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Item 1. Financial Statements

2025-05-14 compared with 2024-10-18 · 263 added, 398 removed, 183 unchanged (78% of the section changed)

Financial Statements

VISION II ACQUISITION CORP.

BALANCE SHEET

expressed in United States dollars (“US$), except for number of shares

September 30,

FUTURE VISION II ACQUISITION CORP.

CONDENSED BALANCE SHEET

Currency expressed in United States dollars (“US$)

Current assets

11 unchanged sentences

Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 5,750,000 shares

Ordinary shares subject to possible redemption, 5,750,000 shares at March 31, 2025 and December 31, 2024

Shareholders’ Equity:

Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 1,794,000 shares issued and outstanding (excluding 5,750,000 shares subject to redemption)

Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 1,794,000 shares issued and outstanding (excluding 5,750,000 shares subject to redemption) at March 31, 2025 and December 31, 2024

Additional paid-in capital

1 unchanged sentence

Total Shareholders’ Equity

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these unaudited condensed financial statements.

VISION II ACQUISITION CORP.

STATEMENTS OF OPERATIONS

expressed in United States dollars (“US$), except for number of shares

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURE VISION II ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Currency expressed in United States dollars (“US$)

Three Months Ended

September 30,

January 30, 2024

(Inception) Through

September 30,

Formation and operating costs

6 unchanged sentences

Total other income

Income before income taxes

Income taxes provision

Net income (loss)

Other comprehensive income

Comprehensive income (loss)

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares

Basic and diluted net income per ordinary share, redeemable ordinary shares

Basic and diluted earnings per ordinary share, redeemable ordinary shares

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares

accompanying notes are an integral part of these unaudited condensed financial statements.

VISION II ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

expressed in United States dollars (“US$), except for number of shares

Basic and diluted loss per ordinary share, non-redeemable ordinary shares

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURE VISION II ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

Currency expressed in United States dollars (“US$), except for number of shares

For the Three Months Ended March 31, 2025

Ordinary Shares

Shareholder’s

as of January 30, 2024 (inception)

shares issued to Sponsor (1)

as of March 31, 2024

as of June 30, 2024

allocated to Public Rights

of private placement shares

of representative shares

Underwriters’

offering expenses

of ordinary share subject to redemption value

as of September 30, 2024

accompanying notes are an integral part of these unaudited condensed financial statements.

VISION II ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

expressed in United States dollars (“US$)

Balance as of January 1, 2025

Accretion of ordinary share subject to redemption value

Balance as of March 31, 2025 (Unaudited)

For the Period From January 30, 2024 (Inception) Through March 31, 2024

Ordinary Shares

Shareholder’s

Balance as of January 30, 2024 (inception)

Founder shares issued to Sponsor

Balance as of March 31, 2024 (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURE VISION II ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

Currency expressed in United States dollars (“US$)

January 30, 2024

(Inception) Through

September 30,

Flows from Operating Activities:

to reconcile net loss to net cash used in operating activities:

earned on marketable securities held in Trust Account

in operating assets and liabilities:

to related parties

Cash Used in Operating Activities

Flows from Investing Activities:

of marketable securities held in Trust Account

Cash Used in Investing Activities

Flows from Financing Activities:

from issuance of ordinary shares to Sponsor

from issuance of promissory note to related party

of promissory note to related party

from sale of public units through public offerings, net of underwriters’ discount

from ordinary shares issued in private placement

of offering costs

Cash Provided by Financing Activities

Change in Cash

Beginning of Period

End of Period

Disclosure of Non-cash Investing and Financing Activities:

costs included in accrued offering costs

Representative

shares issued and charged to offering costs

of ordinary shares subject to redemption value

accompanying notes are an integral part of these unaudited condensed financial statements.

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Income earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Due to related parties

Net Cash Used in Operating Activities

Cash Flows from Financing Activities:

Proceeds from issuance of ordinary shares to Sponsor

Proceeds from issuance of promissory note to related party

Payment of offering costs

Net Cash Provided by Financing Activities

Net Change in Cash

Cash, Beginning of Period

Cash, End of Period

Supplemental Disclosure of Non-cash Investing and Financing Activities:

Accretion of ordinary shares subject to redemption value

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURE VISION II ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Note 1 — Organization and Business Operation

2 unchanged sentences

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected any Business Combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.

As of September 30, 2024, the Company had not commenced any operations.

