Future Vision II Acquisition Corp. Files 8-K

TL;DR

FVII files 8-K, looks like a deal is brewing.

AI Summary

Future Vision II Acquisition Corp. filed an 8-K on November 29, 2024, reporting on events as of November 28, 2024. The filing indicates the entry into a material definitive agreement and includes financial statements and exhibits. The company is a blank check company with its principal executive offices located in Grand Cayman.

Why It Matters

This 8-K filing signals a significant development for Future Vision II Acquisition Corp., potentially related to a definitive agreement or financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), the risks are inherent in its structure and the uncertainty of future acquisitions.

Key Players & Entities

• Future Vision II Acquisition Corp. (company) — Registrant
• 0001829126-24-007901 (document_id) — Accession Number
• November 28, 2024 (date) — Earliest event reported
• November 29, 2024 (date) — Filing Date
• Grand Cayman (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — isting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/1
• $100,000,000.00 — and its subsidiaries and businesses at $100,000,000.00. Upon the Parties satisfying (or waivin
• $10.05 — ture Vision. These shares are valued at $10.05 per share, equivalent to the initial pe
• $5,000,001 — ts name to "Viwo Inc.", having at least $5,000,001 of net tangible assets immediately afte

Filing Documents

• futurevision2_8k.htm (8-K) — 71KB
• futurevision2_ex2-1.htm (EX-2.1) — 541KB
• futurevision2_ex10-1.htm (EX-10.1) — 77KB
• futurevision2_ex99-1.htm (EX-99.1) — 22KB
• 0001829126-24-007901.txt ( ) — 1067KB
• cik0002010653-20241128.xsd (EX-101.SCH) — 4KB
• cik0002010653-20241128_def.xml (EX-101.DEF) — 27KB
• cik0002010653-20241128_lab.xml (EX-101.LAB) — 37KB
• cik0002010653-20241128_pre.xml (EX-101.PRE) — 26KB
• futurevision2_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement This section provides a summary of the material provisions of the Merger Agreement (defined below) and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 On November 28, 2024, Future Vision II Acquisition Corp. ("Future Vision") entered into a Merger Agreement (the "Merger Agreement") by and among Future Vision, Future Vision II Acquisition Merger Subsidiary Corp. ("Merger Sub"), a Cayman Islands exempted company and a wholly owned subsidiary of Future Vision, and Viwo Technology Inc. ("Viwo"), a Cayman Islands exempted company carrying on business through its wholly-owned subsidiaries in China (collectively with Future Vision and Merger Sub, the "Parties", or each a "Party"). Pursuant to the Merger Agreement, upon the terms and subject to the conditions therein and in accordance with the Cayman Islands Companies Act (As Revised) (the "Cayman Companies Act"), the Parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into Viwo, with Viwo being the surviving entity and becoming a wholly owned subsidiary of Future Vision (the "Business Combination"). Simultaneously with the consummation of the Business Combination, Future Vision will change its name to "Viwo Inc." Viwo is an innovation-driven technology company specializing in AI and "Martech" (marketing + technology) services, as well as AI and software development services. Viwo's mission is to drive business growth and enhance corporate value for its customers. Viwo assists customers across various industries in achieving digital upgrades and transformations, thereby creating future value. Viwo is committed to continuous technological innovation with the aim of industrializing intelligent digital technology. Merger Consideration The Business Combination values Viwo and its subsidiaries and businesses at $100,000,000.00. Upon the Parties s

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure . Press Release Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the Parties on November 29, 2024, announcing the entry into the Merger Agreement and the other Transactions contemplated by the Agreement. The information set forth in this Item 7.01, including exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Additional Information about the Business Combination and Where to Find It To facilitate the Business Combination, Future Vision will file a registration statement on Form S-4 (as may be amended from time to time, the "Registration Statement") that will include a preliminary proxy statement/prospectus of Future Vision, and after the Registration Statement is declared effective, Future Vision will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting of Future Vision's shareholders to be held to approve the Business Combination and related matters. This communication does not contain all of the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect to such matters. Future Vision and Viwo may also file other documents with the SEC regarding the Business Combination. Future Vision shareholders and other interested persons are advised to r

Forward-Looking Statements

Forward-Looking Statements Neither Future Vision, Viwo, nor any of their respective affiliates make any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Business Combination discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Business Combination. This Current Report on Form 8-K and the exhibits filed or furnished herewith include "forward-looking statements" made pursuant to the safe harbor provisions of the United transactions by and among Future Vision, Merger Sub, and Viwo, including statements regarding the benefits of the transaction, the anticipated timing of the Business Combination, the business of the Viwo and the markets in which they operate. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking are identified by the words or phrases such as "aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be," "will continue," "will likely result," "could," "should," "believe(s)," "predicts," "potential," "continue," "future," "opportunity," seek," "intend," "strategy," or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Future Vision's and Viwo's expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination. These forward-looking statements involve s

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Merger Agreement dated November 28, 2024, by and among Future Vision II Acquisition Corp., Future Vision II Acquisition Merger Subsidiary Corp., and Viwo Technology Inc. 10.1 Company Transaction Support Agreement 99.1 Press Release * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 29, 2024 FUTURE VISION II ACQUISITION CORP. By: /s/ Danhua Xu Name: Danhua Xu Title: Chief Executive Officer and Director 6

View Full Filing

View this 8-K filing on SEC EDGAR