Future Vision II Acquisition (FVN) risk factors, FY2024 10-K

Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination

1. 01We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
2. 02Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination
3. 03If we seek shareholder approval of our initial business combination, our sponsor will count towards this quorum and has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination
4. 04Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination
5. 05The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
6. 06The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure
7. 07The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your share
8. 08Our sponsor has the right to extend the term we have to consummate our initial business combination up to 24 months from the closing of our Initial Public Offering without providing our shareholders with a corresponding redemption right
9. 09If we seek shareholder approval of our initial business combination, our initial shareholders and their affiliates may elect to purchase shares or rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our ordinary shares or rights
10. 10If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
11. 11You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss
12. 12We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree
13. 13If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share
14. 14Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders
15. 15If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages
16. 16Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
17. 17Because we are not limited to a particular industry, sector, or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations
18. 18Past performance by our management team, our advisors and our initial shareholders may not be indicative of future performance of an investment in us
19. 19We may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise
20. 20We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel
21. 21We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business (including VIWO) is fair to our company from a financial point of view
22. 22We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
23. 23We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all
24. 24This lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination

Risks Related to Our Securities

1. 25NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
2. 26We may issue additional ordinary shares or preference shares to complete our initial business combination (e.g., to VIWO) or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks
3. 27We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
4. 28We may amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding rights
5. 29Our private units, founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our business combination
6. 30Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses

Risks Related to Our Management

1. 31Our initial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
2. 32We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders which may raise potential conflicts of interest
3. 33Since our initial shareholders will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination
4. 34We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination
5. 35We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business (including VIWO), which could compel us to restructure or abandon a particular business combination
6. 36Our initial shareholders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support
7. 37Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications, or abilities necessary to profitably operate such business
8. 38We may face general risks related to our business combination with any company
9. 39Our success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify new markets for its technology
10. 40If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our products may become less competitive
11. 41New or changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financial condition
12. 42We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings

Risks Related to Acquiring and Operating a Business Outside of the United States

1. 43We may effect a business combination with a company located outside of the United States, as with the proposed business combination with VIWO, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results
2. 44Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted
3. 45Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition
4. 46If we effect a business combination with a company located outside of the United States (as with the proposed business combination with VIWO), the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights
5. 47If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive
6. 48If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in the U.S
7. 49If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
8. 50Currency policies may cause a target business’ ability to succeed in the international markets to be diminished
9. 51Many of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination
10. 52Many industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit the potential number of acquisition candidates
11. 53If a country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial business combination could be severely impaired
12. 54Corporate governance standards in Asia may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are detrimental to a target business
13. 55We may face additional and distinctive risks if we acquire a business in certain industries, such as technology
14. 56If we effect our initial business combination with a business located in the in the People’s Republic of China, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights
15. 57We may be subject to certain risks associated with acquiring and operating a business in the PRC in our search for a business combination and operation of any target business with which we ultimately consummate a business combination
16. 58Contractual arrangements we enter into with potential future subsidiaries and affiliated entities or acquisitions of offshore entities that conduct operations through affiliates in the PRC may be subject to a high level of scrutiny by the relevant tax authorities
17. 59Compliance with the PRC Antitrust law may limit our ability to effect our initial business combination
18. 60Exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of our Initial Public Offering to acquire a target company in PRC and limit our ability to utilize our cash flow effectively following our initial business combination
19. 61Our initial business combination may be subject to national security review by the PRC government, and we may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities
20. 62Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future
21. 63PRC laws and regulations governing our post-combination entity’s business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably
22. 64Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may occur quickly with little advance notice and could have a significant impact upon our ability to operate profitably in the PRC
23. 65The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China
24. 66If we select a business combination target that operates in the PRC, the approval of the China Securities Regulatory Commission (the “CSRC”), the Cybersecurity Review Office (“CRO”), the Central Cyberspace Affairs Commission and/or other PRC authority may be required for our initial business combination under PRC law
25. 67Further regulations or regulatory actions in the PRC could affect the timetable and closing certainty of our Initial Public Offering and/or our initial business combination
26. 68The M&A Rules and certain other People’s Republic of China regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue an acquisition in China
27. 69Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact our ability to pursue an acquisition in China
28. 70China’s economic, political and social conditions, as well as changes in any government policies, laws, and regulations, could have a material adverse effect on our business
29. 71We may face additional and distinctive risks if we acquire a financial technology business
30. 72If we successfully consummate a business combination with a target business with primary operations in the PRC (such as VIWO), we will be subject to restrictions on dividend payments following consummation of our initial business combination
31. 73Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment
32. 74If we merge with a China-based operating company, then there are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of the PRC entity, and dividends payable by the PRC entity to our offshore entity may not qualify for certain treaty benefits
33. 75U.S. laws and regulations, including the Holding Foreign Companies Accountable Act and Accelerating Holding Foreign Companies Accountable Act, may restrict or eliminate our ability to complete a business combination with certain companies
34. 76Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results
35. 77Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
36. 78Because our directors and officers are residents of China, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited
37. 79Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations
38. 80If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination
39. 81Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition
40. 82Provisions in our Amended and Restated Memorandum and Articles of Association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management
41. 83We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors