Future Vision Ii Acquisition Corporation美股招股说明书(2026-06-29版)

AND PROSPECTUS FOR 6,325,000 ORDINARY SHARES OFFUTURE VISION II ACQUISITION CORP. (TO BE RENAMED “MICROTOUCH INC.” OR ANY OTHER NAMES AS THE BOARD OF DIRECTORS OF FUTUREVISION MAY DETERMINE AND AGREE WITH MICROTOUCH, SUBJECT TO CONFIRMATION AND APPROVAL OF THEREGISTRAR OF COMPANIES IN THE CAYMAN ISLANDS.) The Board of Directors of Future Vision II Acquisition Corp., a Cayman Islands exempted company has unanimously approved thetransaction contemplated by that certain Merger Agreement dated as of January 16, 2026 (the “Merger Agreement”) by and among FutureVision II Acquisition Corp. (“Future Vision”), Future Vision II Acquisition Merger Subsidiary Corp. (“Merger Sub”), a Cayman Islandsexemptedcompany incorporated for the purpose of effectuating the Business Combination and MicroTouch Technology Inc.(“MicroTouch”), a Cayman Islands exempted company (collectively, the “Business Combination”). MicroTouch is an information technology services provider specializing in two core areas: algorithmic real-time traffic matching fordigital advertising and full-lifecycle custom software development for enterprise clients. The Future Vision Board of Directors determined that the Business Combination and related transactions are fair to and in the bestinterest of Future Vision’s shareholders, approved and adopted the Merger Agreement and related transactions, and declared theiradvisability. As used in this proxy statement/prospectus, “New MT” refers to Future Vision after giving effect to the Business Combination. Unless the context otherwise requires, references to “we,” “us,” “our,” and the “Company” refer to Future Vision prior to theconsummation of the Business Combination, and to New MT following the consummation. Corporate Structure & Holding Company Risks New MT will be a Cayman Islands holding company with no direct business operations. Similarly, the target, MicroTouch TechnologyInc., is not a Chinese or Hong Kong operating company. Its business is conducted through its indirect subsidiaries in the Hong Kong SpecialAdministrative Region (“Hong Kong”) of the People’s Republic of China (the “PRC”). This holding company structure involves uniquerisks to investors. Investors in our securities are not purchasing equity in a Hong Kong operating entity but rather in a Cayman Islandsholding company. Table of Contents Operations in Hong Kong; No Mainland China Operations.MicroTouch is, and New MT will be, headquartered in Hong Kong andgenerate revenues and profits from its Hong Kong subsidiaries, Fast Joyful Technology Limited, and Shuang Long Technology Limited.Although MicroTouch does not have, and New MT will not have, operations in Mainland China, because our operations are located in HongKong, we are subject to all of the legal and operational risks associated with having operations in the PRC. These risks apply equally tooperations in Hong Kong. As advised by Hong Kong counsel, Jason and Cole LLP, under the current legal framework of the Hong Kong,New MT is currently not required to obtain any permissions or approvals from PRC authorities in order to offer the securities beingregistered to foreign investors or to consummate the Business Combination. However, there is no guarantee that PRC authorities will nottake a contrary view or that such requirements will not be imposed retroactively in the future. Regulatory Framework & Permissions.Hong Kong operates under the “one country, two systems” principle enshrined in the BasicLaw of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Basic Law”). Pursuant to Article 5 andAnnex III of the Basic Law, national laws of the PRC do not apply in Hong Kong except for those specifically listed in Annex III (whichrelate primarily to national defense, foreign affairs, and other matters outside the autonomy of Hong Kong). However, the PRC governmenthas significant oversight and discretion over the conduct of businesses operating in the PRC, including Hong Kong, and may intervene in orinfluence our operations at any time. The regulation of securities offerings, company law, and capital markets falls squarely within HongKong’s autonomy and is governed exclusively by Hong Kong law. We believe that no PRC securities, cybersecurity, data security, anti-monopoly, or overseas listing approval requirements (including those administered by the CSRC or CAC) currently extend to companiesincorporated and operating solely in Hong Kong such as MicroTouch, provided they have no subsidiaries, operations, or variable interestentity structures in mainland China. Accordingly, neither the offering of securities pursuant to this registration statement nor the consummation of the BusinessCombination currently requires any filing with, or approval from, the China Securities Regulatory Commission (CSRC), the CyberspaceAdministration of China (CAC), or any other mainland China governmental authority. See also“Risk Factors— Risks Relating to DoingBusiness in Hong