For the period from January 30, 2024 (inception) through September 30, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below).

As of March 31, 2025, the Company had not commenced any operations.

All activities through March 31, 2025 have been limited to the Company’s organizational activities as well as activities related to the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

21 unchanged sentences

FUTURE VISION II ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

13 unchanged sentences

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

The Company will have until 18 months from the closing of the IPO (or up to 24 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination by up to six additional months through six one-month extensions of time, as further provided in the Company’s amended and restated memorandum and articles of association) to consummate a Business Combination (the “Combination Period”).

5 unchanged sentences

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims.

On November 28, 2024, the Company, VIWO Technology

Inc., a Cayman Islands exempted company (“VIWO”) and Future Vision II Acquisition Merger Subsidiary Corp., a Cayman Islands

exempted company and wholly-owned subsidiary of the Company incorporated for the purpose of consummating a business combination (the “Merger

Sub”), have agreed to a Business Combination under the terms of a Merger Agreement, pursuant to which the Merger Sub will merge

with and into VIWO, with VIWO surviving the merger.

As a result, VIWO will be a wholly-owned subsidiary of Future Vision.

The former securityholders

of VIWO will receive 9,950,250 Future Vision ordinary shares as consideration upon the consummation of the Business Combination (“Consideration

On December 10, 2024, the parties entered into Amendment

1 to the Merger Agreement requiring the Company to cause VIWO shareholders to enter into a lock up agreement with respect to the

Consideration Shares to be received by the VIWO shareholders after the consummation of the Business Combination.

Going Concern Consideration

As of September 30, 2024, the Company had $ 1,464,303 of cash in its operating bank account.

As of March 31, 2025, the Company had $ 1,142,445 of cash in its operating bank account.

The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the payment of $ 25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 5), and loan from the Sponsor of $ 375,000 under the Promissory Note (as defined in Note 5).

2 unchanged sentences

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).

As of September 30, 2024, there were no amounts outstanding under any Working Capital Loan.

As of March 31, 2025, there were no amounts outstanding under any Working Capital Loan.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

7 unchanged sentences

Basis of Presentation

The accompanying unaudited condensed

financial statements have been prepared in accordance with U.S.

GAAP for interim financial information.

Accordingly, they do not include

all of the information and disclosures required by U.S.

GAAP for annual financial statements.

In the opinion of management,

the accompanying condensed financial statements include all adjustments which are considered necessary for a fair presentation

of the unaudited condensed financial statements of the Company as of September 30, 2024, and for the three months ended September

30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024.

The results of operations for the three months

ended September 30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024 are not necessarily indicative

of the operating results for the full year ending December 31, 2024 or any other period.

These unaudited condensed financial

statements have been derived from the accounting records of the Company and should be read in conjunction with the financial

statements and notes thereto included in the Company ’ s final prospectus

for its Initial Public Offering as filed with the SEC on September 12, 2024.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or footnote disclosures normally included in the financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all of the information and disclosures necessary for a complete presentation of financial position, results of operations or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments which are considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period from January 30, 2024 (inception) through December 31, 2024 as filed with the SEC on March 5, 2025.

Emerging Growth Company

The Company is an “emerging growth company”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

3 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 163,591 in cash and $ 1,300,712

in cash equivalents as of September 30, 2024.

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,142,445 and $ 1,332,505 in cash as of March 31, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

As of September 30, 2024, all of the assets

held in the Trust Account were held in U.S.

As of March 31, 2025 and December 31, 2024, all of the assets held in the Trust Account were held in U.S.

Treasury Securities Money Market Funds.

All of the Company’s investments held in the

Trust Account are classified as marketable securities.

Marketable securities are presented on the condensed balance sheet at fair value

at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are

included in income earned on marketable securities held in Trust Account in the accompanying condensed statement of operations.

The estimated

fair values of marketable securities held in Trust Account are determined using available market information.

As of September 30,

2024, the estimated fair value of marketable securities held in Trust Account was $ 57,935,279 .

FUTURE VISION II ACQUISITION

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

September 30, 2024

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the IPO that were directly related to the IPO.

Offering cost amounted to $ 1,845,513 ,

consisting of $ 862,500 and $ 522,019 of underwriting commissions which were paid in cash and representative shares (57,500 ordinary shares)

at the closing date of the IPO, respectively and $ 460,994 of other offering costs.

