M&A - Future Vision II Acquisition Corp.

Form Type: S-4/A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000182912625004067

Filing Summary: Future Vision II Acquisition Corp. is seeking shareholder approval for a merger with VIWO Technology Inc. as detailed in the Merger Agreement dated November 28, 2024. On the closing date, VIWO will merge with Future Vision II Acquisition Merger Subsidiary Corp., with VIWO surviving as a wholly-owned subsidiary and continuing its operations in China. The transaction is projected to result in VIWO shareholders owning approximately 54.89% of the ordinary shares of the new entity, which will be renamed VIWO Inc. Future Vision’s public shareholders are expected to hold about 34.89% of the new entity, and the sponsor will hold around 9.74%. The proposal also involves a name change for Future Vision, adjustments to its memorandum and articles of association, and the election of a new board of directors for the merged entity. Shareholders are urged to vote on the Business Combination Proposal and other related proposals at an upcoming extraordinary general meeting. Approval of the merger and other proposals is expected to satisfy Nasdaq listing requirements, although no guarantees are provided that these conditions will be met.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000182912625003643

Filing Summary: Future Vision II Acquisition Corp. has filed its quarterly report for the period ended March 31, 2025, highlighting the company's financial performance and its ongoing business combination efforts. As of March 31, 2025, the company had current assets totaling $1,209,424 and total assets of $60,427,482. Significant liabilities include accounts payable and accrued expenses amounting to $75,000, alongside $53,238,240 classified as ordinary shares subject to redemption. The report shows a net income of $454,300 for the quarter, primarily from interest income and marketable securities, after a total operating expense of $166,900. Future Vision is a blank check company formed for merger or similar transactions and must complete its initial business combination within 18 months of its IPO, set for September 2024, to avoid liquidation. A business combination has been agreed upon with VIWO Technology Inc., further advancing the company's merger plans. The report indicates compliance with regulatory requirements, noting that the company is classified as a smaller reporting company and an emerging growth company. This filing provides details on financial activities and clarifies the company’s operational updates, including ongoing investor confidence and necessary timelines for transaction completions.

Form Type: S-4

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000182912625003304

Filing Summary: Future Vision II Acquisition Corp. is proposing a Business Combination with VIWO Technology Inc., as detailed in a Merger Agreement dated November 28, 2024, amended on December 10, 2024. This merger will result in VIWO becoming a wholly-owned subsidiary of Future Vision, leading to the issuance of 9,950,250 New VIWO ordinary shares valued at $100 million to VIWO shareholders. The Board of Directors has determined the transaction is fair and in the best interest of shareholders, seeking approval for several proposals at an Extraordinary General Meeting. Key proposals include the Business Combination, a name change to 'VIWO Inc.', and approval of new directors for the board of New VIWO. The completion is contingent on satisfying listing requirements set by Nasdaq. Shareholders of Future Vision will have the option to redeem their shares upon closing of the Business Combination.

Form Type: DRS/A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000182912625002616

Filing Summary: Future Vision II Acquisition Corp. has filed a draft registration statement for a proposed merger with VIWO Technology Inc., effective upon approval at an Extraordinary General Meeting. The merger is governed by a Merger Agreement dated November 28, 2024, and aims to form a new entity named VIWO Inc. The agreement has received unanimous approval from the Board of Directors and is viewed as beneficial for shareholders. Following the merger, shareholders of VIWO will own more than 50% of the new entity, which will transition to being listed on Nasdaq under a new symbol. Other shareholder proposals for the meeting include a change of name, additional share issuances, and board elections. The document also outlines redemption rights for public shareholders, stating the terms and process for redeeming shares for cash upon consummation of the merger.

Form Type: DRS/A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000182912625002094

Filing Summary: Future Vision II Acquisition Corp. has filed a draft registration statement related to a merger transaction with VIWO Technology Inc., resulting in Future Vision acquiring VIWO in a business combination. The Board of Directors has unanimously approved the merger agreement dated November 28, 2024, with plans to rename Future Vision to 'VIWO Inc.' after closing. Upon completion, VIWO shareholders will own approximately 54.89% of the new entity, while Future Vision public shareholders will possess around 34.89%. The document outlines various proposals for the extraordinary general meeting, including approval of the merger agreement, name change, and issuance of shares. It warns of potential conflicts of interest for the Sponsor and emphasizes the conditional nature of the business combination based on Nasdaq listing requirements.

