Future Vision II Acquisition Corp

The Adoption of Amended and Restated MAOA Proposal asks shareholders to approve by special resolution a comprehensive amendment to the company’s governing documents to permit the sponsor to extend the SPAC’s life month-by-month up to twelve times (through September 13, 2027) without further shareholder approval. Management seeks this approval to provide additional time to satisfy outstanding closing conditions for the previously approved MicroTouch business combination and to pursue alternative targets if necessary. The proposal directly affects shareholder exit rights because extensions permit redemptions under the amended regime while allowing the sponsor to deposit monthly extension fees to the trust account; such deposits dilute the urgency for rapid consummation and create contingent value accrual for public shareholders who do not redeem, while also benefiting insiders materially if a business combination succeeds. The Board emphasizes that without approval, failure to close by the current deadline would trigger mandatory liquidation, immediate redemption of public shares, and cessation of operations; by contrast, approval preserves the option to complete the MicroTouch Transactions and retain upside. Key governance considerations include the sponsor’s economic incentives (founder shares and private units that would otherwise be worthless on liquidation), outstanding extension loans payable to the sponsor, and conflicts of interest the Board acknowledges and has considered. The recommendation to vote FOR is grounded in the Board’s view that the additional time increases probability of consummating the MicroTouch Transactions, but shareholders must weigh the risk of extended duration increasing regulatory and operational exposures, potential further dilution from redemptions or additional fundraising, and the sponsor’s alignment with public shareholders.

The Trust Amendment Proposal asks shareholders to approve, by a 65% affirmative vote, a substantive amendment to the Trust Agreement governing the SPAC’s trust account to allow the Sponsor to make monthly extension deposits (the New Extension Fee) and to coordinate liquidation timing with the extended termination date through September 13, 2027. Management seeks this amendment because the Trust Agreement must permit the Trustee to accept and later distribute funds in accordance with the extended MAOA terms — operationally necessary for monthly extensions. The proposal is cross-conditioned with the MAOA amendment, meaning both must pass to take effect. The Board’s FOR recommendation is rooted in the operational necessity to amend the trust mechanics to implement extensions and in its belief that the MicroTouch Transactions or an alternative business combination justify more time. The risks include additional cash being available to the Company only through sponsor deposits (not from public shareholders), continued regulatory exposure tied to prolonged SPAC life, potential diminution in per-share trust value if many public shareholders redeem, and conflicts of interest given the sponsor’s economic exposure.