All of the Company’s investments held in the Trust Account are classified as marketable securities.

Marketable securities are presented on the condensed balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in income earned on marketable securities held in Trust Account in the accompanying condensed statement of operations.

The estimated fair values of marketable securities held in Trust Account are determined using available market information.

As of March 31, 2025 and December 31, 2024, the estimated fair value of marketable securities held in Trust Account was $ 59,218,058 and $ 58,605,697 , respectively.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO.

Offering cost amounted to $ 1,845,513 , consisting of $ 862,500 and $ 522,019 of underwriting commissions which were paid in cash and representative shares (57,500 ordinary shares) at the closing date of the IPO, respectively and $ 460,994 of other offering costs.

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

The Company allocates offering costs among public shares, public rights based on the relative fair values of public shares and public rights.

Accordingly, $ 1,684,693 was allocated to public shares and charged to ordinary shares subject to possible redemption, and $ 160,820 was allocated to public rights and charged to shareholders’ equity.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value

Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair

value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market

approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for

inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined

as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based

on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the

inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the

circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are

readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that

are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs

that are derived principally from or corroborated by market through correlation or other means.

3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of

the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts

represented in the accompanying balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance

sheet for cash and cash equivalents, marketable securities held in trust account, accounts

payable and accrued expenses and due to related parties each qualify as financial instruments and are a reasonable estimate of their fair

values because of the short period between the origination of such instruments and their expected realization and their current market

rate of interest.

The following table presents information about

the Company ’ s assets that are measured at fair value on a recurring

basis as of September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

Schedule of fair value

on a recurring basis

September 30,

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents, marketable securities held in trust account, accounts payable and accrued expenses and due to related parties each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest.

The following table presents information about the Company ’ s assets that are measured at fair value on a recurring basis as of the presented periods, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of fair value on a recurring basis

Marketable securities held in Trust Account

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution and marketable securities held in

Trust Account which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on

such account.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and marketable securities held in Trust Account which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Ordinary Shares Subject to Possible Redemption

7 unchanged sentences

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes in redemption value as a charge against additional paid-in-capital over an expected 18-month period, which is the initial period that the Company has to complete a Business Combination.

For the three months ended September 30, 2024

and for the period from January 30, 2024 (inception) through September 30, 2024, the Company recorded accretion of ordinary share subject

to redemption value of $ 164,962 .

Ordinary shares subject to possible redemption reflected in the balance

sheet are recorded in the following table:

Schedule of Ordinary

shares subject to possible redemption

Gross proceeds

Proceeds allocated to public rights

( 5,010,614 )

The Company has elected to recognize the changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by charges against additional paid-in capital, over an expected 18-month period, which is the initial period that the Company has to complete a Business Combination.

For the three months ended March 31, 2025, the Company recorded accretion of ordinary share subject to redemption value of $ 1,100,598 .

As of March 31, 2025, the ordinary shares subject to possible redemption reflected in the condensed balance sheet are recorded in the following table:

Schedule of Ordinary shares subject to possible redemption

Ordinary shares subject to possible redemption as of January 1, 2025

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption as of September 30, 2024 (Unaudited)

Ordinary shares subject to possible redemption as of March 31, 2025 (Unaudited)

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Related Parties

Parties, which can be a corporation or individual,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are

subject to common control or common significant influence.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

The unaudited condensed statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income

(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.

For the three months ended September 30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then

share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic loss per share for the period

The net income (loss) per share presented in the

unaudited condensed statements of operations is based on the following:

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

Earnings (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

The unaudited condensed statements of operations and comprehensive income (loss) include a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of income per share.

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.

For the three months ended March 31, 2025 and for the period from January 30, 2024 (inception) through March 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

Earnings (loss) per share presented in the unaudited condensed statements of operations and comprehensive income (loss) is based on the following:

Schedule of consolidated statements of operations

Three Months Ended

January 30, 2024

(Inception) Through

September 30,

Accretion of redeemable ordinary shares subject to redemption value

Net income (loss)

Accretion of redeemable ordinary shares to redemption value

Net loss including accretion of redeemable ordinary shares to redemption value

FUTURE VISION II ACQUISITION

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

September 30, 2024

The net income (loss) per share

presented in the unaudited condensed statement of operations is based on the following:

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Earnings (loss) per share presented in the unaudited condensed statement of operations and comprehensive income (loss) is based on the following:

