FutureTech II Acquisition Corp. Restates Financials, Discloses Control Weakness

What Happened

• FutureTech II Acquisition Corp. filed an 8-K (July 8, 2026) stating that several previously issued financial statements and related periodic reports contain errors and must be restated. Affected periods include the unaudited interim financials for three and nine months ended September 30, 2024; the audited financials for year ended December 31, 2024; and interim financials for March 31, 2025 and June 30, 2025. The company concluded its Q-3 2024 10-Q (filed Jan 28, 2025), 2024 Form 10-K (filed Apr 9, 2025), and 10-Qs for Q1 and Q2 2025 (filed May 15, 2025 and Aug 22, 2025) should no longer be relied upon. Management is determining the specific revisions and will restate and then amend those periodic reports.

Key Details

• Restatements will affect earnings per share and tax-related amounts and will adjust common stock subject to redemption; additional adjustments (including amounts due to the trust from the sponsor) are possible as review continues.
• Company plans to amend: Q-3 2024 Form 10-Q in the to-be-filed 10-Q for the quarter ended Sept 30, 2025, and the 2024 Form 10-K, Q1 and Q2 2025 10-Qs in its Form 10-K for year ended Dec 31, 2025.
• Management determined disclosure controls and procedures were not effective as of Dec 31, 2024 and Dec 31, 2025, identifying a material weakness in internal control over financial reporting (period-end processes, reconciliations, journal entry review/approval).
• Remediation steps underway: engaged a new external advisor to insource accounting/finance functions; implementing additional QuickBooks Online modules/controls; planning to add program management, accounting and finance resources and document policies and controls.

Why It Matters

• For investors, this means previously reported quarterly and annual results for 2024–mid‑2025 are unreliable until restated; key metrics such as EPS and redemption amounts may change. The material weakness raises the risk of further reporting errors and could lead to delays in filings, additional audit scrutiny, and short-term uncertainty in financial transparency. The company has started remediation but has not yet completed the restatements or amended filings.