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].