What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-05 · 336 added, 231 removed, 634 unchanged (47% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial reporting.

Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

generally accepted accounting principles and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC

for newly public companies.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management evaluated,

with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the

effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures

were effective.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Report on Internal Controls

Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial reporting.

control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer,

and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of the financial statements for external purposes in accordance with U.S.

generally accepted accounting principles

and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s

assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Our management, including

our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal control

over financial reporting as of December 31, 2025, based on the framework established in Internal Control - Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessments, management determined that we

maintained effective internal control over financial reporting as of December 31, 2025.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

96 unchanged sentences

A listed company of the Nasdaq must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors.

Zheng “Terrence” Wu, Shuding Zeng, and Lei Xiong will serve as members of our audit committee.

We has established an audit committee of the board of directors.

Zheng “Terrence” Wu, Shuding Zeng, and Lei Xiong serve as members of our audit committee.

Our board of directors has determined that each of Zheng Wu, Shuding Zeng, and Lei Xiong meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Zheng Wu will serve as the chairman of the audit committee.

Zheng Wu serves as the chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that Mr Zheng (Terrence) Wu qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

101 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Share beneficially owned by them.

The following table does not reflect beneficial ownership of the rights included in the units offered by this proxy statement or the included the private placement as these rights are not convertible within 60 days of the date of this proxy statement.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Share beneficially owned

The following table does not reflect beneficial ownership of the rights included in the units offered by this annual report or

the included the private placement as these rights are not convertible within 60 days of the date of this annual report.

Name and Address of Beneficial Owner (1)

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On September 13, 2024, the underwriters’ over-allotment option was exercised and none of the founder shares were subject to forfeiture.

Our 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.

Our 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, (c) 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 (d) 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.

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.

8 unchanged sentences

Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

For the year ended December 31, 2025, we have accrued $121,667 for the service provided by the Sponsor and as of December 31, 2025, we had amount due to related parties of $158,000.

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

For the period from January 30, 2024 (inception) through December 31, 2024, we have accrued $36,333 for the service provided by the Sponsor and as of December 31, 2024, we had amount due to related parties of $36,333.

3 unchanged sentences

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Specifically, Caihong Chen,

our Chief Financial Officer and Director, also serves as a Director of Wintergreen Acquisition Corp., another special purpose acquisition

Chen has a pre-existing fiduciary obligation to present potential target businesses to Future Vision II Acquisition Corp.

prior to presenting them to Wintergreen Acquisition Corp.

or any other entity.

Promissory Note - Related Party

4 unchanged sentences

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

As of December 31, 2024, no amounts under the promissory note have been drawn.

As of December 31, 2025 and 2024, no amounts under the promissory note have been drawn.

Working Capital Loans

9 unchanged sentences

We will enter into a registration rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the founder shares.

As of December 31, 2024, we had no borrowings under the working capital loans.

As of December 31, 2025 and 2024, we had no borrowings under the working capital loans.

Registration Rights

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Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by ZH in connection with regulatory filings.

The aggregate fees billed by ZH for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from January 30, 2024 (inception) through December 31, 2024 totaled $70,000.

The aggregate fees billed by ZH for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024 totaled $60,000 and $70,000, respectively.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay ZH for consultations concerning financial accounting and reporting standards for the period from January 30, 2024 (inception) through December 31, 2024.

For the period from January 30, 2024 (inception) through December 31, 2024, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

We did not pay ZH for consultations concerning financial accounting and reporting standards for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024.

For the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

For the period from January 30, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

For the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

6 unchanged sentences

(incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed with the SEC on September 12, 2024).

MergerMerger Agreement dated November 28, 2024, by and among Future Vision II Acquisition Corp., Future Vision II Acquisition Merger Subsidiary Corp., and Viwo Technology Inc.

Merger Merger Agreement dated November 28, 2024, by and among Future Vision II Acquisition Corp., Future Vision II Acquisition Merger Subsidiary Corp., and Viwo Technology Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 29, 2024).

45 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the

requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf by

the undersigned, thereunto duly authorized, in the Cayman Islands, on the 4th day of March 5, 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on March 6, 2026.

FUTURE VISION II ACQUISITION CORP.

