FutureTech II Acquisition Corp. (FTII), a special purpose acquisition company, filed an 8-K on July 8, 2026, stating that several of its previously issued financial statements contain errors and must be restated. The company's board of directors, after discussions with management, concluded that investors should no longer rely on those reports.
Which financial statements are affected
The non-reliance covers four sets of financials:
- Unaudited interim statements for the three and nine months ended September 30, 2024 (filed January 28, 2025)
- Audited financial statements for the year ended December 31, 2024 (filed April 9, 2025)
- Unaudited interim statements for the three months ended March 31, 2025 (filed May 15, 2025)
- Unaudited interim statements for the three and six months ended June 30, 2025 (filed August 22, 2025)
The company also warned that any earnings releases, investor presentations, or other communications containing these original financials should not be relied upon.
What went wrong
The filing outlines several categories of errors that will be corrected in the restatements. These include miscalculated earnings per share, incorrect tax amounts, adjustments to common stock subject to redemption, and amounts due to the trust from the sponsor. Management cautioned that additional adjustments may surface as its review continues.
The company has not yet determined the precise revisions needed. It plans to amend the affected quarterly and annual reports by filing an amended Q3 2025 quarterly report and an amended 2025 annual report (Form 10-K) as promptly as possible.
Material weakness in internal controls
Beyond the accounting errors themselves, management identified a material weakness in the company's internal control over financial reporting. The weakness stems from ineffective controls around period-end financial disclosure and reporting. Specifically, the company cited failures to perform timely and accurate reconciliations, a lack of effective review over accounting and financial reporting, and incorrect journal entries that did not receive sufficient review or approval.
To address these problems, the company has started two remediation steps: hiring a new external advisor to handle its in-house accounting and finance functions, and adding new modules and controls within its QuickBooks Online software to strengthen record-keeping.
What this means for investors
A non-reliance disclosure of this scope, spanning four reporting periods, signals that basic financial controls at the SPAC have been deficient. For a blank-check company, where the primary assets are typically cash in a trust account, errors related to tax amounts, earnings per share, and redemption values strike at the core of what investors need to track. The company's remediation plan, centered on a new advisor and QuickBooks upgrades, is a start, but the filing makes clear that additional skilled hires and policy documentation are still needed. Investors should expect delayed filings while the restatement work is completed and should scrutinize the amended reports carefully once they arrive.