What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-05 · 98 added, 74 removed, 203 unchanged (46% of the section changed)

29 unchanged sentences

The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

of a Material Definitive Agreement

On December 29, 2025, VIWO Technology Inc., a Cayman Islands exempted company (“Viwo”), delivered a written notice to Future Vision and Future Vision II Acquisition Merger Subsidiary Corp.

(the “Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of Future Vision, terminating that certain Merger Agreement, dated as of November 28, 2024 (as amended by Amendment No.

1 dated December 10, 2024, the “Merger Agreement”), by and among Future Vision, the Merger Sub, and Viwo.

The Proposed Business Combination

On November 28, 2024, we entered into a Merger Agreement (the “Merger Agreement”) by and among Future Vision, Future Vision II Acquisition Merger Subsidiary Corp.

(“Merger Sub”), a Cayman Islands exempted company and a wholly owned subsidiary of Future Vision, and Viwo Technology Inc.

(“Viwo”), a Cayman Islands exempted company carrying on business through its wholly-owned subsidiaries in China (collectively with Future Vision and Merger Sub, the “Parties”, or each a “Party”).

Pursuant to the Merger Agreement, upon the terms and subject to the conditions therein and in accordance with the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”), the Parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into Viwo, with Viwo being the surviving entity and becoming a wholly owned subsidiary of Future Vision (the “Proposed Business Combination”).

Simultaneously with the consummation of the Business Combination, Future Vision will change its name to “Viwo Inc.”

Viwo is an innovation-driven technology company specializing in business technology services, with a particular focus on marketing technology services and software development services.

Viwo’s mission is to drive business growth and enhance corporate value for its customers.

Viwo assists customers across various industries in achieving digital upgrades and transformations, thereby creating future value.

Viwo is committed to continuous technological innovation with the aim,

On January 16, 2026, we entered into a Merger Agreement (the “Merger Agreement”) by and among Future Vision, Future Vision II Acquisition Merger Subsidiary Corp.

(“Merger Sub”), a Cayman Islands exempted company and a wholly owned subsidiary of Future Vision, and MicroTouch Technology INC (“MicroTouch”), a Cayman Islands exempted company carrying on business through its wholly-owned subsidiaries in HongKong (collectively with Future Vision and Merger Sub, the “Parties”, or each a “Party”).

Pursuant to the Merger Agreement, upon the terms and subject to the conditions therein and in accordance with the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”), the Parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into MicroTouch, with MicroTouch being the surviving entity and becoming a wholly owned subsidiary of Future Vision (the “Proposed Business Combination”).

Simultaneously with the consummation of the Business Combination, Future Vision will change its name to “MicroTouch Inc.”

MicroTouch is an enterprise

focusing on information technology services, dedicated to providing customers with efficient and accurate digital support through technology-driven

MicroTouch positions itself in two core areas:

SmartFlow Real-Time Matching Information Technology Services and enterprise-level

custom software development.

Relying on independently developed technology systems, professional project management capabilities, and

a stable network of customers and partners, MicroTouch seeks to create long-term value for its customers.

Merger Consideration

The Business Combination values Viwo and its subsidiaries and businesses at $100,000,000.00.

Upon the Parties satisfying (or waiving, as applicable) all closing conditions and executing the Plan of Merger and other required documents under Cayman law, all of Viwo’s outstanding ordinary shares will be canceled and converted into the right to receive an aggregate of 9,950,250 shares of Future Vision.

The Business Combination values MicroTouch and its subsidiaries and businesses at $90,000,000.00.

Upon the Parties satisfying (or waiving, as applicable) all closing conditions and executing the Plan of Merger and other required documents under Cayman law, all of MicroTouch’s outstanding ordinary shares will be canceled and converted into the right to receive approximately 8,955,224 shares of Future Vision(depending on adjustments pursuant to the Merger Agreement).

These shares are valued at $10.05 per share, equivalent to the initial per share redemption price to be paid to Future Vision’s shareholders exercising their right of redemption pursuant to Future Vision’s Memorandum and Articles of Association (“Consideration Shares”).

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The assertions embodied in those representations, warranties and applicable covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations.