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(Principal Financial and Accounting Officer)

/s/ Zheng “Terrence” Wu

Independent Director

March 6, 2026

Zheng “Terrence” Wu

/s/ Shuding Zeng

Independent Director

March 6, 2026

/s/ Lei Xiong

Independent Director

March 6, 2026

FUTURE VISION II ACQUISITION CORP.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet as of December 31, 2024

Statement of Operations and Comprehensive Income for the period from January 30, 2024 (inception) through December 31, 2024

Statement of Changes in Shareholder’s Equity for the period from January 30, 2024 (inception) through December 31, 2024

Statement of Cash Flows for the period from January 30, 2024 (inception) through December 31, 2024

Notes to Financial Statements

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024

Consolidated Statement of Changes in Shareholders’ Equity for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024

Consolidated Statement of Cash Flows for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Future Vision II Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheets of Future Vision II Acquisition Corp.

Vision II Acquisition Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Future Vision II Acquisition Corp.

(the “Company”) as of December

and the related statements of operations, changes of shareholders’ equity, and cash flows for the period from January 30,

2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2024, and the results of its operations and its cash flows for the period from January 30, 2024 (inception)

through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity,

and cash flows for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, and

the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of

its operations and its cash flows for the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph — Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, 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.

If the Company is unable to complete

a business combination within the combination period, the Company would proceed to commence a voluntary liquidation and thereby

a formal dissolution of the Company.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding these matters

are also described in Note 1 to the financial statements.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the

Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has until September 13, 2026 to consummate the Initial Business Combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the need to satisfy this mandatory liquidation, should a business combination not occur, and the potential

subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the

purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ ZH CPA, LLC

have served as the Company’s auditor since 2024.

We have served as the Company’s

auditor since 2024.

Denver, Colorado

March 6, 2026

18 th Street, Suite 3000, Denver, CO, 80202 USA Phone:

1.303.386.7224 Fax:

1.303.386.7101 Email:

admin@zhcpa.us

FUTURE VISION II ACQUISITION CORP.

BALANCE SHEET

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

CONSOLIDATED BALANCE SHEETS

Currency expressed in United States dollars (“US$”)

Current assets

Prepaid expenses

Marketable securities held in Trust Account

Total current assets

5 unchanged sentences

Accounts payable and accrued expenses

Due to related parties

Due to a related party

Total current liabilities

1 unchanged sentence

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 December 31, 2025 and 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 December 31, 2025 and 2024

Additional paid-in capital

2 unchanged sentences

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

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

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

FUTURE VISION II ACQUISITION CORP.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

14 unchanged sentences

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

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

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

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

FUTURE VISION II ACQUISITION CORP.

STATEMENT OF CHANGES STOCKHOLDER’S EQUITY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

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

Ordinary Shares

Shareholder’s

Shareholders’

Balance as of January 30, 2024 (inception)

7 unchanged sentences

Balance as of December 31, 2024

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

Accretion of ordinary share subject to redemption value

Balance as of December 31, 2025

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

FUTURE VISION II ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

Currency expressed in United States dollars (“US$”)

2 unchanged sentences

Cash Flows from Operating Activities:

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

Adjustments to reconcile net income to net cash used in operating activities:

Income earned on marketable securities held in Trust Account

1 unchanged sentence

Prepaid expenses

Due to related parties

Due to a related party

Accounts payable and accrued expenses

Net Cash Used in Operating Activities

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Supplemental Disclosure of Non-cash Investing and Financing Activities:

Offering costs included in accounts payable and accrued expenses

Offering costs included in accrued offering costs

Representative shares issued and charged to offering costs

Accretion of ordinary shares subject to redemption value

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

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

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Note 1 — Organization and Business Operation

Future Vision II Acquisition Corp.

(the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on January 30, 2024.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 30, 2024.

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.

On November 12, 2024, the Company formed a wholly-owned subsidiary, Future Vision II Acquisition Merger Subsidiary Corp., which is an exempted company incorporated under the laws of the Cayman Islands, for the purpose of consummating a Business Combination.

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

For the period from January 30, 2024 (inception) through December 31, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below).

All activities through December 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.

7 unchanged sentences

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

Meanwhile, 57,500 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares (“Representative Shares”), and 28,750 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.

Meanwhile, 57,500 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares (the “Representative Shares”), and 28,750 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.

Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 299,000 units (the “Placement Units”) to the Sponsor at a price of $ 10.00 per Unit, generating gross proceeds of $ 2,990,000 (the “Private Placement”).

4 unchanged sentences

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Following the closing of the IPO on September 13, 2024, an amount of $ 57,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S.

2 unchanged sentences

The proceeds from this offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the initial Business Combination, or (2) to public shareholders, until the earliest of:

(a) the completion of the initial Business Combination, (b) the redemption of any ordinary shares sold as part of the units in this offering (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial business combination March 13, 2026 or up to September 13, 2026 (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s ordinary shares, and (c) the redemption of the Company’s public shares if it has not consummated the business combination within 18 months from the closing of this offering or during any Extension Period, subject to applicable law.

(a) the completion of the initial Business Combination, (b) the redemption of any ordinary shares sold as part of the units in this offering (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination March 13, 2026 or up to September 13, 2026 (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s ordinary shares, and (c) the redemption of the Company’s public shares if it has not consummated the Business Combination within 18 months from the closing of this offering or during any Extension Period, subject to applicable law.

Public shareholders who redeem their ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 18 months from the closing of this offering, with respect to such ordinary shares so redeemed.

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The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.

The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 18 months from the closing of the Initial Public Offering or during any Extension Period to complete the initial Business Combination (the “Combination Period”).

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FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

The Founder shares except as described below, are identical to the ordinary shares included in the units being sold in this offering, and holders of Founder shares have the same shareholder rights as public shareholders, except that (a) prior to the initial Business Combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason;

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(d) the Company’s initial shareholder has entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of this offering or during any Extension Period, and (B) with respect to any other provisions relating to shareholders’ rights, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of this offering or during any Extension Period, (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and (iv) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination.

If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder shares, private shares and any public shares purchased during or after this offering in favor of its initial Business Combination.

(d) the Company’s initial shareholder has entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of this offering or during any Extension Period, and (B) with respect to any other provisions relating to shareholders’ rights, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within 18 months from the closing of this offering or during any Extension Period, (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and are entitled to registration rights.

If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder shares, private placement shares and any public shares purchased during or after this offering in favor of its initial Business Combination.

The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after this offering.

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FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.

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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.

Going Concern Consideration

As of December 31, 2024, the Company had $ 1,332,505 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).

The Company repaid the Promissory Note in full shortly after receipt of funds in the operating bank account from the Trust Account.

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.

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 December 31, 2024, there were no amounts outstanding under any Working Capital Loan.

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

In addition, the Company initially has until March 13, 2026 to consummate the initial Business Combination (assume no extensions).

If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 18-month period from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, management has determined that such additional condition raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

The financial statements do not include any adjustments that might result from the Company’s inability to consummate the initial Business Combination to continue as a going concern.

On November 28, 2024, the Company, VIWO Technology Inc., a Cayman Islands exempted company (“VIWO”) and the Merger Sub, have agreed to a Business Combination under the terms of a Merger Agreement (the “VIWO Merger Agreement”), pursuant to which the Merger Sub will merge with and into VIWO, with VIWO surviving the merger (the “VIWO Merger”).

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

The former securityholders of VIWO will receive 9,950,250 VIWO ordinary shares valued at $100 million equal to approximately 54.89% of the ordinary shares issued and outstanding of VIWO as consideration upon the consummation of the Business Combination (“Consideration Shares”).The VIWO Merger Agreement contains customary representations, warranties and covenants of the parties thereto.

The consummation of the proposed VIWO Merger is subject to certain conditions as further described in the VIWO Merger Agreement.

The Company filed a Form 8-K with the SEC on November 29, 2024 to announce the VIWO Merger Agreement.

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

1 to the VIWO 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.

The Company filed a Form 8-K with the SEC on December 11, 2024 to announce Amendment No.

1 to the VIWO Merger Agreement.

On December 29, 2025, VIWO delivered a written notice to the Company and the Merger Sub, terminating that certain VIWO Merger Agreement, dated as of November 28, 2024 (as amended by Amendment No.

1 dated December 10, 2024), by and among VIWO, the Company and the Merger Sub.

The termination was effected pursuant to Section 11.1(b) of the VIWO Merger Agreement, on the grounds that the merger had not been consummated on or prior to November 28, 2025 (the “Outside Closing Date”).

Upon termination, the VIWO Merger Agreement became void and of no further effect, without any liability or obligation on the part of any party thereto.

The Company filed a Form 8-K with the SEC on December 29, 2025 to announce termination of the VIWO Merger Agreement.

On January 16, 2026, the Company, the Merger Sub and MicroTouch Technology INC (“MicroTouch”), entered into a Merger Agreement (the “MicroTouch Merger Agreement”).

Pursuant to the MicroTouch Merger Agreement, Merger Sub will merge with and into MicroTouch, with MicroTouch surviving the merger as a wholly owned subsidiary of the Company (the “MicroTouch Merger”).

Upon effectiveness of the MicroTouch Merger, the Company will change its name to “MicroTouch Inc.” or another name determined by MicroTouch, subject to approval by the Registrar of Companies in the Cayman Islands.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Going Concern Consideration

As of December 31, 2025, the Company had $ 1,024,709 of cash in its operating bank account, and working capital of $ 866,709 .

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the consummation of the IPO on September 13, 2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements.

However, the Company has until September 13, 2026 to consummate the Initial Business Combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the need to satisfy this mandatory liquidation, should a business combination not occur, and the potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to complete the Initial Business Combination before the mandatory liquidation date.

However, there can be no assurance that the Company will be able to consummate any business combination by September 13, 2026.

No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such date.

Note 2 — Significant Accounting Policies

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

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Future Vision II Acquisition Merger Subsidiary Corp, a Cayman Islands exempted company which was formed in November 12, 2024 for the purpose of consummating a Business Combination.

All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.

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.

FUTURE VISION II ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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.

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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.

The preparation of the consolidated financial statements in conformity with U.S.

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 consolidated financial statements and the reported amounts of incomes 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.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

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 $ 1,332,505 in cash as of December 31, 2024.

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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Actual results could differ from these estimates.

Significant estimates made by management on the consolidated financial statements include, but are not limited to, the fair value of public rights and the redemption value of redeemable shares.

Cash includes demand deposits with banks that the company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty.

Marketable Securities Held in Trust Account

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

As of December 31, 2025 and 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 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 statement of operations.

Marketable securities are presented on the consolidated balance sheets 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 on the consolidated statement of operations and comprehensive income.

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

As of December 31, 2024, the estimated fair value of marketable securities held in Trust Account was $ 58,605,697 .

As of December 31, 2025 and 2024, the estimated fair value of marketable securities held in Trust Account was $ 61,035,590 and $ 58,605,697 , respectively.

For the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, the Company recorded income earned on investments held in Trust Account of $ 2,429,893 and $ 818,197 , respectively.

FUTURE VISION II ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Concentration of Credit Risk

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

Also, the Company maintains certain bank accounts in Hong Kong, where cash balances are protected under Deposit Protection Scheme in accordance with the Deposit Protection Scheme Ordinance, with the maximum protection of up to HKD500,000 per depositor per Scheme member, including both principal and interest.

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

Offering Costs Associated with the Initial Public Offering

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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 temporary equity, and $ 160,820 was allocated to public rights and charged to shareholders’ equity.

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.

ASC Topic 820 “Fair Value Measurements” 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.

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FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

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 December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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 consolidated balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the consolidated balance sheet for cash, accounts payable and accrued expenses and due to a related party 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

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.

Marketable securities held in Trust Account-current

Marketable securities held in Trust Account-non-current

Ordinary Shares Subject to Possible Redemption

All of the 5,750,000 Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, 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 certificate of incorporation.

The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

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In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 5,750,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

Given that the 5,750,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of ordinary shares, net of allocated offering cost, has been classified as temporary equity, and has been allocated to the proceeds determined in accordance with ASC 470-20.

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 retained earnings or, in the absence of retained earnings, 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 period from January 30, 2024 (inception) through December 31, 2024, the Company recorded accretion of ordinary share subject to redemption value of $ 1,332,947 .

The Company has elected the accretion method (i) to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, 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 year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, the Company recorded accretion of ordinary share subject to redemption value of $ 7,960,136 and $ 1,332,947 , respectively.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

Ordinary shares subject to possible redemption reflected in the balance sheet are recorded in the following table:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Ordinary shares subject to possible redemption reflected on the consolidated balance sheet are recorded in the following table:

Schedule of Ordinary shares subject to possible redemption

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Ordinary shares subject to possible redemption as of December 31, 2024

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption as of December 31, 2025

Related Parties

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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 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 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 period from January 30, 2024 (inception) through December 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.

The net income (loss) per share presented in the statements of operations is based on the following:

Earnings (Loss) Per Ordinary Share

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

The consolidated statements of operations and comprehensive income 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 year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 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 consolidated statements of operations and comprehensive income is based on the following:

Schedule of consolidated statements of operations

January 30, 2024

(Inception) Through

Accretion of redeemable ordinary shares subject to redemption value

Accretion of redeemable ordinary shares to redemption value

Net loss including accretion of redeemable ordinary shares to redemption value

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

The net income (loss) per share presented in the statement of operations is based on the following:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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

Schedule of Basic and Diluted Net Loss Per Share

January 30, 2024

(Inception) Through

Ordinary Share

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Ordinary Share

Non-Redeemable

Ordinary Share

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)

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Weighted-average ordinary shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted earnings (loss) per share

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

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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 December 31, 2024.

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

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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 December 31, 2024.

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

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 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.

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.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses.

The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The requirements should be applied on a prospective basis while retrospective application is permitted.

The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

On December 8, 2025, the FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on its consolidated financial statements.

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.

6 unchanged sentences

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 retained earnings or, in the absence of retained earnings, by charges against paid-in capital.

All of the 5,750,000 public shares sold as part of the Public Units in the IPO contain a redemption feature and the Company has classified related proceeds in temporary equity as disclosed in Note 2.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Note 4 — Private Placement

5 unchanged sentences

Note 5 — Related Party Transactions

Founder Shares

Nature of relationship with the related party:

The following is a list of the related party, with which the Company has transactions:

Name of Related Parties

HWei Super Speed Co.

Founder and sponsor of the Company

Transactions with the related party:

(i) Founder Shares

On February 27, 2024, the Sponsor acquired 1,437,500 ordinary shares (“Founder shares”) for an aggregate purchase price of $ 25,000 , among which, up to 187,500 Founder Shares are subject to forfeiture if the underwriters’ over-allotment is not exercised.

2 unchanged sentences

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.

Promissory Note — Related Party

(ii) Promissory Note — Related Party

On February 22, 2024, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses for the IPO.

1 unchanged sentence

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 December 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 December 31, 2024, no amounts under the Promissory Note have been drawn.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

Working Capital Loans

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

(iii) Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required.

3 unchanged sentences

The units would be identical to the Placement Units.

As of December 31, 2024, the Company had no borrowings under the Working Capital Loans.

Administrative Services Arrangement

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

(iv) Administrative Services Arrangement

Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support.

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 December 31, 2024, the Company has accrued $ 36,333 for the service provided by the Sponsor and as of December 31, 2024, the Company had amount due to related parties of $ 36,333 .

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

For the year ended December 31, 2025 and for the period from January 30, 2024 (inception) through December 31, 2024, the Company has accrued $ 121,667 and $ 36,333 for the service provided by the Sponsor, respectively.

As of December 31, 2025 and 2024, the Company had amount due to the related party of $ 158,000 and $ 36,333 , respectively.

Balance with the related party:

Schedule of related party transactions

Amount due to a related party:

Related party

HWei Super Speed Co.

Administrative support service fee

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

Note 6 — Shareholder’s Equity

2 unchanged sentences

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).

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 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.

As of December 31, 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.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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 December 31, 2025 and 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 December 31, 2025 and 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.

7 unchanged sentences

Accordingly, 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.

On December 31, 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.

FUTURE VISION II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Note 7 — Commitments & Contingencies

8 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 consolidated statement of operations and comprehensive income.

The measure of segment assets is reported on the consolidated 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-current

Marketable securities held in Trust Account-non-current

FUTURE VISION II ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

January 30, 2024

(Inception) Through

Operating expenses

Income earned on marketable securities held in Trust Account

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 consolidated statements of operations and comprehensive income, 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 statements.

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

Based on this review, except for the proposed merger with MicroTouch, which has already been disclosed in Note 1 to the consolidated financial statements, the Company did not identify any other subsequent events that would require adjustment or disclosure in the consolidated 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-K

Item 9A. Controls and Procedures