Future Vision II Acquisition Corp. Merges with AI-Focused Viwo Technology Inc.

Future Vision II Acquisition Corp. and Viwo Technology Inc. Announce Merger

Future Vision II Acquisition Corp. (NASDAQ: FVNNU), a special purpose acquisition company (SPAC), and Viwo Technology Inc., a Cayman Islands-based company operating in China, have entered into a definitive merger agreement. The deal, announced on November 28, 2024, will see Viwo becoming a wholly-owned subsidiary of Future Vision, with the combined entity to be renamed "Viwo Inc." 1

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Deal Structure and Valuation

The Business Combination values Viwo and its subsidiaries at $100 million. Viwo shareholders will receive 9,950,250 shares of Future Vision, valued at $10 per share, upon the consummation of the merger. This share price equals the initial per-share redemption price for Future Vision's shareholders who exercise their redemption rights 2

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Strategic Rationale and Technology Focus

The merger aligns with Future Vision's mission to leverage cutting-edge technologies such as artificial intelligence, big data, and cloud computing. Viwo, an innovation-driven technology company, specializes in AI and "Martech" (marketing + technology) services, as well as AI and software development 3

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Danhua Xu, CEO of Future Vision, stated, "This acquisition aligns perfectly with our mission to leverage cutting-edge technologies such as artificial intelligence, big data, and cloud computing to drive business growth, empower corporate value and ultimately create value for our shareholders." 1

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Viwo's Business Model and Objectives

Viwo's mission is to drive business growth and enhance corporate value for its customers. The company assists clients across various industries in achieving digital upgrades and transformations. Fidel Yang, CEO of Viwo, expressed excitement about the merger, stating that it will accelerate their growth and ability to innovate in intelligent digital technology 2

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Timeline and Approvals

The Boards of Directors of both Future Vision and Viwo have approved the Business Combination. The companies aim to consummate the transaction by the end of the second quarter of 2025, subject to regulatory and shareholder approvals from both entities 3

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Legal Advisors

Several law firms are involved in the merger process:

• Concord & Sage P.C. (US legal advisor to Future Vision)
• China Commercial Law Firm (PRC legal advisor to Future Vision)
• L&C Law Group (US legal advisor to Viwo)
• Guangdong Chong Li Law Firm (PRC legal advisor to Viwo)
• Ogier (deal counsel for Cayman Islands law) 1

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Additional Information and SEC Filing

Future Vision will file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC). This filing will include a preliminary proxy statement/prospectus, providing important information about the Business Combination and related matters to be voted upon at a Future Vision shareholders' meeting 3

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