In the Merger Agreement, Viwo represented and warranted:

corporate existence and power, and authorization of Viwo to enter into and perform under the Merger Agreement;

except for the filing of the Plan of Merger, the SEC declaring the Proxy/Registration Statement effective, and the CSRC Filing, each as defined in the Merger Agreement, Viwo does not need any permissions or approvals from government authorities to execute, perform, or consummate the Merger;

the capital structure, list of subsidiaries, financial statements, leased properties, contracts with customers and suppliers, licenses and permits, and intellectual property of Viwo as disclosed by Viwo to Future Vision by way of the disclosure schedule that is part of, but not included as an exhibit to the Merger Agreement, are true, correct and complete;

the absence of (i) contravention with other obligations of Viwo as a result of Viwo ’ s entering, performance and consummation of the transactions contemplated by the Merger Agreement, and (ii) pending or threatened litigation, or legal judgements against Viwo;

In the Merger Agreement, MicroTouch represented and warranted:

corporate existence and power, and authorization of MicroTouch to enter into and perform under the Merger Agreement;

except for the filing of the Plan of Merger, the SEC declaring the Proxy/Registration Statement effective, each as defined in the Merger Agreement, MicroTouch does not need any permissions or approvals from government authorities to execute, perform, or consummate the Merger;

the capital structure, list of subsidiaries, financial statements, leased properties, contracts with customers and suppliers, licenses and permits, and intellectual property of MicroTouch as disclosed by MicroTouch to Future Vision by way of the disclosure schedule that is part of, but not included as an exhibit to the Merger Agreement, are true, correct and complete;

the absence of (i) contravention with other obligations of MicroTouch as a result of MicroTouch’s entering, performance and consummation of the transactions contemplated by the Merger Agreement, and (ii) pending or threatened litigation, or legal judgements against MicroTouch;

other representations and warranties that are customary to a transaction of this size and type.

Viwo also covenanted to:

MicroTouch also covenanted to:

conduct its business in the ordinary course in accordance with the terms of Merger Agreement;

provide Future Vision with information and notice, and assist Future Vision in preparing the Proxy/Registration Statement, including the delivery of financial statements reviewed by the independent auditors of Viwo in accordance with PCAOB auditing standards;

make the requisite CSRC Filing within the required timeframe;

obtain the Viwo shareholders approval of the business combination by way of written resolutions after the SEC declaring the Proxy/Registration Statement effective;

obtain the MicroTouch shareholders approval of the business combination by way of written resolutions after the SEC declaring the Proxy/Registration Statement effective;

refrain from making any claims against the Future Vision trust account holding the IPO proceeds;

other customary agreements and covenants that are customary to a transaction of this size and type.

Future Vision made similar representations, warranties, and covenants to Viwo, as applicable.

Additionally, Future Vision agreed to ensure its continued listing on NASDAQ, maintain current and timely filing of all SEC filings and compliance with SEC reporting requirements, make appropriate arrangements to disburse funds held in trust, elect directors and officers of the combined company in accordance with the terms of the Merger Agreement, the Plan of Merger, and relevant agreements, and maintain Directors and Officers (D&O) insurance for present and former directors and officers of Viwo and its subsidiaries.

Future Vision made similar representations, warranties, and covenants to MicroTouch, as applicable.

Closing Conditions

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the declaration of effectiveness by the SEC of the Proxy/Registration Statement;

both Future Vision and Viwo shareholders approving the Business Combination;

as to Future Vision, changing its name to “ Viwo Inc.

” , having at least $5,000,001 of net tangible assets immediately after the closing, and the election of the persons identified in the Merger Agreement and Plan of Merger to the board of directors;

both Future Vision and MicroTouch shareholders approving the Business Combination;

as to Future Vision, changing its name to “MicroTouch Inc.”, having at least $5,000,001 of net tangible assets immediately after the closing, and the election of the persons identified in the Merger Agreement and Plan of Merger to the board of directors;

the exchange of closing certificates by officers of the Parties.

The Merger Agreement may be terminated by the Parties if Closing has not occurred by November 28, 2025, or in the event of a material breach of the Agreement by either party, including any material breach of the representations and warranties, agreements, and covenants and such breach is not cured within fifteen (15) days following receipt by the breaching party a notice describing such breach.

Fees and Expenses

The Merger Agreement may be terminated at any time prior to the Closing under circumstances customary for transactions of this type, including:

(i) by mutual written consent of the parties;

(ii) by either party if the Merger is not consummated by the Outside Closing Date, provided the terminating party is not in breach;

(iii) by either party if a governmental authority issues a final, non-appealable order enjoining the Merger;

(iv) by the Company if MicroTouch is in material breach of its representations, warranties, or covenants;

(v) by MicroTouch if the Company is in material breach;

or (vi) by either party if the requisite shareholder approvals are not obtained.

There are no termination fees, but the parties remain liable for willful breaches or fraud.

