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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 29, 2025
FutureCrest Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42867 |
|
98-1871328 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 150
East 52nd Street, 3rd
Floor |
|
|
| New York, NY |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (732) 698-8220
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant |
|
FCRS.U |
|
The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
FCRS |
|
The New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
FCRS WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On September 29, 2025, FutureCrest
Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 28,750,000
units (the “Units”), including 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment
option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-quarter of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant
entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $287,500,000.
Simultaneously with the closing
of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 3,500,000 warrants
(the “Private Placement Warrants”), with each Private Placement Warrant exercisable to purchase one Class A Ordinary
Share at $11.50 per share. Of the 3,500,000 Private Placement Warrants, 2,250,000 Private Placement Warrants were sold to FutureCrest
Acquisition Sponsor LLC, the Company’s sponsor, and 1,250,000 Private Placement Warrants were sold to Cantor Fitzgerald & Co.,
the representative of the underwriters in the IPO, in each case at a purchase price of $2.00 per Private Placement Warrant, generating
gross proceeds to the Company of $7,000,000.
A total of $287,500,000, or
$10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes the underwriter’s deferred discount of $12,250,000)
and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee.
An audited balance sheet as
of September 29, 2025, reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and
is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Audited Balance Sheet as of September 29, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
FutureCrest Acquisition Corp. |
| |
|
|
| Date: October 3, 2025 |
By: |
/s/ Chi Tsang |
| |
|
Name: |
Chi Tsang |
| |
|
Title: |
Chief Financial Officer |
2