{"url_path":"/sec/cik-0001889450/8-k/2026-07-08/item-4-02","section_key":"item-4-02","section_title":"Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1889450/0001493152-26-032525-index.html","accession_number":"0001493152-26-032525","cik":"0001889450","ticker":null,"issuer_name":"FutureTech II Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1889450/0001493152-26-032525-index.html","primary_entity_key":"0001889450","primary_entity_name":"FutureTech II Acquisition Corp."},"word_count":1281,"has_tables":true,"body_markdown":"**Item\n4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Reports.**\n\n \n\nThe\nBoard of Directors (the “Board”) of FutureTech II Acquisition Corp. (the “Company”), after discussion with the\nCompany’s management, concluded (i) the Company’s previously issued unaudited interim financial statements for the for three and nine months\nended September 30, 2024 (the “Q-3 FS”), (ii) the Company’s previously issued audited financial statements for\nthe year ended December 31, 2024 (the “2024 Audit”), (iii) the Company’s previously issued unaudited interim\nfinancial statements for three months ended March 31, 2025 (the “Q-1 FS”), and (iv) the Company’s previously\nissued unaudited interim financial statements for three and six months ended June 30, 2025 (the “Q-2 FS” and collectively\nwith the Q-3 FS, the 2024 Audit and the Q-1 FS the “Original Financial Statements”), contain certain errors and misstatements\nthat must be corrected and that the Original Financial Statements must be restated.\n\n \n\nSpecifically,\nthe restatement for the Q-3 FS will include, but is not limited to, adjustments related to the following: (i) earnings per share, (ii)\ncommon stock subject to redemption as of each period was adjusted due to the required tax adjustments, and (iii) there could be some\nadditional adjustments depending on our continuing review of the financial statements. The restatement for the 2024 Audit will include,\nbut is not limited to, adjustments related to the following: (i) earnings per share, (ii) adjustments to the tax amounts due, (iii) common\nstock subject to redemption as of each period was adjusted due to the required tax adjustments, and (iv) there could be some additional\nadjustments depending on our continuing review of the financial statements. The restatement of the Q-1 FS and the Q-2 FS will include,\nbut is not limited to, adjustments related to the following: (i) adjustments resulting from the restatement of the 2024 Audit, as mentioned\nabove, (ii) adjustments for amounts due to the trust from the sponsor, and (iii) there could be some additional adjustments depending\non our continuing review of the financial statements.\n\n \n\nManagement\nis currently working to determine the specific revisions and modifications required to be made to the Original Financial Statements in\nconnection with the restatement of the Original Financial Statements. Once management determines the specific revisions and modifications\nthat are required to be made to the Original Financial Statements, the Company will then proceed to restate the Original Financial Statements.\n\n \n\nThe\nBoard also concluded (i) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 as filed with\nthe U.S. Securities and Exchange Commission the (“SEC”) on January 28, 2025 (the “Q-3 Form 10-Q”); (ii) the\nCompany’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\nForm 10-K”); (iii) the Company’s Quarterly Report for three months ended March 31, 2025 on Form 10-Q as filed with\nthe SEC on May 15, 2025 (“Q-1 Form 10-Q”); and (iv) the Company’s Quarterly Report for three and six months\nended 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\nForm 10-Q, the 2024 Form 10-K and the Q-1 Form 10-Q the “Original Periodic Reports”), should no longer\nbe relied upon due to certain errors and misstatements contained in the Original Financial Statements. Additionally, any reports,\nrelated earnings releases, investor presentations or similar communications of the Company’s that contain the Original Financial\nStatements should no longer be relied upon due to certain errors and misstatements contained in the Original Financial Statements.\n\n \n\nOnce\nmanagement of the Company has completed the restatements of the Original Financial Statements, the Company will then proceed to appropriately\namend the Original Periodic Reports. The Company intends to correct the errors referenced above in the Original Periodic Reports by amending\nthe 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\nForm 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\nas possible.\n\n \n\nThe\nCompany’s management has determined that the Company’s disclosure controls and procedures were not effective as of December\n31, 2025 and December 31, 2024. Specifically, a material weakness exists in the Company internal control over financial reporting related\nto ineffective controls over period end financial disclosure and reporting processes, including not timely performing certain reconciliations\nand the completeness and accuracy of those reconciliations, and lack of effectiveness of controls over accurate accounting and financial\nreporting and reviewing the underlying financial statement elements, and recording incorrect journal entries that also did not have sufficient\nreview and approval.\n\n \n\nThe\nCompany has begun to design and implement certain remediation measures to address the above-described material weakness and enhance our\ninternal control over financial reporting. The Company is taking the following actions to improve the design and operating effectiveness\nof our internal control in order to remediate this material weakness:\n\n \n\n●Engagement\nof a new external advisor as our insource accounting and finance functions; and\n\n   \n\n●Implement\nadditional modules and controls in Quickbooks Online software to strengthen our ability to\nkeep records of its accounting and financial information\n\n \n\nOur\nremediation efforts are ongoing and we will continue our initiatives to consider additional skilled resources in program management,\naccounting, and finance related functions and to expand the effort to implement and document policies, procedures, and internal controls.\nThe Company’s remediation plan with respect to the such material weakness will be described in more detail in the Company’s\nAnnual Report on Form 10-K for year ended December 31, 2025, which the Company plans to file as promptly as possible.\n\n \n\nThe\nCompany’s management and the Audit Committee have discussed with CBIZ CPAs P.C., the Company’s independent registered public\naccounting firm, the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis press release includes “forward-looking\nstatements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform\nAct of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you\nshould not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”\n“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”\n“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”\n“continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such\nforward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect\nto future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions\nto the proposed business combination, and the timing of the completion of the proposed business combination. These forward-looking statements\ninvolve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking\nstatements. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers\nnot to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake\nor accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any\nchange in their expectations or any change in events, conditions, or circumstances on which any such statement is based.\n\n \n\n2\n\n \n\n****\n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \nFUTURETECH\nII ACQUISITION CORP.\n\nDated:\nJuly 8, 2026\n \n \n\n \nBy:\n*/s/\nRay Chen*\n\n \nName:\nRay\nChen\n\n \nTitle:\nChief\nExecutive Officer\n\n \n\n3"}