1,000,000 shares of Class A common stock[170] - Purchase price: $5.00 per share[170] - Condition: Closing is contingent upon the concurrent closing of the business combination with Longevity[170] - 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] Sponsor Working Capital Loans The sponsor agreed to provide up to $1,500,000 in non-interest bearing working capital loans - Lender: The Sponsor[174] - Maximum loan amount: Up to $1,500,000[174] - Interest: Non-interest bearing[174] - Repayment/Conversion: Repayable upon business combination completion or convertible into private placement units at $10.00 per unit at the lender's discretion[174] - Outstanding amount (June 30, 2025): $823,302[174] Class B Common Stock 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] - Effective date: February 4, 2025[175] - Post-conversion status: Converted shares remain founder shares, non-redeemable, and subject to transfer restrictions[175] - Outstanding shares (Class B): Zero as of the filing date[175] Compliance with Nasdaq Listing Standards 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] - 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] - 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] - Delisting date: Securities suspended from trading on Nasdaq on February 26, 2025[185] - Current trading: Over-the-Counter (OTC) under symbols "FTII," "FTIIU," and "FTIIW"[185] - Future intent: Intends to apply for Nasdaq listing for the combined company post-business combination[186] Recent Developments (Zero Interest Convertible Notes) On April 7, 2025, the company issued $1,025,000 in zero-interest convertible notes to investors - Issuance date: April 7, 2025[187] - Total principal amount: $1,025,000[187] - Interest rate: Zero interest, unless extended past September 30, 2025, then 5% per annum[187] - Conversion: Convertible into shares at $4.00 (first 30 days) or lowest closing price (thereafter) upon or after business combination completion[188] - Investor waiver: Investors waived their rights to the trust account[189] Results of Operations The company, a SPAC, reported net losses for Q2 2025 due to decreased interest income and increased expenses - Operating revenues: Zero to date[191] Net Income (Loss) | Period | June 30, 2025 ($) | 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] Liquidity and Capital Resources 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] - Working capital deficit: $5,484,501 as of June 30, 2025[40] - Cash balance: $160,723 as of June 30, 2025[195] Cash Flow from Operating Activities (Six Months) | Period | June 30, 2025 ($) | 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 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] Contractual Obligations 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] - 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 $1,475,000), contingent on business combination[202] Critical Accounting Policies This section reiterates the company's critical accounting policies, including estimates and redeemable Class A common stock - Key policies: Use of estimates, accounting for Class A common stock subject to possible redemption, net income (loss) per share calculation, and recent accounting pronouncements[203] Use of Estimates Financial statement preparation requires management to make significant estimates and assumptions - Nature: Requires significant judgment by management[205] - Impact: Affects reported amounts of assets, liabilities, contingent disclosures, revenues, and expenses[204] - Risk: Actual results could differ materially from these estimates[205] Class A Common Stock Subject to Possible Redemption Redeemable Class A common stock is classified as temporary equity due to redemption rights outside company control - Classification: Temporary equity[206] - Reason: Redemption rights are outside the company's control and contingent on uncertain future events[206] Value | Date | Amount ($) | | :--- | :--- | | 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 $343,638 adjustment for estimated vs. actual redemption differences[206] Net Income (Loss) Per Share Net income (loss) per share is calculated using the two-class method, with diluted EPS matching basic - Calculation method: Two-class method[209] - Diluted EPS: Same as basic EPS because warrants are contingently exercisable and conditions have not been met[209] Basic and Diluted Net Income (Loss) Per Share of Redeemable Common Stock | Period | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | Three Months | (0.19) | (0.21) | | Six Months | (0.04) | (0.06) | Recent Accounting Standards 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] - Other standards: Other issued but not yet effective standards are not expected to have a material impact[213] Subsequent Events 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][225] - 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][217][218][219][220][222] - Waiver Agreement with Aegeria: Company agreed to Longevity waiving Aegeria's restriction on soliciting alternative acquisition proposals[223] - 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][226] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures Company management deemed its disclosure controls and procedures ineffective as of June 30, 2025 - Disclosure controls effectiveness: Ineffective as of June 30, 2025[229] - 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] - Remediation efforts: Improving processes for identifying and evaluating complex accounting transactions, and assessing accounting and financial reporting personnel needs[233] - 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] PART II – OTHER INFORMATION This section covers other required disclosures, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings The company reports no legal proceedings - Status: None[238] Item 1A. Risk Factors 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] - Reference: Refer to previous SEC filings (e.g., final prospectus, 10-K, Form S-4) for detailed risk factors[238] - Changes: No material changes to previously disclosed risk factors[238] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities The company reports no unregistered sales of equity securities, no changes in IPO proceeds use - Status: None[239] - Use of proceeds: No material changes in the planned use of IPO proceeds[239] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - Status: None[240] Item 4. Mine Safety Disclosures This item is not applicable to the company - Status: Not applicable[240] Item 5. Other Information The company reports no other information - Status: None[240] Item 6. Exhibits 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] - Incorporation by reference: Many exhibits are incorporated by reference from prior SEC filings[244][245]