FVN 8-K
Future Vision II Acquisition Corp. (FVN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On December 29, 2025, VIWO Technology Inc., a Cayman Islands exempted company (the “Company”), delivered a written notice to Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), and Future Vision II Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company and wholly owned subsidiary of the Registrant (the “Merger Sub”), terminating that certain Merger Agreement, dated as of November 28, 2024 (as amended by Amendment No. 1 dated December 10, 2024, the “Merger Agreement”), by and among the Registrant, the Merger Sub, and the Company.
The Merger Agreement provided for a business combination whereby the Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Registrant (the “Business Combination”). The termination was effected pursuant to Section 11.1(b) of the Merger Agreement, on the grounds that the merger had not been consummated on or prior to November 28, 2025 (the “Outside Closing Date”).
Pursuant to Section 11.3 of the Merger Agreement, upon termination, the Merger Agreement became void and of no further effect, without any liability or obligation on the part of any party thereto, except for the provisions specified therein as surviving termination (including those in Article XIII and Section 11.3), and subject to any rights or obligations with respect to willful breaches prior to termination.
A copy of the termination notice is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Termination Notice Pursuant to Merger Agreement, dated December 29, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 29, 2025 | ||
| FUTURE VISION II ACQUISITION CORP. | ||
| By: | /s/ Danhua Xu | |
| Name: | Danhua Xu | |
| Title: | Chief Executive Officer and Director | |
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Exhibit 10.1
Termination Notice Pursuant to Merger Agreement
VIWO Technology Inc.
December 29, 2025
Future Vision II Acquisition Corp.
Attn: Chief Executive Officer
Re: Termination of Merger Agreement dated November 28, 2024 (as amended by Amendment No. 1 dated December 10, 2024)
Dear Sirs:
VIWO Technology Inc., a Cayman Islands exempted company (the “Company”), hereby provides written notice to Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”), and Future Vision II Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company (the “Merger Sub,” and together with the Purchaser, the “Purchaser Parties”), pursuant to Section 11.1(b) of Article XI of that certain Merger Agreement, dated as of November 28, 2024 (as amended by Amendment No. 1 dated December 10, 2024, the “Merger Agreement”), by and among the Purchaser, the Merger Sub, and the Company.
The Company hereby terminates the Merger Agreement effective immediately, on the grounds that the Merger has not been consummated on or prior to November 28, 2025 (the “Outside Closing Date”), as defined in the Merger Agreement.
The Company confirms that this termination right is available to it under Section 11.1(b), as the lapse of the Outside Closing Date without consummation of the Merger has occurred, and no breach by the Company of any representation, warranty, covenant, or agreement under the Merger Agreement has caused or resulted in such failure.
Pursuant to Section 11.3 of the Merger Agreement, upon this termination, the Merger Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party thereto, except for the surviving provisions specified therein (including those in Article XIII and Section 11.3), and subject to any rights or obligations with respect to willful breaches prior to termination.
This notice is delivered in accordance with the notice provisions set forth in Section 13.2 of the Merger Agreement.
Please acknowledge receipt of this notice by countersigning below and returning a copy to the undersigned.
VIWO Technology Inc.
| By: | /s/ Fidel Yang | |
| Name: | Fidel Yang | |
| Title: | Chief Executive Officer and Director |
Acknowledgment of Receipt:
Future Vision II Acquisition Corp.
Future Vision II Acquisition Merger Subsidiary Corp.
| By: | /s/ Danhua Xu | |
| Name: | Danhua Xu | |
| Title: | Chief Executive Officer and Director |