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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) |
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 |
