Correspondence 0001829126-24-005130 from Future Vision II Acquisition Corp. (FVN, FVNNU) (CIK 0002010653) (FVN)
Future Vision II Acquisition Corp. (FVN, FVNNU) (CIK 0002010653)
Date: July 31, 2024 · CIK: 0002010653 · Accession: 0001829126-24-005130
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: Future Vision II Acquisition Corp. Registration Statement on Form S-1/A Submitted July 18, 2024 CIK No. 0002010653
Dear Ladies and Gentlemen,
Future Vision II Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on July 25, 2024, regarding our Amendment No. 1 to our Registration Statement on Form S-1 submitted to the Commission on July 18, 2024. Concurrently with this response, the Company has submitted an Amendment No. 2 to our Registration Statement on Form S-1 pursuant to the Staff’s comments (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Capitalized terms used but not defined in this letter have the meanings as defined in the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1
Summary of Financial Data, page 45
1. We note you reflect the value of ordinary shares subject to possible conversion/tender as $45,500,565 here and elsewhere in your filing. This amount is less than the $50,000,000 to be held in the trust account, or the $10.00 initially anticipated redemption price per share. Please revise your filing to clarify the nature of the difference between the $45,500,565 and $50,000,000.
Response: The Company respectfully acknowledges the Staff’s comment and advises that in response it has revised our filing at page 45 to clarify the nature of the difference between the $45,500,565 and $50,000,000.
To clarify, $45,500,565 represents the “as adjusted” value of ordinary shares subject to possible conversion/tender. This amount encompasses all ordinary shares included in the units sold in this offering (assuming no exercise of underwriters’ over-allotment option) net off the fair value of rights included in the units sold in this offering. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders. Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be subsequently accredited at redemption value.
Notes to Unaudited Financial Statements
Note 1 - Organization and Business Operation, page F-6
2. We note your footnotes to the unaudited financial statements disclose a term from your second amended and restated memorandum and articles of association regarding completing the initial business combination with 12 months from the closing of this offering. This reference to 12 months does not appear to be consistent with your disclosures elsewhere in your filing nor with your Exhibit 3.2. Please advise or revise.
Response: The Company respectfully acknowledges the Staff’s comment and advises that in response it has revised the footnotes to the unaudited financial statements to conform the term to 18 months to be consistent with the Company’s second amended and restated memorandum and articles of association regarding completing the initial business combination.
******
We thank the Staff very much for its review of the foregoing. If you have questions or further comments, please advise and I may be reached by telephone at (202) 935-3390.
Sincerely,
/s/ Debbie A. Klis
Show Raw Text
CORRESP
1
filename1.htm
|
Washington,
D.C.
Debbie
A. Klis, Partner
1050 Connecticut Avenue, NW
Suite
500
Washington,
D.C. 20036
Tel: +1 202.935.3390
Email:
debbie.klis@rimonlaw.com
VIA EDGAR
July 31, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Pearlyne Paulemon
Ameen Hamady
Jennifer Monick
Pam Long
Re: Future Vision II Acquisition Corp.
Registration Statement on Form S-1/A
Submitted July 18, 2024
CIK No. 0002010653
Dear Ladies and Gentlemen,
Future Vision II Acquisition
Corp. (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”), on July 25, 2024, regarding our Amendment No. 1 to our Registration Statement
on Form S-1 submitted to the Commission on July 18, 2024. Concurrently with this response, the Company has submitted an Amendment No.
2 to our Registration Statement on Form S-1 pursuant to the Staff’s comments (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s
response. Capitalized terms used but not defined in this letter have the meanings as defined in the Registration Statement.
Amendment No. 1 to Registration Statement on
Form S-1
Summary of Financial Data, page 45
1. We note you reflect the value of ordinary shares subject to possible conversion/tender as $45,500,565 here and elsewhere in your filing. This amount is less than the $50,000,000 to be held in the trust account, or the $10.00 initially anticipated redemption price per share. Please revise your filing to clarify the nature of the difference between the $45,500,565 and $50,000,000.
Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it has revised our filing at page 45
to clarify the nature of the difference between the $45,500,565 and $50,000,000.
To clarify, $45,500,565 represents the “as adjusted” value
of ordinary shares subject to possible conversion/tender. This amount encompasses all ordinary shares included in the units sold in this
offering (assuming no exercise of underwriters’ over-allotment option) net off the fair value of rights included in the units sold
in this offering. The ordinary shares offered to the public contain redemption rights that make them redeemable by our public shareholders.
Accordingly, they are classified within temporary equity in accordance with the guidance provided in ASC 480-10-S99-3A and will be subsequently
accredited at redemption value.
Notes to Unaudited Financial Statements
Note 1 - Organization and Business Operation,
page F-6
2. We note your footnotes to the unaudited financial statements disclose a term from your second amended and restated memorandum and articles of association regarding completing the initial business combination with 12 months from the closing of this offering. This reference to 12 months does not appear to be consistent with your disclosures elsewhere in your filing nor with your Exhibit 3.2. Please advise or revise.
Response: The Company respectfully acknowledges
the Staff’s comment and advises that in response it has revised the footnotes to the unaudited financial statements to conform
the term to 18 months to be consistent with the Company’s second amended and restated memorandum and articles of association regarding
completing the initial business combination.
******
We thank the Staff very much for its review of the foregoing. If you have questions
or further comments, please advise and I may be reached by telephone at (202) 935-3390.
Sincerely,
/s/ Debbie A. Klis
Debbie A. Klis
cc: Xiaodong Wang, CEO
Future Vision II Acquisition Corp.