Schedule of Basic and Diluted Net Loss Per Share

2 unchanged sentences

(Inception) Through

September 30,

Ordinary Share

5 unchanged sentences

Allocation of net loss

Accretion of initial measurement of ordinary shares subject to redemption value

Accretion of redeemable ordinary shares to redemption value

Allocation of net income (loss)

1 unchanged sentence

Weighted-average ordinary shares outstanding

Basic and diluted net income (loss) per share

FUTURE VISION II ACQUISITION

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

September 30, 2024

The Company accounts for income taxes under ASC

740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when

it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides

guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of September 30, 2024.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company determined that the Cayman Islands

is the Company ’ s only major tax jurisdiction.

The Company may be subject to potential examination

by taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions,

the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company ’ s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There is currently no taxation imposed on income

by the Government of the Cayman Islands for the period from January 30, 2024 (inception) through September 30, 2024.

Basic and diluted earnings (loss) per share

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company determined that the Cayman Islands is the Company ’ s only major tax jurisdiction.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

The Company may be subject to potential examination by taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company ’ s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There is currently no taxation imposed on income by the Government of the Cayman Islands for the three months ended March 31, 2025 and for the period from January 30, 2024 (inception) through March 31, 2024.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on January 1, 2025 and concluded that there was no material impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company ’ s

management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any recently

issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company ’ s

financial statements.

3 — Initial Public Offering

On September 13, 2024, the Company consummated

its IPO of 5,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 50,000,000 .

The Company granted the underwriter a 45-day

option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments.

On September 13, 2024, the over-allotment

option was exercised, generating gross proceeds of $ 7,500,000 and deposited into the Trust Account.

Each unit has an offering price of $ 10.00 and

consists of one ordinary share (“Public Share”) and one right (“Public Right”) to receive one-tenth (1/10) of

an ordinary share upon the consummation of the initial business combination.

Meanwhile, the Company incurred offering costs

of approximately $ 1,845,513 , consisting of $ 862,500 and $ 522,019 of underwriting commissions which were paid in cash and representative

shares (57,500 ordinary shares) at the closing date of the IPO, respectively and $ 460,994 of other offering costs.

Meanwhile, pursuant the underwriting agreement,

1.0% of the gross proceeds of the IPO, or $ 575,000 , will be paid in cash, and 28,750 representative shares will be issued, both of which

as the deferred underwriting commission at the consummation of a Business Combination.

All of the 5,750,000 public

shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside

of permanent equity.

The Company’s redeemable

ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected

to accrete changes in the redemption value over the period from the date of issuance which is the IPO date.

The accretion or remeasurement

is treated as a deemed dividend and charged against additional paid-in capital.

4 — Private Placement

Simultaneously with the closing of the IPO, the

Sponsor purchased an aggregate of 299,000 Placement Units at a price of $ 10.00 per Placement Unit raising $ 2,990,000 in the aggregate.

The proceeds from the sale of the Placement Units

were added to the net proceeds from the IPO held in the Trust Account.

The Private Placement Units are identical to the Public Units

sold in this IPO, subject to limited exceptions.

The holder of the Private Placement Units will be entitled to registration rights.

addition, these Private Placement Units may not, subject to certain limited exceptions, be redeemable, transferred, assigned or sold

until the later of the completion of our initial business combination or 12 months following the closing of the IPO.

The Company ’ s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company ’ s financial statements.

Note 3 — Initial Public Offering

On September 13, 2024, the Company consummated its IPO of 5,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 50,000,000 .

The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments.

On September 13, 2024, the over-allotment option was exercised, generating gross proceeds of $ 7,500,000 and deposited into the Trust Account.

Each unit has an offering price of $ 10.00 and consists of one ordinary share (“Public Share”) and one right (“Public Right”) to receive one-tenth (1/10) of an ordinary share upon the consummation of the initial business combination.

Meanwhile, the Company incurred offering costs of approximately $ 1,845,513 , consisting of $ 862,500 and $ 522,019 of underwriting commissions which were paid in cash and representative shares (57,500 ordinary shares) at the closing date of the IPO, respectively and $ 460,994 of other offering costs.

Meanwhile, pursuant the underwriting agreement, 1.0% of the gross proceeds of the IPO, or $ 575,000 , will be paid in cash, and 28,750 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

All of the 5,750,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to accrete changes in the redemption value over the period from the date of issuance which is the IPO date.

