10-K: Future Vision II Secures New Merger Target MicroTouch

Future Vision II Acquisition Corp., a SPAC, has terminated its merger agreement with VIWO Technology Inc. and simultaneously announced a new definitive merger agreement with MicroTouch Technology INC, an IT services firm based in Hong Kong.

Summary

• Future Vision II Acquisition Corp. (FVNNU) is a Cayman Islands exempted blank check company (SPAC) formed on January 30, 2024, to effect a business combination.
• The company's Initial Public Offering (IPO) was consummated on September 13, 2024, raising $57,500,000 gross proceeds from 5,750,000 units at $10.00 per unit, including the over-allotment option.
• Concurrently with the IPO, the sponsor purchased 299,000 placement units for $2,990,000.
• A trust account was established with $57,500,000 from the IPO proceeds, which had grown to $61,035,590 by December 31, 2025, through investments in U.S. government securities.
• The previously announced merger agreement with VIWO Technology Inc., dated November 28, 2024, was terminated on December 29, 2025, as the transaction was not consummated by the outside closing date.
• On January 16, 2026, the company entered into a new definitive merger agreement with MicroTouch Technology INC, an enterprise specializing in information technology services, including SmartFlow Real-Time Matching IT Services and custom software development.
• The proposed business combination values MicroTouch at $90,000,000, with MicroTouch shareholders receiving approximately 8,955,224 shares of Future Vision, valued at $10.05 per share.
• Upon consummation of the MicroTouch merger, Future Vision will change its name to MicroTouch Inc.
• The company reported a net income of $2,070,450 for the year ended December 31, 2025, primarily from interest earned on the trust account ($2,429,893).
• As of December 31, 2025, the company had $1,024,709 in cash and $866,709 in working capital outside the trust account.
• The company faces a mandatory liquidation deadline of September 13, 2026, if a business combination is not completed, which raises substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While securing a new merger target (MicroTouch) after a prior termination is a positive step, the looming liquidation deadline and the auditor's 'going concern' warning introduce significant uncertainty and risk, tempering overall sentiment.

Positives

• The company has successfully secured a new definitive merger agreement with MicroTouch Technology INC, providing a path forward after the termination of the previous agreement.
• MicroTouch is described as an enterprise focusing on information technology services with independently developed technology systems and a stable network of customers and partners, aligning with the SPAC's strategy to focus on private companies in Asia with compelling economics and clear paths to positive operating cash flow.
• The company generated a net income of $2,070,450 for the year ended December 31, 2025, primarily from interest earned on the trust account, demonstrating effective management of trust assets.
• The trust account balance has grown to $61,035,590 as of December 31, 2025, from an initial $57,500,000, indicating a healthy preservation and growth of investor funds held in trust.
• MicroTouch operates exclusively through subsidiaries in Hong Kong and does not utilize a VIE structure, which aligns with the SPAC's initial structural and geographic parameters and potentially mitigates certain PRC-related regulatory risks.

Negatives

• The termination of the merger agreement with VIWO Technology Inc. on December 29, 2025, indicates a failure to complete a previously announced business combination.
• 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 if a business combination is not completed by September 13, 2026.
• The company has a limited timeframe (until September 13, 2026) to consummate the initial business combination, which may give potential target businesses leverage in negotiations.
• The company's officers and directors, including the CFO, have potential conflicts of interest due to their involvement with other businesses and SPACs, and their significant ties to China.
• Public shareholders may not be afforded an opportunity to vote on the proposed initial business combination, or their vote may be influenced by the sponsor's agreement to vote founder shares in favor of the combination.
• The ability of public shareholders to exercise redemption rights could reduce resources available for the business combination and make the company less attractive to targets.

Risks

• Inability to select an appropriate target business or complete the initial business combination with MicroTouch.
• Uncertainty around the performance of MicroTouch post-business combination.
• Challenges in retaining or recruiting key personnel following the initial business combination.
• Conflicts of interest arising from officers and directors allocating time to other businesses.
• Potential inability to obtain additional financing required to complete the initial business combination.
• Lack of a liquid market for the company's securities.
• The trust account proceeds potentially being subject to claims of third-party creditors, reducing the per-share redemption amount.
• Public shareholders may lose the ability to redeem shares exceeding 15% of ordinary shares if redemptions are not conducted under tender offer rules.
• Intense competition for business combination opportunities from other SPACs, private equity groups, and operating businesses.
• Acquisition opportunities may be pursued in industries or sectors outside of management's core expertise.
• The company may enter into a business combination with a target that does not meet its stated acquisition criteria.
• The company's ability to complete a business combination may be impacted by the non-U.S. persons having voting securities in the sponsor and all officers/directors having ties to China, potentially limiting U.S. target acquisitions due to CFIUS review.
• Issuance of additional ordinary or preference shares to complete a business combination or under an employee incentive plan could dilute existing shareholders' interests.
• The grant of registration rights to initial shareholders may make it more difficult to complete a business combination and could adversely affect the market price of ordinary shares.
• Management may not be able to maintain control of MicroTouch after the initial business combination.
• Acquiring an early-stage, financially unstable, or unproven business carries inherent risks.
• Costs and difficulties in managing cross-border business operations, particularly with MicroTouch operating exclusively in Hong Kong.
• Unpredictable legal systems and underdeveloped laws/regulations in foreign countries, subject to corruption and inexperience.
• Potential for PRC government to extend oversight and control to Hong Kong-based companies, impacting MicroTouch's operations.
• Uncertainty regarding indirect transfers of equity interests in PRC resident enterprises by non-PRC holding companies.
• Risk of delisting under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB cannot inspect the auditor.
• U.S. laws and regulations, including the HFCA Act, may restrict or eliminate the ability to complete a business combination with certain China-based companies.
• Recent regulatory actions by the PRC government regarding foreign capital efforts and business combinations with offshore shell companies may adversely impact the ability to consummate a business combination with a China-based entity.
• Chinese government's substantial control over the economy and potential for quick, unannounced changes in policies, regulations, and enforcement of laws.
• Difficulties for investors to effect service of process or enforce U.S. judgments in the Cayman Islands or Hong Kong.
• Potential for Chinese government intervention or influence over future PRC subsidiaries' operations or foreign offerings, causing securities value to decline or become worthless.
• Greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, potentially limiting target pool for internet and technology companies.
• Governmental control of currency conversion in the PRC may affect investment value.
• The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of securities and hinder business combination completion.
• The securities in which trust account funds are invested could bear a negative rate of interest, reducing redemption value.
• The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
• Resources could be wasted on researching uncompleted business combinations.
• Conflicts of interest for sponsor, officers, and directors due to their investment loss if no business combination is completed.

Future Outlook

The company's primary business strategy is to successfully consummate the proposed business combination with MicroTouch Technology INC. It intends to dedicate 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. The company anticipates MicroTouch will benefit from accessing U.S. capital markets and the management team's expertise. If the MicroTouch combination is not consummated, the company will resume its search for a new target based on original criteria and geographic focus, subject to remaining time constraints.

Management Comments

• Management believes their team's experienced financial services, accounting, legal professionals, and senior operating executives were critical in identifying MicroTouch as an attractive acquisition opportunity.
• Management anticipates MicroTouch will be able to benefit from accessing the U.S. capital markets and the ongoing expertise and network of our management team.
• Management intends to complete an initial business combination before the mandatory liquidation date of September 13, 2026.

Industry Context

StockSavvy.ai notes that Future Vision II Acquisition Corp. operates within the highly competitive Special Purpose Acquisition Company (SPAC) sector, which has seen increased regulatory scrutiny, particularly concerning China-based targets. The termination of the previous merger with VIWO Technology Inc. highlights the inherent challenges and risks in SPAC transactions, including due diligence complexities and closing conditions. The new focus on MicroTouch, an IT services firm operating exclusively in Hong Kong without a VIE structure, suggests a strategic pivot to mitigate some of the heightened regulatory and geopolitical risks associated with mainland China operations, while still leveraging the management team's stated focus on Asia's growth.

