OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ FUTURE VISION II ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-422273 N/A (State or Other Jurisdic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ FUTURE VISION II ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-422273 N/A (State or Other Jurisdiction ...

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 [125]. - The company has incurred a net loss of $2,091 from inception through March 31, 2024, related to formation and operating expenses [125]. IPO and Fundraising - 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 [120]. - An over-allotment option was exercised, generating an additional $7,500,000 in gross proceeds, bringing total funds raised to $57,500,000 [120]. - The company intends to use net proceeds from the IPO to acquire target businesses and cover related expenses [127]. - All 5,750,000 Ordinary Shares sold in the IPO contain a redemption feature, allowing for redemption in connection with liquidation or business combination [138]. Financial Position - The company had cash of $1,142,445 and marketable securities of $59,218,058 in the Trust Account as of March 31, 2025 [126]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [131]. - The company is obligated to pay a deferred underwriting commission of $575,000 to underwriters from the Trust Account [132]. Going Concern - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising concerns about its ability to continue as a going concern [130]. Accounting Standards - FASB issued ASU 2023-07 requiring annual and interim disclosures of significant segment expenses and other segment items for public entities, effective for fiscal years beginning after December 15, 2023 [142]. - ASU 2023-09 mandates expanded disclosures of income taxes paid and incremental income tax information, effective for fiscal years beginning after December 15, 2024 [143]. - Company management believes that the adoption of ASU 2023-09 will not have a material impact on 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 Financing - 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 5,000,000 units at $10.00 per unit[20]. - An additional $7.5 million was generated from the over-allotment option exercised by the underwriter, bringing total gross proceeds to $57.5 million[20]. - The company has 18 months from the closing of its Initial Public Offering to consummate an initial business combination, with the possibility of extending this period up to 24 months[49]. - 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 believes it has sufficient funds to operate for at least 18 months post-IPO, but cannot assure the accuracy of this estimate[118]. 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 is contingent upon the completion of customary closing conditions, including SEC approval and shareholder votes[32]. - 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[51]. - The company may seek shareholder approval for its initial business combination, which could involve purchasing shares from public shareholders to influence voting outcomes[102]. - The company may amend its governing instruments to facilitate the completion of the initial business combination, which may not be supported by shareholders[182]. Revenue and Operations - The company has not commenced any operations and does not expect to generate operating revenues until after completing a Business Combination[19]. - The company has generated no revenues to date and is subject to risks associated with early-stage and emerging growth companies[17]. - If the company fails to complete its business combination within the prescribed timeframe, public shareholders may only receive $10.05 per share or less upon liquidation[101]. - The company must maintain a minimum shareholders' equity of $2,500,000 and a minimum of 300 public holders to remain listed on NASDAQ[155]. Risks and Challenges - The company faces significant regulatory and enforcement risks when initiating a business combination with a target company operating in China[78]. - If too many public shareholders exercise their redemption rights, the company may not meet the closing conditions for the business combination[91]. - The company may face challenges in completing its business combination with VIWO due to potential shareholder redemptions, which could limit available cash and necessitate third-party financing[92]. - The increasing number of special purpose acquisition companies (SPACs) may lead to a scarcity of attractive targets, raising costs and complicating the identification of suitable business combinations[95]. - The company may face intense competition from other entities for business combination opportunities, which could limit its ability to acquire target businesses[114]. Shareholder Considerations - Public shareholders may not have the opportunity to vote on the proposed business combination, allowing it to proceed even without majority support[87]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of shareholders do not agree[119]. - Claims by third parties could reduce the proceeds held in the trust account, potentially leading to a per-share redemption amount of less than $10.05[120]. - The company is obligated to pay cash for ordinary shares redeemed, which may reduce resources available for the initial business combination[115]. Management and Governance - The company’s ability to complete the initial business combination is dependent on the management team, some of whom may not remain post-combination[171]. - The personal and financial interests of initial shareholders may influence the selection of target business combinations[181]. - The company may face conflicts of interest due to its officers and directors being affiliated with other entities engaged in similar business activities[176]. - Independent directors may choose not to enforce indemnification obligations against the sponsor, potentially reducing funds available for public shareholders[125]. Market and Economic Environment - Asia is entering a new era of economic growth, driven by private sector expansion, technological innovation, and increasing consumption by the middle class, particularly in China[43]. - Political events and changes in foreign relations could negatively affect the attractiveness of target businesses[212]. - Rapid technological changes and evolving customer preferences may require the company to adapt quickly to remain competitive[197]. Financial Projections and Valuation - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[160]. - The initial shareholders paid an aggregate of $25,000 for founder shares, resulting in a potential substantial profit even if the business combination is unprofitable for public shareholders[163]. - The company may not maintain control of the target business post-combination, potentially leading to a minority interest for existing shareholders[190]. - There is a risk of write-downs or restructuring charges after the initial business combination, which could negatively impact financial condition and share price[191].