The accretion or remeasurement is treated as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by charges against additional paid-in capital.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 299,000 Placement Units at a price of $ 10.00 per Placement Unit raising $ 2,990,000 in the aggregate.

The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account.

The Private Placement Units are identical to the Public Units sold in this IPO, subject to limited exceptions.

The holder of the Private Placement Units will be entitled to registration rights.

In addition, these Private Placement Units may not, subject to certain limited exceptions, be redeemable, transferred, assigned or sold until the later of the completion of our initial business combination or 12 months following the closing of the IPO.

Note 5 — Related Party Transactions

2 unchanged sentences

On September 13, 2024, the over-allotment option was exercised and none of the Founder Shares were subject to forfeiture.

The Sponsor has agreed not to transfer, assign or sell their Founder Shares (excluding any units or shares comprising the units acquired in the offering) until the earlier to occur of (a) twelve months after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The Sponsor has agreed not to transfer, assign or sell their Founder Shares (excluding any units or shares comprising the units acquired in the offering) until the earlier to occur of (a) twelve months after the completion of the Company’s initial business combination and (b) upon completion of the Company’s initial business combination, (x) if the last reported sale price of the Company’s ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Company’s initial business combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, directors and executive officers with respect to any founder shares.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Promissory Note — Related Party

2 unchanged sentences

The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

The Company had borrowed $ 375,000 under the Promissory Note with the Sponsor for its IPO.

For the period from January 30, 2024 (inception) through March 31, 2024, the Company had borrowed $ 375,000 under the Promissory Note with the Sponsor for its IPO.

Shortly after completion of the IPO, such amount was fully repaid.

As of September 30, 2024, no amounts under the Promissory Note have been drawn.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Placement Units.

As of September 30, 2024, the Company had no borrowings under the Working Capital Loans.

For the three months ended March 31, 2025 and for the period from January 30, 2024 (inception) through March 31, 2024, the Company had no borrowings under the Working Capital Loans.

Administrative Services Arrangement

1 unchanged sentence

Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the period from January 30, 2024 (inception)

through September 30, 2024, the Company has accrued $ 5,667

for the service provided by the Sponsor and as of September 30, 2024, the Company had amount due to related parties of $ 5,667 .

The amount due to related parties is non-interest bearing and due on demand.

FUTURE VISION II ACQUISITION

NOTES TO UNAUDITED CONDENSED

FINANCIAL STATEMENTS

September 30, 2024

For the three months ended March 31, 2025, the Company has accrued $ 30,000 for the service provided by the Sponsor.

As of March 31, 2025 and December 31, 2024, the balance of amount due to a related party were $ 66,333 and $ 36,333 , respectively.

Note 6 — Shareholder’s Equity

Ordinary Shares

The Company is authorized to issue 500,000,000

ordinary shares with a par value of $ 0.0001 per share.

On January 30, 2024, the Company issued 10,000 ordinary shares to the Sponsor

for an aggregate purchase price of $ 1 .

On February 27, 2024, the Company issued 1,437,500 ordinary shares to the Sponsor including

an aggregate of 187,500 shares that are subject to forfeiture to the extent that the underwriter’s over-allotment option is not

exercised in full or in part, so that the initial shareholder will own 20% of the Company’s issued and outstanding ordinary shares

(excluding the Private Placement Units and Representative shares (as defined below) and assuming the initial shareholder does not purchase

any shares in the IPO).

Meanwhile, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 10,000

ordinary shares.

As of September 30, 2024, as a result of

closing of the IPO and the exercise of the Representative’s Over-Allotment Option on September 13, 2024, there were 7,544,000

ordinary shares issued and outstanding, including 5,750,000 ordinary shares subject to possible redemption.

As of September 30, 2024, there were 5,750,000

public rights and 299,000 private rights include in the Placement Units outstanding.

There was no right attached to the Representative

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will receive

one-tenth (1/10) of an ordinary share (the “Rights”) upon consummation of the initial business combination.

In the event the

Company will not be the surviving company upon completion of our initial business combination, each holder of a right will be required

to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share of the Company underlying each right

upon consummation of the business combination unless otherwise waived in the course of the business combination.

No fractional shares

will be issued upon exchange of rights.

No additional consideration will be required to be paid by a holder of rights in order to receive

its additional shares upon consummation of a business combination.

Fractional shares will either be rounded down to the nearest whole

share or otherwise addressed in accordance with the applicable provisions of Cayman Law.

