FutureTech II Acquisition Corp. 8-K

What Happened

• On March 4, 2026 FutureTech II Acquisition Corp. entered into an engagement letter with D. Boral Capital, LLC to serve as the Company's sole and exclusive financial advisor in connection with the announced De‑SPAC business combination with Longevity Biomedical, Inc. (the Business Combination) (S‑4 dated Feb 14, 2025).
• On the same date FutureTech, Longevity and D. Boral executed a corrected promissory note (the Corrected D. Boral Note) to fix an omission in the original note: the $1,475,000 principal payment obligation is expressly subject to and contingent upon the Closing of the Business Combination. The error was identified while preparing financial statements for the year ended December 31, 2025.

Key Details

• Engagement date: March 4, 2026. Engagement gives D. Boral an irrevocable right of first refusal for 36 months following Closing to act as sole investment banker, sole book‑runner, sole placement agent, or exclusive financial advisor on future equity/debt financings or certain transactions.
• Deferred underwriting commission originally totaled $3,450,000 under the IPO underwriting agreement. Under the previously disclosed Discharge Agreement, D. Boral agreed to accept at Closing: $500,000 cash; a $1,475,000 promissory note; and 147,500 shares at $10.00/share (valued at $1,475,000).
• The Corrected D. Boral Note (filed as Exhibit 10.2) now expressly conditions the $1,475,000 promissory obligation on the consummation (Closing) of the Business Combination. Engagement Letter is filed as Exhibit 10.1.

Why It Matters

• The engagement formalizes D. Boral’s role as exclusive financial advisor for the Longevity De‑SPAC and gives it preferential rights to lead or participate in future financings or transactions involving the Company for three years after Closing, which is a material commercial term for future capital-raising and strategic activity.
• The corrected promissory note clarifies that FutureTech’s $1.475M cash obligation (as part of the deferred commission settlement) only arises if the Business Combination closes, removing ambiguity and ensuring the company’s financial statements reflect the contingent nature of that obligation.