Financial Performance and Proceeds - Future Vision II Acquisition Corp. has generated no revenues to date and does not expect to generate operating revenues until after the completion of a Business Combination[20]. - The Initial Public Offering (IPO) on September 13, 2024, raised gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit, with additional proceeds of $7,500,000 from the over-allotment option[23]. - The Company placed $57,500,000 from the IPO proceeds into a Trust Account, which will not be released until the completion of the initial Business Combination or under specific conditions[26]. - Total net proceeds from the IPO and Private Placement Units amounted to $57,787,500, which will be placed in the Trust Account[112]. - For the year ended December 31, 2025, the Company reported a net income of $2,070,450, primarily from income earned on marketable securities held in the Trust Account[119]. - As of December 31, 2025, the Company had cash of $1,024,709 and marketable securities in the Trust Account valued at $61,035,590[121]. - The Company plans to use substantially all net proceeds from the IPO to acquire target businesses and cover related expenses, including a deferred underwriting commission of $575,000[122]. Business Combination Strategy - Future Vision's primary business strategy is to successfully consummate the Proposed Business Combination with MicroTouch and support its transition into a publicly traded entity[41]. - The proposed Business Combination values MicroTouch and its subsidiaries at $90,000,000, with MicroTouch's outstanding shares converting into approximately 8,955,224 shares of Future Vision[30]. - The company aims to acquire businesses with strong revenue and earnings growth potential, particularly those that can generate strong, stable, and increasing free cash flow[51]. - Future Vision intends to focus on target businesses in Asia, specifically avoiding entities with operations consolidated through a VIE structure, aligning with MicroTouch's operational model[43]. - The Asian economy is expected to provide a strong operational backdrop for MicroTouch, driven by private sector expansion and technological innovation[44]. Regulatory and Compliance Risks - The company may face challenges in acquiring businesses outside the United States due to regulatory scrutiny and potential restrictions from the Chinese government[83]. - The operations of MicroTouch in Hong Kong may be influenced by the political and legal landscape of the People's Republic of China, posing unique risks[77]. - Recent regulatory actions by the Chinese government regarding foreign capital could adversely impact the company's ability to complete business combinations with China-based entities[89]. - Trading in the company's securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB cannot inspect its auditor, potentially leading to delisting from Nasdaq[89]. - The SEC's final rules regulating SPACs may lead to higher costs and longer timelines for completing initial business combinations[86]. Competition and Market Challenges - The company has identified intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[61]. - The company faces significant competition for business combination opportunities, which may hinder its ability to complete a desirable transaction[84]. - The company may face increased competition for attractive acquisition targets as the number of special purpose acquisition companies (SPACs) evaluating targets rises, potentially increasing the cost of initial business combinations[86]. Governance and Management - The management team of Future Vision has extensive experience in mergers and acquisitions, which is expected to benefit MicroTouch in accessing U.S. capital markets[42]. - The board of directors includes independent directors who will provide governance and oversight, particularly in evaluating potential acquisitions[155]. - The company has established an audit committee that meets Nasdaq listing standards, ensuring financial literacy among its members[171]. - The audit committee consists of three independent directors, with Mr. Zheng "Terrence" Wu serving as the chairman and qualifying as an "audit committee financial expert"[172]. - The company has adopted an audit committee charter detailing functions such as the appointment and oversight of independent auditors, and pre-approval of audit services[173]. Shareholder Rights and Redemption - Public shareholders may not have the opportunity to vote on the proposed initial business combination, as initial shareholders have agreed to vote in favor regardless of public shareholder sentiment[79]. - If the company fails to complete its initial business combination, public shareholders may only receive approximately $10.05 per share upon redemption, or less in certain circumstances[85]. - Initial shareholders have agreed to waive their redemption rights concerning founder shares and private shares if the initial business combination is not completed within 18 months[187]. - All 5,750,000 ordinary shares sold in the IPO contain a redemption feature, allowing for redemption in connection with the Company's liquidation or business combination[131]. Financial Controls and Reporting - The company has assessed its ability to continue as a going concern and determined it has sufficient funds for working capital needs for at least one year from the issuance of the financial statements[124]. - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2025, and concluded that they were effective[144]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the controls[146]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[141]. Related Party Transactions - The company has not yet adopted a formal policy for the review of related party transactions, which will be established before the offering[217]. - The company has agreed to pay $10,000 per month for administrative services to an affiliate of the sponsor[205]. - The company issued a promissory note to the sponsor for up to $500,000, of which $375,000 was borrowed and fully repaid shortly after the IPO[211][212]. - The company has accrued $121,667 for services provided by the sponsor, with $158,000 due to related parties[206]. Compensation and Director Policies - None of the officers or directors has received cash compensation for services rendered prior to the initial business combination[167]. - No cash compensation will be paid to officers or directors prior to the initial business combination, with a monthly reimbursement of $10,000 for administrative services[195]. - After the initial business combination, directors may receive compensation in the form of equity interests from the Sponsor, with full disclosure to shareholders[196]. - The compensation committee will review and approve the corporate goals relevant to the CEO's compensation and evaluate performance annually[177]. - The company has not established specific minimum qualifications for director nominees, focusing instead on educational background and professional experience[180].