If the Company is unable to complete an initial

Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights

will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets

held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual

penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination.

the rights may expire worthless.

Representative Shares

On September 13, 2024, the Company issue

57,500 Representative Shares to the representative of the underwriters (and/or its designees) as part of the underwriting compensation.

The representative shares have deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 5110I(1),

these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic

disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering,

nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following September 13,

2024 except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

On September 30, 2024, as a result of the

closing of the IPO and exercise of the Representative’s Over-Allotment Option, there were 1,794,000 ordinary shares issued and outstanding,

consisting of 1,437,500 ordinary shares of founder shares, 299,000 ordinary shares from private placement and 57,500 to the underwriter.

The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

On January 30, 2024, the Company issued 10,000 ordinary shares to the Sponsor for an aggregate purchase price of $ 1 .

On February 27, 2024, the Company issued 1,437,500 ordinary shares to the Sponsor including an aggregate of 187,500 shares that are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholder will own 20% of the Company’s issued and outstanding ordinary shares (excluding the Placement shares and Representative shares (as described below) and assuming the initial shareholder does not purchase any shares in the IPO).

Meanwhile, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 10,000 ordinary shares.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED

CONDENSED FINANCIAL STATEMENTS

September 30, 2024

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

On September 13, 2024, the Company consummated its IPO of 5,000,000 units at $10.00 per Unit, with the exercise of the underwriter’s over-allotment option of 750,000 units, generating gross proceeds of $ 57,500,000 .

As a result, the 187,500 ordinary shares of founder shares were no longer subject to forfeiture.

Simultaneously with the consummation of the closing of the IPO, the Company issued 299,000 ordinary shares to the Sponsor in the private placement.

On September 13, 2024, the Company issued 57,500 Representative Shares to the representative of the underwriters (and/or its designees) as part of the underwriting compensation.

The representative shares have deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110I(1).

Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following September 13, 2024 except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

As of March 31, 2025 and December 31, 2024, as a result of closing of the IPO, the exercise of the Representative’s Over-Allotment Option and the sales of Placement Units in the private placement, there were 7,544,000 ordinary shares issued and outstanding, including 5,750,000 ordinary shares subject to possible redemption, which are classified as temporary equity, and 1,794,000 ordinary shares.

1,794,000 ordinary shares issued and outstanding, consisting of 1,437,500 ordinary shares of founder shares, 299,000 ordinary shares from private placement and 57,500 ordinary shares to the underwriter.

As of March 31, 2025 and December 31, 2024, there were 5,750,000 public rights included in the Public Units and 299,000 private rights include in the Placement Units outstanding.

There was no right attached to the Representative Shares.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will receive one-tenth (1/10) of an ordinary share (the “Rights”) upon consummation of the initial business combination.

In the event the Company will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share of the Company underlying each right upon consummation of the business combination unless otherwise waived in the course of the business combination.

No fractional shares will be issued upon exchange of rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a business combination.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Law.

If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination.

Accordingly, the rights may expire worthless.

Note 7 — Commitments &Contingencies

4 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

Underwriting Agreement

2 unchanged sentences

The underwriters were entitled to an underwriting discount of 4.0% of the gross proceeds of the IPO, of which (i) 1.5% of the gross proceeds of the IPO, or $ 862,500 , were paid in cash at the closing of the IPO, (ii) 57,500 ordinary shares were paid at the closing of the IPO as representative shares (“Representative Shares”) (such representative shares shall be registered so as to circumvent reliance on the Rule 144 exemption and shall only therein be subject to FINRA’s 180-day lock-up period rule), (iii) 1.0% of the gross proceeds of the IPO, or 575,000 , will be paid in cash, and 28,750 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination.

Note 8 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides on resource allocation based on the net income or loss reported on the statement of operations and comprehensive income (loss).

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

Schedule of Segment Information

Marketable securities held in Trust Account

Three Months Ended

Operating expenses

Income earned on marketable securities held in Trust Account

FUTURE VISION II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

The CODM reviews income earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Operating expenses, as reported on the statements of operations and comprehensive income (loss), are the significant segment expenses provided to the CODM on a regular basis.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date of this report when the financial statements were issued.

Other than as described

in the financial statements, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of these unaudited condensed financial statements were issued.

Other than as described in the unaudited condensed financial statements, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements