03/10/2026 | Press release | Distributed by Public on 03/10/2026 06:31
Item 1.01. Entry into a Material Definitive Agreement.
Financial Advisory Engagement Letter
On March 4, 2026, FutureTech II Acquisition Corp. ("FutureTech" or the "Company") entered into an engagement letter (the "Engagement Letter") with D. Boral Capital, LLC ("D. Boral") pursuant to which both parties agreed that D. Boral will serve as the Company's sole and exclusive financial advisor in connection with a De-SPAC business combination between Longevity Biomedical, Inc. ("Longevity") and the Company (the "Business Combination") announced in the Form S-4 registration statement dated February 14, 2025. The Engagement Letter provides that in exchange for the financial advisory services to be rendered by D. Boral, the Company shall provide D. Boral, during the term of the Engagement Letter and for the thirty six (36) month period following the Closing of the Business Combination, an irrevocable right of first refusal to act as sole investment banker, sole book-runner, and/or sole placement agent, at D. Boral's sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, including, a forward purchase arrangement or similar type of equity line financing, or to act as exclusive financial advisor, at D. Boral's sole discretion, in connection with any merger, acquisition or sale of stock or assets (in which the Company may be the acquiring or the acquired entity), joint-venture, strategic alliance or other similar transaction.
The foregoing description of the Engagement Letter is qualified in its entirety by reference to the full text of the Engagement Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Corrected Promissory Note
As previously disclosed on February 4, 2025, FutureTech and Longevity executed a Satisfaction and Discharge of Indebtedness (the "Discharge Agreement") in connection with the Underwriting Agreement dated February 15, 2022 between the Company and D. Boral Capital LLC f/k/a EF Hutton LLC, division of Benchmark Investments, LLC ("D. Boral"), the underwriter of the Company's Initial Public Offering ("IPO").
Pursuant to the Underwriting Agreement in relation to the IPO, upon the completion of an initial business combination, D. Boral is entitled to a deferred underwriting commission of $3,450,000 ("Deferred Commission"). The Discharge Agreement, provided that instead of receiving the full Deferred Commission in cash at the closing of the Business Combination (the "Closing"), D. Boral will accept (1) $500,000 in cash at the time of the Closing; (2) a $1,475,000 promissory note executed by FutureTech and Longevity ("D. Boral Note") in which FutureTech is obligated to pay D. Boral in the principal amount of the D. Boral Note in cash by the maturity date provided the Closing occured; and (3) 147,500 shares of the Company's common stock, which when multiplied by the $10.00 per share price agreed to between the parties equals $1,475,000 and which shall be issued and delivered to D. Boral at the Closing. The Discharge Agreement and D. Boral Note have no effect unless the Business Combination between FutureTech and Longevity is consummated. See Company's Current Report on Form 8-K filed on February 11, 2025.
In connection with preparing the Company's financial statements for the year ended December 31, 2025, the Company observed that the D. Boral Note contained a mistake in that the D. Boral Note omitted to contain a provision that the Company's obligation to pay the principal amount of $1,475,000 of the D. Boral Note was subject to and contingent upon the Closing of the Business Combination. On March 4, 2026, the Company, Longevity and D. Boral corrected the mistake by executing a corrected promissory Note in the principal amount of $1,475,000 (the "Corrected D. Boral Note"). The Corrected D. Boral Note includes a provision that the Company's obligation to pay the principal amount of $1,475,000 of the D. Boral Note is subject to and contingent upon the Closing of the Business Combination.
The foregoing description of the Corrected D. Boral Note is qualified in its entirety by reference to the full text of the Corrected D. Boral Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.