Future Vision II Acquisition Corp(FVN) - 2025 Q4 - Annual Report

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].