Future Vision II Acquisition Corp.

Future Vision II Acquisition Corp. (FVNNU) is a blank check company, incorporated in the Cayman Islands on January 30, 2024, with the sole purpose of effecting a business combination with one or more target businesses ¹. The company has not generated any operating revenues to date and does not expect to do so until the consummation of a business combination ². Its primary business strategy is to successfully complete a proposed business combination with MicroTouch Technology INC, focusing on integrating MicroTouch as a wholly-owned subsidiary and supporting its transition into a publicly traded entity ³. The company intends to primarily focus on businesses in Asia, specifically private companies with compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams seeking access to U.S. public capital markets ⁴.

MicroTouch Technology INC, the proposed target for the business combination, is an enterprise focused on information technology services, providing digital support through technology-driven solutions ⁵. MicroTouch operates in two core areas: SmartFlow Real-Time Matching Information Technology Services and enterprise-level custom software development ⁶. The company relies on independently developed technology systems, professional project management capabilities, and a stable network of customers and partners to create long-term value ⁷. MicroTouch conducts its operations exclusively through its subsidiaries in Hong Kong and does not utilize a Variable Interest Entity (VIE) structure ⁸. The proposed business combination values MicroTouch and its subsidiaries at $90,000,000.00 ⁹. Upon closing, MicroTouch's outstanding ordinary shares will be converted into approximately 8,955,224 shares of Future Vision, valued at $10.05 per share ¹⁰.

For the year ended December 31, 2025, Future Vision II Acquisition Corp. reported a net income of $2,070,450 ¹¹. This was primarily driven by income earned on marketable securities held in the trust account of $2,429,893 ¹² and interest income earned on a bank account of $31,606 ¹³, offset by total operating expenses of $391,049 ¹⁴. The company's cash balance as of December 31, 2025, was $1,024,709 ¹⁵, with marketable securities held in the Trust Account totaling $61,035,590 ¹⁶. Total assets were $62,060,299 ¹⁷, and total current liabilities were $158,000 ¹⁸. Ordinary shares subject to possible redemption amounted to $60,097,778 ¹⁹. Basic and diluted earnings per ordinary share for redeemable ordinary shares were $0.60 ²⁰, while basic and diluted loss per ordinary share for non-redeemable ordinary shares was $(0.78) ²¹.

Comparing the year ended December 31, 2025, to the period from January 30, 2024 (inception) through December 31, 2024, net income increased from $640,343 ²² to $2,070,450 ²³. Income earned on marketable securities held in the trust account grew from $818,197 ²⁴ to $2,429,893 ²⁵. Total operating expenses also increased from $190,611 ²⁶ to $391,049 ²⁷. The accretion of ordinary shares subject to redemption value significantly increased from $1,332,947 ²⁸ to $7,960,136 ²⁹. Cash used in operating activities was $(307,796) for the year ended December 31, 2025 ³⁰, compared to $(146,501) for the prior period ³¹.

During the reported period, Future Vision II Acquisition Corp. had a significant operational development with the termination of a prior merger agreement. On December 29, 2025, VIWO Technology Inc. delivered a written notice terminating the Merger Agreement dated November 28, 2024, as amended, because the merger had not been consummated by November 28, 2025 ³². Subsequently, on January 16, 2026, the company entered into a new Merger Agreement with MicroTouch Technology INC ³³. The company also consummated its Initial Public Offering on September 13, 2024, issuing 5,000,000 units at $10.00 per unit, generating gross proceeds of $50,000,000 ³⁴. The over-allotment option was exercised on the same day, generating an additional $7,500,000 ³⁵. Simultaneously, a private placement of 299,000 units to the Sponsor at $10.00 per unit generated gross proceeds of $2,990,000 ³⁶.

Future Vision II Acquisition Corp.'s immediate outlook is centered on the successful consummation of the Proposed Business Combination with MicroTouch Technology INC ³⁷. The company has dedicated its resources to completing the necessary financial, legal, and regulatory requirements to close this transaction, integrate MicroTouch as a wholly-owned subsidiary, and support its transition into a publicly traded entity ³⁸. Upon the consummation of the business combination, Future Vision will change its name to "MicroTouch Inc." ³⁹.

