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 it consummates a business combination ². Its primary business model involves identifying and acquiring a private company, ideally in Asia, that can benefit from access to U.S. capital markets and the management team's expertise ³. The company generates non-operating income from interest earned on proceeds held in its Trust Account ⁴.

The company's core strategy is to complete a business combination with a target that has an aggregate fair market value of at least 80% of the assets held in the Trust Account ⁵. It seeks companies with strong management teams, potential for significant revenue and earnings growth, strong free cash flow generation, and the ability to benefit from being a public company ⁶. The company initially focused on target businesses in Asia, specifically those operating through wholly-owned subsidiaries and not utilizing a Variable Interest Entity (VIE) structure ⁷.

On January 16, 2026, Future Vision II Acquisition Corp. entered into a Merger Agreement with MicroTouch Technology INC ("MicroTouch"), a Cayman Islands exempted company operating through wholly-owned subsidiaries in Hong Kong ⁸. MicroTouch is described as an enterprise focused on information technology services, providing digital support through technology-driven solutions ⁹. Its core areas are SmartFlow Real-Time Matching Information Technology Services and enterprise-level custom software development ¹⁰. The proposed business combination values MicroTouch and its subsidiaries at $90,000,000.00 ¹¹. 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 ¹². The company previously had a merger agreement with VIWO Technology Inc., which was terminated on December 29, 2025, because the merger was not consummated by November 28, 2025 ¹³.

For the year ended December 31, 2025, Future Vision II Acquisition Corp. reported a net income of $2,070,450 ¹⁴. This consisted of income earned on marketable securities held in the Trust Account of $2,429,893 ¹⁵, interest income earned on a bank account of $31,606 ¹⁶, and total operating expenses of $391,049 ¹⁷. Cash used in operating activities for the year was $307,796 ¹⁸. As of December 31, 2025, the company had cash of $1,024,709 ¹⁹ and marketable securities held in the Trust Account of $61,035,590 ²⁰. Total current liabilities were $158,000 ²¹, including $158,000 due to a related party ²². Ordinary shares subject to possible redemption amounted to $60,097,778 ²³.

Comparing to the period from January 30, 2024 (inception) through December 31, 2024, net income increased from $640,343 ²⁴ to $2,070,450 ¹⁴. Income earned on marketable securities held in the Trust Account grew from $818,197 ²⁵ to $2,429,893 ¹⁵. Total operating expenses increased from $190,611 ²⁶ to $391,049 ¹⁷. The amount due to a related party increased from $36,333 ²⁷ to $158,000 ²². The accretion of ordinary shares subject to redemption value significantly increased from $1,332,947 ²⁸ in the prior period to $7,960,136 ²⁹ for the year ended December 31, 2025.

During the reported period, the company's significant operational development was the termination of the merger agreement with VIWO Technology Inc. on December 29, 2025, and subsequently entering into a new Merger Agreement with MicroTouch Technology INC on January 16, 2026 ³⁰. The company also completed its Initial Public Offering on September 13, 2024, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units, with an additional $7,500,000 from the exercise of the over-allotment option ³¹. Simultaneously, it completed a private placement of 299,000 units to the Sponsor for $2,990,000 ³².

Future Vision II Acquisition Corp.'s primary outlook is centered on the successful consummation of the Proposed Business Combination with MicroTouch Technology INC ³³. The company intends to dedicate 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 ³⁴. Upon the consummation of the business combination, Future Vision will change its name to "MicroTouch Inc." ³⁵.

The company's growth strategy is entirely dependent on the successful acquisition and integration of MicroTouch. MicroTouch is positioned in two core areas: SmartFlow Real-Time Matching Information Technology Services and enterprise-level custom software development ³⁶. It aims to provide efficient and accurate digital support through technology-driven solutions, leveraging independently developed technology systems, professional project management capabilities, and a stable network of customers and partners to create long-term value ³⁷. The business combination values MicroTouch at $90,000,000.00 ¹¹.

Operationally, the company expects to incur increased expenses as a result of being a public company, including costs for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to completing a business combination ³⁸. The company's management has determined that it has sufficient funds for its working capital needs for at least one year from the date of issuance of the financial statements ³⁹. However, it has until September 13, 2026, to consummate an initial business combination, and the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about its ability to continue as a going concern ⁴⁰.

In terms of 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 pay related expenses, including deferred underwriting commissions of $575,000 ⁴¹. If its share capital is used as consideration, the remaining proceeds in the Trust Account and any other net proceeds will be used as working capital to finance the operations of the target business, which could include expanding operations, strategic acquisitions, and marketing, research, and development ⁴². The company may also need to obtain additional financing to consummate the business combination or if it is obligated to redeem a significant number of public shares, potentially through issuing additional securities or incurring debt ⁴³.

The company explicitly flags structural headwinds and execution risks related to its ability to complete the initial business combination within the prescribed timeframe of 18 months from the IPO closing, or up to 24 months with extensions ⁴⁴. This time constraint may give potential target businesses leverage in negotiations and limit the time for due diligence ⁴⁵. Furthermore, the company's ability to complete a business combination may be impacted by the fact that its officers and directors have significant ties to China, and its headquarters is based in China, which could make it a less attractive partner to potential target companies outside the PRC and subject it to U.S. foreign investment regulations and review by entities like CFIUS ⁴⁶.

The company faces several material risks, primarily stemming from its nature as a blank check company. A significant risk is the potential inability to complete an initial business combination within the prescribed timeframe of 18 months from the IPO closing, or up to 24 months if extensions are made, which would lead to the company ceasing operations, redeeming public shares at approximately $10.05 per share, or less in certain circumstances, and rights expiring worthless ⁴⁷. The ability of public shareholders to redeem a large number of shares could make the company's financial condition unattractive to potential targets, hindering its ability to complete a desirable business combination ⁴⁸. Geopolitical and regulatory risks are substantial, particularly due to MicroTouch's operations exclusively in Hong Kong and the significant ties of the company's management and headquarters to China ⁴⁹. The PRC government could extend its oversight and control to Hong Kong-based companies, or recent regulatory actions regarding data security or anti-monopoly concerns could be applied extraterritorially, potentially resulting in a material change in operations, limiting the ability to offer securities, and causing the value of securities to decline or become worthless ⁵⁰. U.S. foreign investment regulations and review by entities like CFIUS could also prohibit a business combination with a U.S. target company ⁵¹. The company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a "going concern" due to the mandatory liquidation requirement if a business combination is not consummated by September 13, 2026 ⁵².

Management's message to shareholders emphasizes the company's singular strategic priority: successfully consummating the Proposed Business Combination with MicroTouch Technology INC ⁵³. They intend to dedicate resources to fulfilling the financial, legal, and regulatory requirements for this transaction, integrating MicroTouch, and facilitating its transition to a publicly traded entity ⁵⁴. 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 ⁵⁵. They anticipate MicroTouch will benefit from accessing U.S. capital markets and the ongoing expertise and network of the management team ⁵⁶. The company has until September 13, 2026, to complete an initial business combination ⁵⁷. Management has determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about the company's ability to continue as a going concern, but they intend to complete the initial business combination before this date ⁵⁸.