Each party shall bear its own costs and expenses in connection with the Merger Agreement and the transactions contemplated hereby;

provided that, if the Closing shall occur, Purchaser shall pay or cause to be paid the unpaid Company Transaction Expenses by wire transfer of immediately available funds to the designated account.

Voting and Transaction Support Agreement

To facilitate the execution of the Merger Agreement, Viwo shareholders have entered into a Voting and Transaction Support Agreement with Future Vision and Viwo.

Under this agreement, each Viwo shareholder will execute written resolutions to approve the Business Combination within three days of receiving the written resolutions from Viwo.

Viwo anticipates delivering these written resolutions to its shareholders following the SEC’s declaration of the effectiveness of the Proxy/Registration Statement.

Non-Compete Agreement

Each of Viwo’s shareholders have agreed to enter into a non-compete and non-solicitation agreement with Future Vision at the Closing

Amendment No.

1 to the Merger Agreement

On December 10, 2024, the Parties entered into Amendment No.

1 to the Merger Agreement requiring the Company to cause Company Shareholders to enter into a lock up agreement with respect to the Consideration Shares to be received by the Company Shareholders after the consummation of the Business Combination.

The lock up agreement provides for a Company performance-based release mechanism:

Two-Year Lock-Up Period

Company Shareholders’ Consideration Shares will be eligible for release after two (2) years from the Effective Time of the Business Combination if Viwo Inc.

achieves an audited gross revenue growth of twenty percent (20%) by the end of the first fiscal year and thirty percent (30%) by the end of the second fiscal year, or a compounded growth rate of 24.96% year over year for the two-year period.

Three-Year Lock-Up Period

If the Company fails to achieve the two-year revenue growth, then Company Shareholders’ Consideration Shares will be eligible for release after three (3) years if Viwo Inc.

achieves an audited gross revenue growth of 126.2% by the end of the third fiscal year, representing a compounded growth rate of 28.46% year over year.

Alternatively, after the third fiscal year, Company Shareholders may require the Company to release their Consideration Shares by the forfeiture of ten percent (10%) of the Consideration Shares received by each Company Shareholder.

The lock up is subject to customary exceptions and carve-outs, such as transfers to the shareholders of Company Shareholders, by gift to immediate family members or by court order, or by virtue of the laws of descent, in each case if the transferee agrees to be bound by the terms of the lock up agreement.

Support Agreement

To facilitate the execution of the Merger Agreement, MicroTouch shareholders have entered into a Transaction Support Agreement with Future Vision and MicroTouch, pursuant to which such shareholders agreed to vote in favor of the Merger and deliver written consents approving the transaction.

MicroTouch anticipates delivering these written consents to its shareholders following the SEC’s declaration of the effectiveness of the Proxy/Registration Statement.

Each of MicroTouch’s shareholders have agreed to enter into a non-compete and non-solicitation agreement with Future Vision at the Closing.

Lock-up Agreement

MicroTouch’s Shareholder have agreed to enter into a Lock-up agreement with Future Vision at the closing.

Business Strategy

We will seek to capitalize on the strength of our management team.

Our team consists of experienced financial services, accounting, and legal professionals, and senior operating executives of companies operating in multiple jurisdictions.

Currently, our primary business

strategy is to successfully consummate the Proposed Business Combination with MicroTouch.

We have dedicated our resources to completing

the necessary financial, legal, and regulatory requirements to close this transaction, integrate MicroTouch as our wholly-owned subsidiary,

and support its transition into a publicly traded entity.

In identifying and evaluating

MicroTouch as our business combination target, we sought to capitalize on the strength of our management team.

Our team consists of experienced

financial services, accounting, and legal professionals, and senior operating executives of companies operating in multiple jurisdictions.

Collectively, our officers and directors have decades of experience in mergers and acquisitions and in operating companies.

We believe that their prior accomplishments and current activities will be critical in identifying attractive acquisition opportunities, and that, in turn, the businesses that we identify will be able to benefit from accessing the U.S.

capital markets and the expertise and network of our management team.

However, there is no assurance that we will complete an initial business combination.

that their prior accomplishments and current activities were critical in identifying MicroTouch as an attractive acquisition opportunity.

We anticipate that MicroTouch will be able to benefit from accessing the U.S.

capital markets and the ongoing expertise and network of

our management team.

However, there is no assurance that we will successfully complete the business combination with MicroTouch.

our officers and directors have no prior experience consummating an initial business combination for a “blank check” company.

There is no restriction on the geographic location of the targets that we can pursue, although we intend to initially focus on target businesses in Asia.

We may consummate a business combination with an entity located in China (including Hong Kong and Macau).