Comparison to Industry Standards

• The company's trust account balance of $10.05 per public share (initially) is standard for SPACs, aiming to provide a floor for public shareholder redemptions.
• The 18-month (extendable to 24-month) period to complete a business combination is a common timeframe for SPACs, though the approaching deadline (September 13, 2026) adds pressure.
• The 80% of trust assets fair market value requirement for a target business is a standard SPAC acquisition criterion.
• The termination of the VIWO merger and the subsequent announcement of a new target (MicroTouch) is not uncommon in the SPAC industry, where initial agreements can fall through due to various factors, including due diligence findings, market conditions, or failure to meet closing conditions.
• The expressed 'going concern' doubt by the auditor is a critical red flag for SPACs nearing their liquidation deadline without a completed business combination, aligning with industry concerns about SPAC viability.

Corporate Governance

Legal Proceedings

• There is no material litigation, arbitration, or governmental proceeding currently pending against the company or any members of its management team in their capacity as such.

Related Party Transactions

• HWei Super Speed Co. Ltd. (the Sponsor) acquired 1,437,500 founder shares for an aggregate purchase price of $25,000.
• The Sponsor purchased 299,000 Placement Units at $10.00 per unit, generating $2,990,000 in gross proceeds.
• The company pays an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial/administrative support. Accrued $121,667 for 2025 and $36,333 for 2024. Amount due to related parties was $158,000 as of December 31, 2025.
• A promissory note for up to $500,000 was issued to the Sponsor for IPO expenses; $375,000 was borrowed and fully repaid after the IPO.
• The Sponsor or its affiliates may loan the company up to $1,500,000 for transaction costs, convertible into working capital units at $10.00 per unit upon business combination. No borrowings under this arrangement as of December 31, 2025.
• Officers and directors, including the CFO Caihong Chen, have potential conflicts of interest due to other business affiliations and fiduciary duties to other entities, including other SPACs (e.g., Wintergreen Acquisition Corp. for Ms. Chen).

Stakeholder Impact

• Shareholders: The termination of the VIWO merger and the announcement of the MicroTouch merger introduce uncertainty but also a new opportunity. The 'going concern' warning poses a significant risk to their investment if a business combination is not completed by the deadline. Redemption rights offer a potential exit at approximately $10.05 per share, but the value of rights will expire worthless if no business combination occurs.
• Sponsor and Management: Their founder shares and private placement units will be worthless if a business combination is not completed, creating a strong incentive to close a deal, which could lead to conflicts of interest.
• Underwriters: Entitled to deferred underwriting commissions of $575,000 and 28,750 representative shares upon consummation of a business combination, creating an incentive for deal completion.

Next Steps

• Complete the necessary financial, legal, and regulatory requirements to close the proposed business combination with MicroTouch Technology INC.
• Integrate MicroTouch as a wholly-owned subsidiary and support its transition into a publicly traded entity.
• Future Vision will change its name to MicroTouch Inc. upon consummation of the business combination.
• If the MicroTouch business combination is not consummated, the company will resume its search for an initial business combination target based on original criteria and geographic focus, subject to remaining time constraints.
• The company will continue to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act.

Key Dates

Recommendation

The company is a SPAC that has terminated one merger agreement but quickly secured another with MicroTouch Technology INC. This demonstrates management's commitment to finding a target. However, the 'going concern' warning from the auditor and the approaching liquidation deadline (September 13, 2026) introduce substantial risk. While the new merger provides a path forward, its successful completion is not guaranteed, and the inherent risks of SPACs, particularly those with ties to China/Hong Kong, remain. A 'hold' recommendation is appropriate for investors who understand the speculative nature of SPACs and are willing to await further developments regarding the MicroTouch merger, given the potential for redemption at IPO price if the deal fails, but also the significant downside if the company liquidates.

Keywords

SPAC, Blank Check Company, Merger Agreement, MicroTouch Technology INC, Information Technology Services, Hong Kong, SEC Filing, 10-K, IPO, Trust Account, Corporate Governance, Risk Factors, Cayman Islands, China Risks, FVNNU, FVN, FVNNR