Ray Chen

About Ray Chen

Ray Chen, 59, is Chief Executive Officer, Chief Financial Officer, and a Director of FutureTech II Acquisition Corp. (FTII) since August 2023; he also signs as Chairman of the Board on company proxy materials . He attended business and marketing courses at Cleveland State University (1991–1995) and has extensive SPAC operating and finance experience including CFO at Goldenstone Acquisition Ltd. (since March 2021), COO roles at Goldenbridge Acquisition Limited and Wealthbridge Acquisition Limited, and post-merger IR responsibilities at Scienjoy Inc.; prior roles include CEO positions in film production firms and leadership roles in aviation sales and consulting . FTII is a blank check company with no operating revenues; traditional operating metrics like revenue, EBITDA growth, or TSR versus benchmarks are not applicable pre-business combination; FTII’s securities were suspended from Nasdaq on Feb 26, 2025 and moved to OTC, reflecting market structure headwinds rather than operating performance .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• No incentive pay (RSUs, PSUs, options) disclosed for executive officers prior to business combination; compensation to be determined post-close by independent directors/compensation committee .
• Clawback policy adopted Nov 27, 2023 covers recovery of excess incentive compensation upon any “Big R” or “little r” restatement; applies to executive officers and stock-price/TSR-based awards using reasonable estimates .

Equity Ownership & Alignment

Alignment and restrictions:

• Founder shares (now non-redeemable Class A) are subject to lock-up until the earlier of one year post-business combination or when the stock closes at ≥$12 for any 20 trading days within a 30-day period (or earlier upon certain transactions); this implies potential selling pressure once price thresholds are met .
• No disclosure of pledging/hedging policies beyond general Code of Ethics; Clawback policy is in place .

Employment Terms

Board Governance

• Board role: Ray Chen signs as Chairman; serves concurrently as CEO and CFO, concentrating authority at the top .
• Committees: Audit Committee (Members: Neil Bush, Jeffrey Moseley; Chair: Jonathan McKeage); Compensation Committee (Members: Jonathan McKeage, Jeffrey Moseley; Chair: Jeffrey Moseley). Chen is not listed as a member of either committee .
• Committee independence: Audit and Compensation committees comprised solely of independent directors per Nasdaq and SEC rules .
• Section 16 compliance: Late Form 3 noted for Ray Chen .
• Board meeting attendance rate, executive sessions, Lead Independent Director: not disclosed .

Related Party & Financing Considerations

• Founder shares: 2,875,000 Class B issued to Sponsor for $25,000, later converted to non-redeemable Class A; transfer restrictions apply .
• Extension loans: Monthly extension deposits into Trust Account funded via promissory notes from Sponsor; $3.813 million outstanding as of July 18, 2025 .
• Working capital loans: Up to $1.5 million available; $412,257 outstanding as of Dec 31, 2024 .
• Administrative support fee: $10,000/month to sponsor affiliate .

Performance & Track Record

• FTII Merger Agreement signed with Longevity Biomedical on Sep 16, 2024; S-4 filed Feb 14, 2025; closing contingent on Nasdaq listing of combined company and other conditions .
• Extensions and redemptions: Multiple monthly extension deposits (2023–2025) and reductions in Trust due to redemptions; Trust ~$9.95M as of July 11, 2025 with estimated redemption price ~$12.53/share after taxes .
• Listing status: Nasdaq delisted FTII for SPAC 36‑month rule; securities trade OTC as FTII/FTIIU/FTIIW since Feb 26, 2025 .
• Legal proceedings: None disclosed .

Compensation Committee Analysis

• The Compensation Committee may retain independent compensation consultants and is responsible for implementing incentive and equity plans post-business combination; pre-close, no officer compensation other than administrative fees to affiliate .
• No say-on-pay history applicable pre-business combination; no disclosed peer group benchmarking yet .

Risk Indicators & Red Flags

• Governance concentration: Combined CEO, CFO, and Chairman roles; significant sponsor control (69.1% ownership) influence outcomes of shareholder votes .
• Market/trading risk: OTC quotation and potential “penny stock” treatment reduce liquidity and can impact the attractiveness of the vehicle and combined company listing prospects .
• Compliance risks: Late Section 16 filings; extensive extension financing reliance; potential CFIUS sensitivities noted in filings (sponsor control now U.S. person) .

Investment Implications

• Incentive alignment: Chen’s 380,000-share stake (8.9%) plus lock-up constraints tie his economics to successful business combination and post-merger price performance; however, sponsor’s 69.1% stake dominates governance, which can both facilitate transactions and raise minority shareholder protection concerns .
• Governance risk: Dual CEO/CFO/Chairman roles may reduce checks and balances; reliance on independent audit/compensation committees partially mitigates this but investors should monitor post-merger board structure and independence .
• Liquidity and execution: OTC trading and “penny stock” risk could pressure valuations and create selling pressure upon lock-up release thresholds; de-listing heightens execution risk for closing with Longevity given Nasdaq listing is a condition to close .
• Compensation risk: No severance or pre-close cash comp; post-merger comp will be set by independent directors with an SEC-compliant clawback policy in place—positive for pay-for-performance governance if implemented with robust metrics tied to financial reporting measures .