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
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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.