A major growth area for the combined entity is MicroTouch's focus on information technology services, specifically SmartFlow Real-Time Matching Information Technology Services and enterprise-level custom software development ⁴⁰. MicroTouch aims to provide efficient and accurate digital support through technology-driven solutions, leveraging its independently developed technology systems, professional project management capabilities, and established network of customers and partners ⁴¹. The company's strategic positioning in Asia, a region experiencing sustained economic expansion driven by private sector growth, technological innovation, increasing middle-class consumption, and economic reforms, is expected to provide a strong operational backdrop for MicroTouch ⁴².

The company's operational outlook includes incurring increased expenses as a result of being a public company, covering legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to completing a business combination ⁴³. Management anticipates generating non-operating income from interest earned on cash and cash equivalents after the IPO ⁴⁴. The company's current office space at Xiandai Tongxin Building, 201 Xin Jinqiao Road, Rm 302, Pudong New District, Shanghai, China, is considered adequate for its current operations, with a monthly fee of $10,000 paid to the sponsor for office space, utilities, and administrative services ⁴⁵.

Regarding capital allocation, the company intends to use substantially all of the net proceeds from the IPO, including marketable securities held in the Trust Account, to acquire a target business and cover related expenses, including deferred underwriting commissions of $575,000 payable to Kingswood Capital Partners, LLC ⁴⁶. If equity or debt securities are used for the business combination, or if not all funds from the Trust Account are used for consideration or redemptions, the remaining cash will be utilized for general corporate purposes, such as maintaining or expanding operations, strategic acquisitions, marketing, research and development, or repaying operating expenses or finders' fees if external funds are insufficient ⁴⁷. The company may also need to obtain additional financing to complete the business combination or if a significant number of public shares are redeemed, potentially through issuing additional securities or incurring debt ⁴⁸. Up to $1,500,000 of working capital loans from the sponsor or affiliates may be convertible into units at $10.00 per unit upon consummation of the business combination ⁴⁹.

A significant structural headwind and execution risk is the mandatory liquidation requirement if a business combination is not consummated by September 13, 2026 ⁵⁰. Management has determined that this raises substantial doubt about the company's ability to continue as a going concern ⁵¹. The company also faces intense competition from other entities, including other blank check companies, private equity groups, and operating businesses, in identifying and selecting a target business ⁵². Many competitors possess greater financial, technical, human, and other resources, and the obligation to pay cash for public shareholder redemptions may reduce available resources and be viewed unfavorably by target businesses ⁵³.

The company faces several material risks, including the potential inability to consummate an initial business combination by September 13, 2026, which would lead to mandatory liquidation and dissolution, with public shareholders potentially receiving only approximately $10.05 per share, or less, and rights expiring worthless ⁵⁴. The proposed business combination with MicroTouch, which operates exclusively in Hong Kong, exposes the company to geopolitical and regulatory risks related to the People's Republic of China (PRC) government potentially extending its oversight and control to Hong Kong-based companies, or extraterritorial application of data security or anti-monopoly regulations ⁵⁵. Such actions could materially change operations, limit or hinder the ability to offer securities, and cause the value of securities to significantly decline or become worthless ⁵⁶. Furthermore, the company's officers and directors have significant ties to China, and its headquarters is based in China, which may make it a less attractive partner to potential target companies outside the PRC, limiting acquisition candidates and potentially subjecting U.S. target combinations to U.S. foreign investment regulations and review by entities like CFIUS ⁵⁷. The company also faces competition for acquisition opportunities from other blank check companies, private equity groups, and operating businesses, many of which have greater resources, and the potential for significant public share redemptions could reduce available resources for a business combination ⁵⁸.

Management's message to shareholders emphasizes the company's singular strategic priority: the successful consummation of the Proposed Business Combination with MicroTouch Technology INC ⁵⁹. They are focused on completing the necessary financial, legal, and regulatory requirements to close this transaction, integrate MicroTouch as a wholly-owned subsidiary, and facilitate its transition into a publicly traded entity ⁶⁰. Management believes their team's extensive experience in financial services, accounting, legal, and operating companies, particularly in mergers and acquisitions, was critical in identifying MicroTouch as an attractive acquisition opportunity ⁶¹. They anticipate MicroTouch will benefit from accessing U.S. capital markets and the ongoing expertise and network of the management team ⁶². A key forward-looking statement is the intention to complete the initial business combination before the mandatory liquidation date of September 13, 2026 ⁶³, despite acknowledging that the need to satisfy this requirement raises substantial doubt about the company's ability to continue as a going concern if a business combination does not occur ⁶⁴.