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Correspondence 0001829126-24-005179 from Future Vision II Acquisition Corp. (FVN, FVNNU) (CIK 0002010653) (FVN)

Future Vision II Acquisition Corp. (FVN, FVNNU) (CIK 0002010653)
Date: Aug. 2, 2024 · CIK: 0002010653 · Accession: 0001829126-24-005179

AI Filing Summary & Sentiment

Date
August 2, 2024
Author
/s/ Debbie A. Klis
Form
CORRESP
Company
Future Vision II Acquisition Corp. (FVN, FVNNU) (CIK 0002010653)

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 31, 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 August 2, 2024, regarding our Amendment No. 2 to our Registration Statement on Form S-1 submitted to the Commission on July 31, 2024. Concurrently with this response, the Company has submitted an Amendment No. 3 to our Registration Statement on Form S-1 pursuant to the Staff’s comment (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the 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. 2 to Registration Statement on Form S-1

Cover page

1. We note your disclosure on the cover page and elsewhere that EF Hutton is acting as your financial advisor in connection with the offering. Please include disclosure in the prospectus regarding the nature of the advisory services and what consideration you will pay and its source in exchange for these services.

Response: The Company respectfully acknowledges the Staff’s comment and advises that in response it has removed all references to EF Hutton in the Registration Statement. EF Hutton introduced Kingswood Capital Partners, LLC (“Kingswood”), to underwrite the Company’s initial public offering upon the parties’ agreement that Kingswood is more suitable to the Company for the purpose of this offering. EF Hutton will no longer act as the Company’s underwriter, provide any financial advisory services to the Company, or receive any consideration from to the Company in connection with this offering.

******

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
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    |

    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

      August 2, 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 31, 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 August 2, 2024, regarding our Amendment No. 2 to our Registration Statement
on Form S-1 submitted to the Commission on July 31, 2024. Concurrently with this response, the Company has submitted an Amendment No.
3 to our Registration Statement on Form S-1 pursuant to the Staff’s comment (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the 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. 2 to Registration Statement
on Form S-1

Cover page

 1. We note your disclosure on the cover page and elsewhere that EF Hutton
is acting as your financial advisor in connection with the offering. Please include disclosure in the prospectus regarding the nature
of the advisory services and what consideration you will pay and its source in exchange for these services.

Response: The Company respectfully acknowledges the Staff’s comment and advises
that in response it has removed all references to EF Hutton in the Registration Statement. EF Hutton introduced Kingswood
Capital Partners, LLC (“Kingswood”), to underwrite the Company’s initial public offering upon the parties’ agreement
that Kingswood is more suitable to the Company for the purpose of this offering. EF Hutton will no longer act as the Company’s underwriter,
provide any financial advisory services to the Company, or receive any consideration from to the Company in connection with this offering.

      ******

      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.