false
0001889450
0001889450
2026-06-30
2026-06-30
0001889450
us-gaap:CommonStockMember
2026-06-30
2026-06-30
0001889450
FTII:WarrantsMember
2026-06-30
2026-06-30
0001889450
FTII:UnitsMember
2026-06-30
2026-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 30, 2026
Date
of Report (Date of earliest event reported)
FutureTech
II Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41289 |
|
87-2551539 |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
128
Gail Drive
New
Rochelle, NY |
|
10805 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (914) 316-4805
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
FTII |
|
None |
| Warrants |
|
FTIIW |
|
None |
| Units |
|
FTIIU |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.
The
Board of Directors (the “Board”) of FutureTech II Acquisition Corp. (the “Company”), after discussion with the
Company’s management, concluded (i) the Company’s previously issued unaudited interim financial statements for the for three and nine months
ended September 30, 2024 (the “Q-3 FS”), (ii) the Company’s previously issued audited financial statements for
the year ended December 31, 2024 (the “2024 Audit”), (iii) the Company’s previously issued unaudited interim
financial statements for three months ended March 31, 2025 (the “Q-1 FS”), and (iv) the Company’s previously
issued unaudited interim financial statements for three and six months ended June 30, 2025 (the “Q-2 FS” and collectively
with the Q-3 FS, the 2024 Audit and the Q-1 FS the “Original Financial Statements”), contain certain errors and misstatements
that must be corrected and that the Original Financial Statements must be restated.
Specifically,
the restatement for the Q-3 FS will include, but is not limited to, adjustments related to the following: (i) earnings per share, (ii)
common stock subject to redemption as of each period was adjusted due to the required tax adjustments, and (iii) there could be some
additional adjustments depending on our continuing review of the financial statements. The restatement for the 2024 Audit will include,
but is not limited to, adjustments related to the following: (i) earnings per share, (ii) adjustments to the tax amounts due, (iii) common
stock subject to redemption as of each period was adjusted due to the required tax adjustments, and (iv) there could be some additional
adjustments depending on our continuing review of the financial statements. The restatement of the Q-1 FS and the Q-2 FS will include,
but is not limited to, adjustments related to the following: (i) adjustments resulting from the restatement of the 2024 Audit, as mentioned
above, (ii) adjustments for amounts due to the trust from the sponsor, and (iii) there could be some additional adjustments depending
on our continuing review of the financial statements.
Management
is currently working to determine the specific revisions and modifications required to be made to the Original Financial Statements in
connection with the restatement of the Original Financial Statements. Once management determines the specific revisions and modifications
that are required to be made to the Original Financial Statements, the Company will then proceed to restate the Original Financial Statements.
The
Board also concluded (i) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 as filed with
the U.S. Securities and Exchange Commission the (“SEC”) on January 28, 2025 (the “Q-3 Form 10-Q”); (ii) the
Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 9, 2025 (the “2024
Form 10-K”); (iii) the Company’s Quarterly Report for three months ended March 31, 2025 on Form 10-Q as filed with
the SEC on May 15, 2025 (“Q-1 Form 10-Q”); and (iv) the Company’s Quarterly Report for three and six months
ended June 30, 2025 on Form 10-Q as filed with the SEC on August 22, 2025 (“Q-2 Form 10-Q” and collectively with the Q-3
Form 10-Q, the 2024 Form 10-K and the Q-1 Form 10-Q the “Original Periodic Reports”), should no longer
be relied upon due to certain errors and misstatements contained in the Original Financial Statements. Additionally, any reports,
related earnings releases, investor presentations or similar communications of the Company’s that contain the Original Financial
Statements should no longer be relied upon due to certain errors and misstatements contained in the Original Financial Statements.
Once
management of the Company has completed the restatements of the Original Financial Statements, the Company will then proceed to appropriately
amend the Original Periodic Reports. The Company intends to correct the errors referenced above in the Original Periodic Reports by amending
the Q-3 Form 10-Q in the to be filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and by amending the 2024
Form 10-K, the Q-1 Form 10-Q and the Q-2 Form 10-Q in the Company’s Form 10-K for the year ended December 31, 2025, as promptly
as possible.
The
Company’s management has determined that the Company’s disclosure controls and procedures were not effective as of December
31, 2025 and December 31, 2024. Specifically, a material weakness exists in the Company internal control over financial reporting related
to ineffective controls over period end financial disclosure and reporting processes, including not timely performing certain reconciliations
and the completeness and accuracy of those reconciliations, and lack of effectiveness of controls over accurate accounting and financial
reporting and reviewing the underlying financial statement elements, and recording incorrect journal entries that also did not have sufficient
review and approval.
The
Company has begun to design and implement certain remediation measures to address the above-described material weakness and enhance our
internal control over financial reporting. The Company is taking the following actions to improve the design and operating effectiveness
of our internal control in order to remediate this material weakness:
| ● | Engagement
of a new external advisor as our insource accounting and finance functions; and |
| | | |
| ● | Implement
additional modules and controls in Quickbooks Online software to strengthen our ability to
keep records of its accounting and financial information |
Our
remediation efforts are ongoing and we will continue our initiatives to consider additional skilled resources in program management,
accounting, and finance related functions and to expand the effort to implement and document policies, procedures, and internal controls.
The Company’s remediation plan with respect to the such material weakness will be described in more detail in the Company’s
Annual Report on Form 10-K for year ended December 31, 2025, which the Company plans to file as promptly as possible.
The
Company’s management and the Audit Committee have discussed with CBIZ CPAs P.C., the Company’s independent registered public
accounting firm, the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect
to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions
to the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking
statements. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FUTURETECH
II ACQUISITION CORP. |
| Dated:
July 8, 2026 |
|
|
| |
By: |
/s/
Ray Chen |
| |
Name: |
Ray
Chen |
| |
Title: |
Chief
Executive Officer |