Core Viewpoint - Future Vision II Acquisition Corp. and Viwo Technology Inc. have entered into Amendment No. 1 to the Merger Agreement, which includes a lock-up agreement for pre-Business Combination Viwo shareholders to align their interests with the long-term growth of the combined entity, Viwo Inc. [1][2][8] Lock-Up Agreement Summary - The lock-up agreement requires shareholders to lock their shares for either two or three years based on Viwo Inc.'s performance milestones [4][5][6] - For a two-year lock-up, shares can be released if Viwo Inc. achieves a gross revenue growth of 20% by the end of the first fiscal year and 30% by the end of the second fiscal year, or a compounded growth rate of 24.96% year over year [5] - If the two-year growth targets are not met, the shares will be locked for an additional third year [5] - For a three-year lock-up, shares can be released if Viwo Inc. achieves a gross revenue growth of 126.2% by the end of the third fiscal year, or 45% revenue growth from the second year, assuming the first two years meet the compounded growth rate of 24.96% [6] - Shareholders may also forfeit 10% of their shares after the third fiscal year to release the lock-up [7] Company Overview - Viwo Technology Inc. is an innovation-driven technology company specializing in AI and "Martech" services, focusing on driving business growth and enhancing corporate value for its customers [8] - The company aims to assist various industries in achieving digital upgrades and transformations, emphasizing continuous technological innovation [8] - Future Vision II Acquisition Corp. is a blank check company incorporated to effect a merger or similar business combination, with a focus on technology, media, and telecommunications sectors [9][10]

Core Viewpoint - Monteverde & Associates PC is investigating Future Vision II Acquisition Corp. regarding its proposed merger with Viwo Technology Inc., which involves Viwo shareholders receiving a total of 9,950,250 shares of Future Vision valued at $10.05 per share [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm by ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [3]. Group 2: Merger Details - The proposed merger between Future Vision II Acquisition Corp. and Viwo Technology Inc. will result in Viwo shareholders receiving shares valued at $10.05 each [1]. - The total number of shares to be distributed to Viwo shareholders is 9,950,250 [1]. Group 3: Legal Services - Monteverde & Associates PC emphasizes the importance of selecting a law firm that actively files class actions and has a successful track record in recovering money for shareholders [3]. - The firm invites shareholders with concerns regarding the merger to contact them for additional information [4].

Business Combination Overview - Future Vision II Acquisition Corp and Viwo Technology Inc have entered into a definitive merger agreement, with Viwo becoming a wholly owned subsidiary of Future Vision [1] - The Business Combination values Viwo and its subsidiaries at $100,000,000, with Viwo shareholders receiving 9,950,250 shares of Future Vision at $10.05 per share [1] - The transaction is expected to close by the end of Q2 2025, subject to regulatory and shareholder approvals [2] Strategic Rationale - The merger aligns with Future Vision's mission to leverage cutting-edge technologies like AI, big data, and cloud computing to drive business growth and create shareholder value [3] - Viwo expects the merger to accelerate its growth and innovation in intelligent digital technology, enabling it to leverage advancements in AI, big data, and cloud computing [3] Company Profiles - Viwo is an innovation-driven technology company specializing in AI, Martech services, and software development, with a mission to drive business growth and enhance corporate value for customers [7][8] - Future Vision II Acquisition Corp is a blank check company focused on identifying and acquiring businesses within the technology, media, and telecommunications sector [9] Transaction Details - Future Vision will file a registration statement on Form S-4, including a preliminary proxy statement/prospectus, and will mail a definitive proxy statement/prospectus to shareholders once the registration statement is declared effective [10][11] - Future Vision shareholders and other interested parties are advised to read the proxy statement/prospectus and other relevant documents filed with the SEC for important information about the Business Combination [10][11] Legal Advisors - Concord & Sage P C serves as US legal advisor to Future Vision, while China Commercial Law Firm serves as PRC legal advisor [5] - L&C Law Group serves as US legal advisor to Viwo, while Guangdong Chong Li Law Firm serves as PRC legal advisor [5] - Ogier serves as deal counsel regarding the laws of the Cayman Islands [6]

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[90]. - An additional $7.5 million was generated from the over-allotment option exercised by the underwriter, bringing total gross proceeds to $57.5 million[90]. - The company incurred offering costs of $1,845,513 related to the IPO, which included underwriting commissions and other expenses[109]. - The company plans to use net proceeds from the IPO to acquire target businesses and cover related expenses, including a deferred underwriting commission of $575,000[98]. Financial Performance - The company reported a net income of $137,178 from January 30, 2024, through September 30, 2024, primarily from interest income on marketable securities[96]. - Cash used in operating activities from inception through September 30, 2024, was $14,703, with available cash for working capital needs at $1,464,303[97]. - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and loans from the Sponsor[93]. Assets and Liabilities - As of September 30, 2024, the estimated fair value of marketable securities held in the Trust Account was $57,935,279[108]. - As of September 30, 2024, the company had no long-term debt or off-balance sheet arrangements[104][103]. - The Company classified ordinary shares subject to mandatory redemption as a liability instrument and conditionally redeemable shares as temporary equity[115]. Business Combination and Liquidation - The company has until March 31, 2026, to complete a business combination, or it will proceed to voluntary liquidation[102]. Tax and Accounting - The Company recognized no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024[120]. - 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[122]. - Management does not expect the total amount of unrecognized tax benefits to materially change over the next twelve months[121]. - The Company complies with FASB ASC Topic 260 for earnings per share calculations, using the two-class method for redeemable and non-redeemable shares[117]. - Recent accounting pronouncements, such as ASU 2023-09, are not expected to have a material impact on the Company's financial statements[123]. - The Company is not required to make disclosures under market risk as a smaller reporting company[126]. - Management believes that recently issued accounting standards will not materially affect the financial statements if adopted[124]. 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[117]. - The Company has elected to recognize changes in redemption value as a charge against additional paid-in-capital over an expected 18-month period[116].