Form Type: DRS/A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000182912625001610

Filing Summary: Future Vision II Acquisition Corp. has filed a registration statement regarding a significant business combination with VIWO Technology Inc., as delineated in a merger agreement dated November 28, 2024. The Board of Directors has unanimously approved this merger, which will transform Future Vision into a wholly-owned subsidiary of VIWO Technology. As a result of the merger, shareholders of VIWO will hold approximately 54.89% of the new entity's shares, while public shareholders of Future Vision will own about 34.89%. The merger will influence the governance structure, as New VIWO will be considered a 'controlled company,' affecting its compliance with Nasdaq corporate governance requirements. The filing sets the stage for an extraordinary general meeting where shareholders will vote on critical proposals, including the approval of the merger, a name change to 'VIWO Inc.', and certain amendments to the corporate governance documents. Shareholders will also have the right to redeem their shares before the business combination closes, with the redemption process outlined. The successful completion of the merger is contingent on meeting Nasdaq's listing requirements and obtaining necessary shareholder approvals, amidst potential conflicts of interest concerning the sponsors and directors.

Form Type: 10-K

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000182912625001482

Filing Summary: Future Vision II Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aiming to affect a business combination through a merger or acquisition. The company has not commenced operations and generated no revenues as of December 31, 2024. Key events include the execution of a merger agreement with Viwo Technology Inc. on November 28, 2024, valuing Viwo at $100 million, with shares to be exchanged for Future Vision shares at a valuation of $10.05 each. The merger presents multiple closing conditions, including SEC declarations and shareholder approvals. A performance-based lock-up mechanism for shareholders' shares is included in the agreement, aimed at fostering Viwo's revenue growth post-merger. The business strategy emphasizes acquisitions in the Asian market, despite facing the inherent risks of an early-stage growth company. The report outlines the company’s financial strategy, funding details, and risks associated with completing an initial business combination. Additionally, merger details include the firm’s placement of IPO proceeds in trust and the regulatory steps required for the transaction to progress.

Form Type: DRS/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000182912625000945

Filing Summary: Future Vision II Acquisition Corp. has announced a merger with VIWO Technology Inc., with the Future Vision Board of Directors unanimously approving the Merger Agreement dated November 28, 2024. Under the agreement, VIWO will merge with Future Vision II Acquisition Merger Subsidiary Corp., allowing VIWO to continue its business as a wholly-owned subsidiary. Post-merger, VIWO shareholders will own approximately 54.89% of the newly formed entity, with Future Vision public shareholders owning about 34.89%. The merger is contingent upon shareholder approval at an Extraordinary General Meeting. Future Vision will be renamed to 'VIWO Inc.' upon completion. The transaction's success depends on meeting Nasdaq listing requirements.

Form Type: DRS/A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000182912625000092

Filing Summary: Future Vision II Acquisition Corp. is proceeding with a Business Combination with VIWO Technology Inc. as outlined in the Merger Agreement. The Board has unanimously approved the transaction, which will see VIWO merging with a subsidiary of Future Vision. Upon completion, VIWO shareholders will hold 54.89% of the new entity; Future Vision public shareholders will command 34.89%, while the Sponsor retains 9.74%. The merger necessitates shareholder approval during an upcoming Extraordinary General Meeting. Key proposals include rebranding Future Vision as VIWO Inc. and requiring Nasdaq compliance for the share issuance. No appraisal rights apply for shareholders, and public shareholders can redeem shares at a value derived from the trust account prior to the business combination's closing.

Form Type: DRS

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000182912624008619

Filing Summary: Future Vision II Acquisition Corp. has filed a preliminary proxy statement/prospectus in connection with its proposed business combination with VIWO Technology Inc., to be held after the SEC declares the registration statement effective. The board of Future Vision unanimously approved the Merger Agreement on November 28, 2024, which will allow VIWO to merge with a newly formed subsidiary of Future Vision, resulting in VIWO becoming a wholly-owned subsidiary. Shareholders will have the opportunity to vote on several proposals, including the name change to VIWO Inc. and the issuance of ordinary shares related to the merger. Approximately 54.89% of the new entity's shares will be owned by VIWO shareholders and public shareholders are estimated to own around 34.89%. The proposal will be presented at an Extraordinary General Meeting, with provisions for shareholder redemptions and considerations for potential dilution due to the merger. Additionally, the document outlines the conflicts of interest involving the Sponsor, HWei Super Speed Co., Ltd.