false
0001690080
0001690080
2026-07-27
2026-07-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 27, 2026
Forum
Markets, Incorporated
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38105 |
|
90-1890354 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2875
South Ocean Blvd, Suite 100
Palm Beach, FL |
|
33480 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(650) 507-0669
(Registrant’s
telephone number, including area code)
(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 (see General Instruction A.2. below):
| |
☐ |
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 |
| Common
Stock, par value $0.0001 per share |
|
FRMM |
|
The
Nasdaq Stock Market LLC |
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
1.01. Entry into a Material Definitive Agreement.
On
July 28, 2026, Forum Markets, Incorporated (“Forum”), through its newly formed wholly-owned subsidiary, Eurus Aerospace
Token I LLC (the “Company”), acquired one CFM56-7B aircraft engine, together with all parts and engine records associated
therewith (the “Engine”), from Aero Engine Solutions, Inc. (“Aero Engine”), pursuant to the terms
of an Engine Sale and Purchase Agreement, dated July 27, 2026 (the “Purchase Agreement”). The Engine was acquired
for a purchase price of $11.65 million, which was payable in cash.
Concurrently
with the acquisition, the Engine was placed on lease pursuant to an Aircraft Engine Lease Agreement, dated July 29, 2026, with a major
airline, as lessee, entered into by the Company, as lessor.
In
connection with the purchase, the Company, as owner, and Aero Engine, as servicer (in such capacity, the “Servicer”),
also entered into a Servicing Agreement Supplement dated July 27, 2026, whereby the Servicer agreed to manage the Engine on behalf of
the Company during the duration of the above-referenced lease, in exchange for a servicing fee, and which also provided for the right
of the Company (but not the obligation) to require the Servicer (or the Servicer’s designated affiliate) to purchase the Engine
from the Company for a an option price, following the expiration or earlier termination of the lease with respect to the Engine; and
the right of the Servicer (but not the obligation) to require the Company to sell the Engine to the Servicer (or the Servicer’s
designated affiliate), in each case provided that the Engine is in the condition required by the terms of the agreement.
The
foregoing description of the Purchase Agreement is not complete and is subject to, and qualified in its entirety by reference to, the
Purchase Agreement filed herewith as Exhibit 10.1, which is incorporated in this Item 1.01 by reference in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 10.1*#£ |
|
Engine Sale and Purchase Agreement dated as of July 27, 2026, between Aero Engine Solutions, Inc., as seller, and Eurus Aerospace Token I LLC, as buyer. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| |
* |
Filed
herewith. |
| |
# |
Certain
schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit
will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Forum may request
confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended for any schedule or Exhibit so furnished. |
| |
£ |
Certain
confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because
the identified confidential portions (i) are not material and (ii) Forum customarily and actually treats that information as private
or confidential. |
SIGNATURES
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.
| |
FORUM
MARKETS, INCORPORATED |
| |
|
|
| Date:
July 30, 2026 |
By: |
/s/
McAndrew Rudisill |
| |
|
Name: |
McAndrew
Rudisill |
| |
|
Title: |
Chief
Executive Officer |