Auditor exit at FutureTech II (FTII) and disclosed going concern

Rhea-AI Filing Summary

FutureTech II Acquisition Corp. disclosed that its independent auditor, Adeptus Partners LLC, resigned effective January 12, 2026, ending a relationship that began in 2021. Adeptus’ most recent audit report on the company’s December 31, 2024 financial statements was clean overall but included an explanatory paragraph raising substantial doubt about FutureTech II’s ability to continue as a going concern. The company also notes that Adeptus had previously reported material weaknesses in disclosure controls and procedures and in internal control over financial reporting for the fiscal years ended December 31, 2024 and December 31, 2023, as described in its prior annual reports. FutureTech II states there were no disagreements with Adeptus on accounting, disclosure, or audit scope matters, and it has filed Adeptus’ letter to the SEC confirming its views as an exhibit.

Positive

• None.

Negative

• Adeptus Partners LLC resigned as FutureTech II’s independent registered public accounting firm effective January 12, 2026, ending a multi-year engagement.
• The most recent audit report on December 31, 2024 financials included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.
• Adeptus previously reported material weaknesses in disclosure controls and internal control over financial reporting for fiscal years ended 2024 and 2023.

Insights

Accounting & Governance Analyst

Auditor resignation with going concern and control weaknesses is a clear governance risk.

Adeptus Partners LLC resigned as auditor of FutureTech II Acquisition Corp. effective January 12, 2026, ending its engagement that started in October 2021. The most recent audit report on the December 31, 2024 financial statements was unqualified but highlighted substantial doubt about the company’s ability to continue as a going concern.

The company also acknowledges that Adeptus had communicated material weaknesses in disclosure controls and procedures, and in internal control over financial reporting, for fiscal years ended 2024 and 2023. These weaknesses were described in the company’s annual reports and indicate that financial reporting processes have not been operating effectively.

FutureTech II states there were no disagreements with Adeptus on accounting principles, disclosures, or audit scope, and it has obtained a letter from Adeptus filed as an exhibit confirming its perspective. Overall, the combination of an auditor resignation, going concern language, and unresolved control weaknesses represents a negative signal for financial reporting reliability.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

January 12, 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
Rights		FTIIW
Units		FTIIU

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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On January 12, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of FutureTech II Acquisition, Corp. (the “Company”) received an email from Adeptus Partners LLC, the Company’s independent registered public accounting firm (“Adeptus”) informing the Audit Committee that Adeptus was resigning as the Company’s independent registered public accounting firm effective as of January 12, 2026. Adeptus had served as the Company’s independent registered public accounting firm since October 7, 2021.

Adeptus’ audit report on the Company’s financial statements as of December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

During the period October 7, 2021 and January 12, 2026: (1) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Adeptus on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Adeptus, would have caused Adeptus to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (2) except as set forth below there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through August 22, 2025, the only “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) were Adeptus’ communications to the Company of the material weakness in disclosure controls and procedures discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), and the material weakness over financial reporting disclosed in the 2024 Form 10-K and the 2023 Form 10-K. Descriptions of the foregoing material weaknesses in Part II, Item 9A “Controls and Procedures” in the 2024 Form 10-K and the 2023 Form 10-K are incorporated herein by reference.

The Company provided Adeptus with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Adeptus furnish the Company with a letter addressed to the SEC stating whether Adeptus agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which Adeptus does not agree with such statements. A copy of the letter from Adeptus is filed as Exhibit 16.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
16.1		Letter from Adeptus Partners LLC, dated January 16, 2026
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

2

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: January 16, 2026
	By:	/s/ Ray Chen
	Name:	Ray Chen
	Title:	Chief Executive Officer

3

FAQ

What did FutureTech II Acquisition Corp. (FTII) report in this 8-K?

FutureTech II Acquisition Corp. reported that its independent auditor, Adeptus Partners LLC, resigned effective January 12, 2026, and highlighted prior auditor comments on going concern and control weaknesses.

Why is Adeptus Partners LLC’s resignation from FTII significant?

Adeptus had been FutureTech II’s independent registered public accounting firm since October 7, 2021. Its resignation, combined with past going concern language and material weaknesses, raises governance and reporting concerns.

Did Adeptus’ audit report for FutureTech II include a going concern warning?

Yes. Adeptus’ audit report on FutureTech II’s December 31, 2024 financial statements was unqualified but included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern.

Were there disagreements between FutureTech II (FTII) and Adeptus on accounting or audit matters?

The company states that between October 7, 2021 and January 12, 2026 there were no disagreements with Adeptus on accounting principles, financial statement disclosure, or audit scope or procedures.

What internal control issues did FutureTech II disclose in relation to Adeptus’ work?

For fiscal years ended December 31, 2024 and December 31, 2023, Adeptus communicated material weaknesses in disclosure controls and procedures and in internal control over financial reporting, as described in the company’s Form 10-K filings.

What additional document from Adeptus did FutureTech II file with this 8-K?

FutureTech II filed as Exhibit 16.1 a letter from Adeptus Partners LLC dated January 16, 2026, addressed to the SEC, stating whether Adeptus agrees with the company’s statements in the report.