Future Vision II Acquisition Corp. Signs Material Definitive Agreement

TL;DR

FVII signs a big deal, details TBD.

AI Summary

Future Vision II Acquisition Corp. announced on December 10, 2024, that it has entered into a material definitive agreement. The filing does not disclose the specific nature of the agreement or any involved parties or financial figures.

Why It Matters

This filing indicates a significant development for Future Vision II Acquisition Corp., suggesting a potential merger, acquisition, or other material business transaction is underway.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Future Vision II Acquisition Corp. (company) — Registrant
• December 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — isting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/1

Filing Documents

• futurevision2_8k.htm (8-K) — 54KB
• futurevision2_ex2-1.htm (EX-2.1) — 24KB
• futurevision2_ex10-1.htm (EX-10.1) — 37KB
• futurevision2_ex99-1.htm (EX-99.1) — 21KB
• 0001829126-24-008249.txt ( ) — 389KB
• cik0002010653-20241210.xsd (EX-101.SCH) — 4KB
• cik0002010653-20241210_def.xml (EX-101.DEF) — 27KB
• cik0002010653-20241210_lab.xml (EX-101.LAB) — 37KB
• cik0002010653-20241210_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, as amended from time to time and is qualified in its entirety by the full text of the Merger Agreement and Amendment No. 1 to the Merger Agreement. A copy of the Merger Agreement is available as Exhibit 2.1 to Future Vision's current report on Form 8-K filed with the SEC on November 29, 2024. Merger Agreement 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." Amendment No. 1 to the Merger Agreement On December 10, 2024, the Parties entered into Amendment No. 1 to the Merger Agreement requiring the Company to cause Company Shareholders to enter into a lock up agreement with respect to the Consideration Shares to be received by the Company Shareholders after the consummation of the Business Combination. The lock up agreement provides for a Company performance-based release mechanism: Two-Year Lock-Up Period Comp

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 December 11, 2024, announcing the entry into Amendment No.1 to 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 perso

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. 2 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 involv

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1 to 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 Form of Lock Up Agreement 99.1 Joint Press Release 3

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: December 11, 2024 FUTURE VISION II ACQUISITION CORP. By: /s/ Danhua Xu Name: Danhua Xu Title: Chief Executive Officer and Director 4

View Full Filing

View this 8-K filing on SEC EDGAR