IPO and Financing - The company completed its IPO on September 13, 2024, issuing 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with offering costs of $1,845,513[102] - An over-allotment option was exercised, resulting in an additional $7,500,000 in gross proceeds deposited into the Trust Account[102] - A private placement of 299,000 units was made to the Sponsor at $10.00 per Unit, generating gross proceeds of $2,990,000[103] Financial Performance - As of September 30, 2025, the company reported a net income of $1,563,409, primarily from interest income on marketable securities and bank accounts[107] - The company had cash of $1,108,123 and marketable securities held in the Trust Account amounting to $60,451,218 as of September 30, 2025[111] - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and loans from the Sponsor[105] Business Combination and Liquidation - The company expects to incur significant costs related to being a public company and pursuing a Business Combination[106] - A deferred underwriting commission of $575,000 is payable to underwriters from the Trust Account upon consummation of a Business Combination[112] - If a Business Combination is not completed by March 31, 2026, the company may commence voluntary liquidation[115] Accounting and Regulatory Matters - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025[116] - FASB issued ASU 2023-09, effective after December 15, 2024, requiring incremental income tax disclosures; management expects no material impact on financial statements[125] - FASB issued ASU 2024-03, effective after December 15, 2026, requiring detailed expense disaggregation in income statements; management anticipates no material impact on financial statements[126] - Management believes that recently issued accounting pronouncements will not materially affect financial statements if adopted[127] - As a smaller reporting company, the entity is not required to disclose market risk information[128]

Financial Performance - As of June 30, 2025, the company reported a net income of $1,006,200, primarily from interest income on marketable securities held in the trust account [112]. - The company has incurred a net loss of $4,728 from inception through June 30, 2024, related to formation and operating expenses [112]. - The company has no revenue and has relied on working capital from the IPO and private placement to fund operations, with expectations of incurring significant costs in pursuit of acquisition plans [110]. IPO and Proceeds - The company completed its IPO on September 13, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit, with additional proceeds of $7.5 million from the over-allotment option exercised [107]. - The company plans to use substantially all net proceeds from the IPO to acquire target businesses and cover related expenses, including a deferred underwriting commission of $575,000 [115]. - The company issued 5,750,000 ordinary shares as part of the IPO, with the initial carrying value allocated to proceeds according to ASC 470-20 [130]. Cash and Securities - As of June 30, 2025, the company had cash of $1,115,263 and marketable securities held in the Trust Account amounting to $59,832,494, which are restricted for use until a Business Combination [114]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, and is obligated to pay underwriters a deferred commission of $575,000 [120][119]. Business Combination and Liquidation - The company has a Combination Period until March 31, 2026, to complete a Business Combination, or it will proceed to voluntary liquidation [118]. Expenses and Compliance - The company expects to incur increased expenses as a public company, including legal and compliance costs, as well as due diligence expenses related to potential acquisitions [111]. Accounting and Reporting - The company has classified its ordinary shares subject to possible redemption as temporary equity, reflecting the redemption rights that are not solely within the company's control [129]. - For the three months ended June 30, 2025, the company reassessed the estimation of redemption value, impacting earnings per share and accretion to redemption value compared to the previous quarter [131]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring enhanced segment expense disclosures, which the company adopted on January 1, 2025, with no material impact [132]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates expanded income tax disclosures, but management does not expect a material impact from its adoption [133]. - ASU 2024-03, effective for annual reporting periods beginning after December 15, 2026, requires detailed expense disclosures, with management believing it will not materially affect financial statements [134]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect financial statements if adopted [135]. - As a smaller reporting company, the company is not required to disclose market risk information [136].

