Future Vision II Acquisition Corp. 10-Q

Item 1A. Risk Factors. Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the registration statements on Form S-1 and the annual report on Form 10-K for our IPO filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K, with the exception of the following updated risk factor regarding our continued listing on The Nasdaq Capital Market: We have received a notice from Nasdaq that we are not in compliance with the minimum public holders requirement. If we are unable to regain compliance, our securities may be delisted, which would likely have a material adverse effect on the liquidity of our securities and could potentially impact our ability to consummate our initial business combination. As previously disclosed in our Current Report on Form 8-K filed with the SEC on May 7, 2026, we received a written notice (the “Notice”) from Nasdaq on May 5, 2026, indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5550(a)(3), which requires the Company to maintain a minimum of 300 public holders (the “Round Lot Holder Requirement”) for continued listing on The Nasdaq Capital Market. The Notice has no immediate effect on the listing or trading of our securities. However, under Nasdaq’s Listing Rules, we have until June 22, 2026, to submit a plan to regain compliance. While we intend to submit a compliance plan within the requisite timeframe, there can be no assurance that Nasdaq will accept our plan. If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept our plan, or if we fail to regain compliance within the allotted extension period, our securities will be subject to delisting. The ability to cure a deficiency in the Round Lot Holder Requirement often depends on the trading activity and distribution of our ordinary shares, which are factors largely outside of our control. If our securities are delisted from Nasdaq, we could face significant material adverse consequences, including: - a limited availability of market quotations for our securities and reduced liquidity; - a determination that our ordinary shares are “penny stocks,” which would require brokers to adhere to more stringent rules and possibly result in a reduced level of trading activity; - a limited amount of news and analyst coverage; and - a decreased ability to obtain additional financing. Furthermore, the consummation of our initial business combination with MT is subject to various closing conditions, including the requirement that our securities remain listed on a national securities exchange. A delisting could result in a failure to satisfy these closing conditions, which may prevent or significantly delay the completion of the business combination. If we are unable to consummate the business combination within the time period required by our organizational documents, we will be forced to liquidate and dissolve. 27