However, we will not consummate our initial business combination with an entity or business with China operations consolidated through a VIE structure.

In particular, we intend to focus our search for an initial business combination target on private companies in Asia that have compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.

Our initial strategy dictated

that there was no restriction on the geographic location of the targets that we can pursue, although we intended to initially focus on

target businesses in Asia.

We specifically noted that we might consummate a business combination with an entity located in China (including

Hong Kong and Macau), provided that we would not consummate our initial business combination with an entity or business with China operations

consolidated through a VIE structure.

MicroTouch, which conducts its operations exclusively through its subsidiaries in Hong Kong and

does not utilize a VIE structure, aligns with these initial structural and geographic parameters.

In selecting MicroTouch, we applied

our strategy of focusing on private companies in Asia that have compelling economics, clear paths to positive operating cash flow, significant

assets, and successful management teams that are seeking access to the U.S.

public capital markets.

As an emerging market, Asia has experienced remarkable growth.

Our focus on Asia was driven

by the region's remarkable growth as an emerging market.

The Asian economy has experienced sustained expansion in recent years.

We believe that Asia is entering a new era of economic growth, which we expect will result in attractive initial business combination opportunities for us.

We believe the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption by the middle class, structural economic and policy reforms and demographic changes, particularly in China.

that Asia is entering a new era of economic growth, which we expect will provide a strong operational backdrop for MicroTouch..

the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption by the middle class,

structural economic and policy reforms and demographic changes, particularly in China.

In the event that the Proposed

Business Combination with MicroTouch is not consummated for any reason, we will resume our search for an initial business combination

target based on the original criteria and geographic focus outlined above, subject to the time constraints remaining under our Memorandum

and Articles of Association.

Acquisition Criteria

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In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company.

Since we may initiate a business combination with target company operating in China, you may be subject to additional risk factors.

These include significant regulatory, liquidity, and enforcement risks.

For example, we face risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice.

In addition, the Chinese government may intervene or influence our operations at any time or exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ordinary shares.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

For a detailed description of the risks relating to acquiring and operating a target business in China, see Please see “Risks Related to Our Possible Business Combination in China” and “Risks Related to Acquiring and Operating a Business Outside of the United States” for more information.

On January 16, 2026, we entered into a Merger

Agreement to consummate a Business Combination with MicroTouch Technology Inc.

(“MicroTouch”).

Consequently, your investment

is subject to risks related to our ability to successfully close this specific transaction, as well as the risks associated with MicroTouch’s

MicroTouch conducts its operations exclusively in the Hong Kong Special

Administrative Region.

While MicroTouch does not have operations in mainland China, this structure involves unique risks.

Our operations

in Hong Kong may be influenced by the political and legal landscape of the People’s Republic of China (the “PRC”).

PRC government could potentially extend its oversight and control to companies operating in Hong Kong, or recent regulatory actions regarding

data security or anti-monopoly concerns could be applied extraterritorially.

Any such actions by the PRC government could result in a

material change in our operations and significantly limit or completely hinder our ability to offer or continue to offer securities to

investors, causing the value of such securities to significantly decline or be worthless.

You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” of this Form 10-K.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial business combination or optimize our capital structure.

Our search for a business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets.

The requirement that we complete our initial business combination within 18 months from the closing of our IPO (or up to 24 months, if we extend the time to complete an initial business combination) may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach our dissolution deadline.

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Because we are not limited to a particular industry, sector, or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

Our ability to complete a business combination may be impacted by the fact that the only individuals having voting securities in our sponsor,

Our ability to complete a business combination may be impacted by the fact that the only individuals having voting securities in our sponsor, Ms.

Danhua Xu and Ms.

Caihong Chen, are non-U.S.

persons, and all of our officers and directors are located in, or have significant ties

This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition

candidates and making it harder for us to complete an initial business combination with a non-China-based target company.

we may not be able to complete an initial business combination with a U.S.

target company since such initial business combination may

be subject to U.S.

persons, and all of our officers and directors are located in, or have significant ties to, China.

This may make us a less attractive partner to potential target companies outside the PRC, thereby limiting our pool of acquisition candidates and making it harder for us to complete an initial business combination with a non-China-based target company.

For example, we may not be able to complete an initial business combination with a U.S.

target company since such initial business combination may be subject to U.S.

foreign investment regulations and review by a U.S.

government entity, such as the Committee on Foreign Investment

in the United States (CFIUS), or ultimately prohibited.

government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Risks Related to Our Securities

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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-K

Item 1. Business