Financial Performance - As of March 31, 2025, the company reported a net income of $454,300, primarily from interest income on marketable securities held in the trust account, totaling $612,361 [125]. - The company has incurred a net loss of $2,091 from inception through March 31, 2024, related to formation and operating expenses [125]. - The company has no revenue and has relied on working capital from the IPO and private placement to fund operations, with expectations of incurring significant costs in pursuit of acquisition plans [123]. - The company has a working capital of $1,068,091 as of March 31, 2025, and anticipates ongoing professional costs to maintain its status as a publicly traded entity [130]. - If a business combination is not completed by March 31, 2026, the company may commence voluntary liquidation, raising substantial doubt about its ability to continue as a going concern [130]. - The company has no off-balance sheet arrangements or long-term liabilities as of March 31, 2025 [131][132]. IPO and Proceeds - The company completed its IPO on September 13, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit, with additional proceeds of $7.5 million from the over-allotment option exercised [120]. - The company plans to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including a deferred underwriting commission of $575,000 [127]. - The ordinary shares sold in the IPO contain a redemption feature, allowing for redemption in connection with the company's liquidation or business combination [138]. Accounting Standards and Disclosures - FASB issued ASU 2023-07 requiring annual and interim disclosures of significant segment expenses and aggregate segment items for fiscal years beginning after December 15, 2023 [142]. - ASU 2023-09 mandates expanded disclosures of income taxes paid, effective for fiscal years beginning after December 15, 2024 [143]. - Management believes that the adoption of ASU 2023-09 will not materially impact financial statements and disclosures [143]. - Company does not anticipate any material effect from recently issued accounting standards that are not yet effective [144]. - As a smaller reporting company, there are no required disclosures under market risk [145].

IPO and Initial Funding - Future Vision II Acquisition Corp. completed its Initial Public Offering (IPO) on September 13, 2024, raising gross proceeds of $50 million from the sale of 5 million units at $10.00 per unit[20]. - The company has placed $57.5 million from the IPO proceeds into a Trust Account, which will not be released until the completion of the initial Business Combination[24]. - The company has granted underwriters a 45-day option to purchase an additional 750,000 units at the IPO price to cover over-allotments, generating an additional $7.5 million[20]. - The anticipated amount in the trust account is approximately $10.05 per public share, which will be available for redemption by public shareholders upon completion of the initial business combination[59]. - The company must maintain a minimum shareholders' equity of $2.5 million and at least 300 public holders to remain listed on NASDAQ[154]. Business Combination Plans - The proposed Business Combination values Viwo Technology Inc. at $100 million, with Viwo's shareholders entitled to receive 9,950,250 shares of Future Vision, valued at $10.05 per share[27]. - The Business Combination requires that the target businesses have an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of the agreement[22]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account, excluding interest earned[51]. - The company aims to acquire businesses with strong revenue and earnings growth potential, particularly those with predictable revenue streams and low capital expenditure requirements[50]. - The company may seek acquisition opportunities in industries outside of its management's expertise, increasing operational risks[81]. Lock-Up and Redemption Conditions - A two-year lock-up period is established for Company Shareholders' Consideration Shares, contingent on achieving a gross revenue growth of 20% by the end of the first fiscal year and 30% by the end of the second fiscal year[37]. - If the two-year revenue growth is not achieved, a three-year lock-up period applies, requiring a gross revenue growth of 126.2% by the end of the third fiscal year[38]. - Public shareholders may not have the opportunity to vote on the proposed business combination, allowing completion even without majority support[86]. - If too many public shareholders exercise their redemption rights, the company may not meet the closing conditions for the business combination[90]. - The company is obligated to pay cash for ordinary shares redeemed, which may limit resources available for the initial business combination[114]. Management and Operational Strategy - Future Vision's management team has extensive experience in mergers and acquisitions, which is expected to be critical in identifying attractive acquisition opportunities[41]. - The company has a strong management team focused on creating shareholder value through operational efficiency and revenue scaling, both organically and via acquisitions[46]. - The company currently maintains its executive offices in Shanghai, China, with a monthly operational cost of $10,000 for office space and related services[62]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[69]. - The company may need to amend its governing instruments to facilitate the completion of the initial business combination, which may not be supported by shareholders[180]. Regulatory and Market Risks - The company faces significant regulatory and enforcement risks when initiating a business combination with a target company operating in China[77]. - The Chinese government may exert more control over foreign investments, potentially affecting the company's ability to operate profitably[83]. - The company may face challenges in completing a business combination with U.S. target companies due to foreign investment regulations and CFIUS review, potentially limiting acquisition candidates[147][150]. - The company may encounter challenges in obtaining necessary financial statements from target businesses, potentially limiting acquisition opportunities[167]. - Political events and social unrest in foreign countries could adversely affect business operations and financial results[205]. Financial and Shareholder Considerations - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[159]. - The initial shareholders paid approximately $0.17 per founder share, allowing them to profit even if the business combination is unprofitable for public shareholders[162]. - The potential issuance of additional ordinary shares upon conversion of working capital loans could make the company a less attractive acquisition vehicle[165]. - Claims by third parties could reduce the proceeds in the trust account, potentially leading to a per-share redemption amount of less than $10.05[119]. - If a bankruptcy petition is filed before distributing proceeds, creditor claims may take priority, reducing the per-share amount received by shareholders during liquidation[128]. Acquisition Challenges and Competition - The number of special purpose acquisition companies (SPACs) has increased significantly, leading to heightened competition for attractive targets, which may raise costs and complicate the acquisition process[94]. - The company may face intense competition for business combination opportunities, which could limit its ability to acquire target businesses[113]. - The investigation and negotiation for potential acquisitions may incur substantial costs, which would not be recoverable if the acquisition does not proceed[138]. - Limited public information about private companies may lead to business combinations that are less profitable than anticipated[143]. - The company may complete its initial business combination with a single target, which could limit diversification and expose it to specific economic and regulatory risks[145].

IPO and Financial Proceeds - The company completed its IPO on September 13, 2024, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit, with additional proceeds of $7.5 million from the over-allotment option exercised[106]. - The company incurred offering costs of $1,845,513 related to the IPO, which included underwriting commissions and other expenses[123]. - The company plans to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including a deferred underwriting commission of $575,000[113]. - The Company issued 5,750,000 ordinary shares as part of the IPO, with the initial carrying value allocated to proceeds according to ASC 470-20[128]. Financial Position and Performance - As of September 30, 2024, the estimated fair value of marketable securities held in the Trust Account was $57,935,279, all of which are classified as marketable securities[122]. - For the period from January 30, 2024, through September 30, 2024, the company reported a net income of $137,178, primarily from income earned on marketable securities[111]. - As of September 30, 2024, the company had cash of $1,464,303 available for working capital needs, with a working capital of $1,393,405[116]. - The company has not generated any operating revenues to date and has incurred losses since inception due to formation and operating costs[109]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[117]. Future Outlook and Risks - If a business combination is not completed by March 31, 2026, the company may commence voluntary liquidation, raising substantial doubt about its ability to continue as a going concern[116]. - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs[110]. Tax and Accounting Matters - The Company has no unrecognized tax benefits or accrued interest and penalties as of September 30, 2024[133]. - The Cayman Islands is the Company's only major tax jurisdiction, with no income tax imposed for the period from January 30, 2024, through September 30, 2024[136]. - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[135]. - The Company does not anticipate any significant payments or accruals related to tax positions under review[135]. - Recent accounting pronouncements, specifically ASU 2023-09, will not have a material impact on the Company's financial statements and disclosures[137]. - Management believes that no recently issued accounting standards will materially affect the financial statements if adopted[138]. Earnings Per Share - For the three months ended September 30, 2024, the Company reported no dilutive securities, resulting in diluted income (loss) per share being the same as basic loss per share[130]. - The Company complies with FASB ASC Topic 260 for earnings per share calculations, using the two-class method[130]. - The Company has elected to recognize changes in redemption value as a charge against additional paid-in-capital over an expected 18-month period[128].

As filed with the U.S. Securities and Exchange Commission on August 26, 2024. Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Registration No. 333-280356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUTURE VISION II ACQUISITION CORP. (Exact name of registrant as specified in its charter) (I.R.S. Employer ...

As filed with the U.S. Securities and Exchange Commission on August 12, 2024. Registration No. 333-280356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUTURE VISION II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

As filed with the U.S. Securities and Exchange Commission on August 2, 2024. FUTURE VISION II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A Registration No. 333-280356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

As filed with the U.S. Securities and Exchange Commission on July 31, 2024. Registration No. 333-280356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUTURE VISION II ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...