Future Vision Ii Acquisition Corporation美股招股说明书(2024-09-12版)

$50,000,000 FUTURE VISION II ACQUISITION CORP. 5,000,000 Units Future Vision II Acquisition Corp. is a newly incorporated blank check company incorporated as aCaymanIslands exempted company for the purpose of effecting a merger,share exchange,assetacquisition, share purchase, reorganization or similar business combination with one or more businesses orentities, which we refer to throughout this prospectus as our initial business combination. We have notselected any potential business combination target and we have not, nor has anyone on our behalf, initiatedany substantive discussions, directly or indirectly, with any potential business combination target withrespect to an initial business combination with us. While we may pursue a target in any industry, section or geography, we intend to focus our search onprospective targets in the technology, media, and telecommunications (“TMT”) industries with operationsor prospective operations in the Greater China region. Specifically, we intend to target companies withadvanced and highly differentiated solutions for the TMT industry such as intelligent chips, 5G, integratedcircuitry and other emerging technologies. Although we are confident as a result of our expertise,experience, and market observations that a business combination with a target in the TMT industry willyield significant value for our investors, our China-focused acquisition strategy may subject us tosignificantly elevated regulatory, liquidity, and enforcement risks, which may translate to materiallyadverse consequences to your investment. For a more detailed description of these risks, please see “RiskFactors — Risks Associated with Acquiring and Operating a Business in Foreign Countries.” We intend to source initial business combination opportunities through our management team’sextensivenetwork of TMT and TMT-related sector business owners,public and private companyexecutives and board members, investment bankers, private equity and debt investors, high net worthfamilies and their advisors, commercial bankers, attorneys, management consultants, accountants and othertransaction intermediaries. We believe this approach, as well as our management team’s recognized trackrecord of completing acquisitions across a variety of subsectors within the TMT and TMT-related sectorwill provide meaningful opportunities to drive value creation for shareholders. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consistsof one ordinary share and one right entitling the holder thereof to receive one-tenth (1/10) of one ordinaryshare of upon consummation of our initial business combination, subject to adjustment as described in thisprospectus. Kingswood Capital Partners, LLC (“Kingswood”) is pleased to act as lead underwriter, dealmanager and investment banker for the proposed firm commitment initial public offering. The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional 750,000 units to coverover-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of theirordinary shares upon the completion of our initial business combination, subject to the limitations describedherein. If we are unable to complete our initial business combination within 18 months from the closing ofthis offering (or up to 24 months by means of up to six one-month extensions after the closing of theoffering by depositing into the trust account, for each one-month extension, $166,500, or up to $191,475 ifthe underwriters’ over-allotment option is exercised in full (representing $0.0333 per share of the total unitssold in this offering)), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held inthe trust account and not previously released to us to pay our taxes (less up to $50,000 of interest to paydissolution expenses), divided by the number of then outstanding public shares, subject to applicable lawand certain conditions, as further described herein. In addition, we intend to issue a press release the dayafterthe applicable deadline announcing whether the funds have been timely deposited.Publicshareholders, in this situation, will not be offered the opportunity to vote on or redeem their shares. Table of Contents Our Sponsor, HWei Super Speed Co. Ltd., a newly-formed business company incorporated in theBritish Virgin Islands, has agreed to purchase an aggregate of 284,000 placement units (or 299,000placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for anaggregate purchase price of $2,840,000 ($2,990,000 if the over-allotment option is exercised in full). Eachplacement unit will be identical to the units sold in this offering, except as described in this prospectus. Theplacement units will be sold in a pri