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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 1, 2026
FOREFRONT
TECH HOLDINGS Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43263 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Suite 210, 2nd Floor, Windward III, Regatta
Office Park, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +1 (302) 406-3060
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-half of one redeemable warrant |
|
FTHAU |
|
Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
FTHA |
|
Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
FTHAW |
|
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.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”)
amends the Current Report on Form 8-K filed by Forefront Tech Holdings Acquisition Corp (the “Company”) with the U.S. Securities
and Exchange Commission on May 5, 2026 (the “Original 8-K”). This Amendment is being filed to correct certain inadvertent
errors in Items 3.02 and 8.01 of the Original 8-K. Specifically, the Original 8-K incorrectly stated that (i) a total of $103,700,000 was deposited
into the trust account, when the correct amount was $100,300,000, and (ii) the deadline to complete the Company’s initial business
combination was 24 months from the closing of the IPO, when the correct period is 18 months. In addition, Item 3.02 of the Original 8-K contained a duplicative
use of the phrase “an aggregate of” in describing the private sale of the Sponsor Private Placement Units and the Underwriter
Private Placement Units, and incorrectly described the Underwriter Private Placement Units as identical to the “Warrants sold in
the Initial Public Offering” rather than the “Units sold in the IPO.” For the avoidance of doubt, the foregoing corrections
conform the disclosure in the Original 8-K to the terms of the IPO as described in the Company’s prospectus dated April 29, 2026
(the “Prospectus”). The actual amount deposited into the trust account and the actual completion period have at all times
been as corrected herein. No other changes are being made to the Original
8-K. All other Items in the Original 8-K, including Items 1.01 and 9.01, and their related exhibits, are incorporated herein by
reference to the Original 8-K and are not amended hereby.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Unit Agreement, the Company completed the private sale of an aggregate of 355,000
private placement units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private
Placement Unit, generating gross proceeds to the Company of $3,550,000. The Sponsor Private Placement Units are identical to the Units
sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with
respect to such sale. The issuance of the Sponsor Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended.
Simultaneously with the closing
of the IPO, pursuant to the Underwriter Private Placement Units Agreement, the Company completed the private sale of an aggregate of 15,000
private placement units (the “Underwriter Private Placement Units”) to BTIG, LLC at a purchase price of $10.00 per Underwriter
Private Placement Unit, generating gross proceeds of $150,000. The Underwriter Private Placement Units are identical to the Units sold
in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Underwriter Private Placement Units was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
A total of $100,300,000 of
the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Odyssey Transfer
and Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released
to the Company to pay its income taxes and $100,000 of interest to pay dissolution expenses, the funds held in the trust account will
not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly
submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its
initial business combination within 18 months from the closing of the IPO, or such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as described in the Prospectus)
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity
or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months
from the closing of the IPO, or such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association (as described in the Prospectus), subject to applicable law.
On April 29, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which was previously filed as Exhibit 99.1 to the Original 8-K and
is incorporated herein by reference.
On May 1, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which was previously filed as Exhibit 99.2 to the Original 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1* |
|
Underwriting Agreement, dated April 29, 2026, by and between the Registrant and BTIG, LLC, as representative of the underwriters |
| 4.1* |
|
Warrant Agreement, dated April 29, 2026, by and between Odyssey Transfer and Trust Company and the Registrant |
| 10.1* |
|
Letter Agreement, dated April 29, 2026, by and among the Company, its officers, its directors and Next Lion Sponsor Holdings LLC |
| 10.2* |
|
Investment Management Trust Agreement, dated April 29, 2026, by and between Odyssey Transfer and Trust Company and the Registrant |
| 10.3* |
|
Registration Rights Agreement, dated April 29, 2026, by and among the Registrant, the Sponsor, BTIG, LLC and certain security holders |
| 10.4* |
|
Private Placement Units Purchase Agreement dated April 29, 2026, by and among the Registrant and the Sponsor |
| 10.5* |
|
Private Placement Units Purchase Agreement, dated April 29, 2026, by and among the Registrant and BTIG, LLC |
| 10.6* |
|
Administrative Services Agreement, dated April 29, 2026, by and between the Registrant and the Sponsor |
| 10.7* |
|
Indemnity Agreement, dated April 29, 2026, by and between the Company and Peter Bilitsch |
| 10.8* |
|
Indemnity Agreement, dated April 29, 2026, by and between the Company and Muk Siew Peng |
| 10.9* |
|
Indemnity Agreement, dated April 29, 2026, by and between the Company and Lee Chui Sum |
| 10.10* |
|
Indemnity Agreement, dated April 29, 2026, by and between the Company and Roderick Charles Stephan |
| 10.11* |
|
Indemnity Agreement, dated April 29, 2026, by and between the Company and Vittorio Furlan |
| 99.1* |
|
Press Release, dated April 29, 2026 |
| 99.2* |
|
Press Release, dated May 1, 2026 |
| 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.
| |
FOREFRONT TECH HOLDINGS ACQUISITION CORP |
| |
|
| |
By: |
/s/ Peter Bilitsch |
| |
|
Name: |
Peter Bilitsch |
| |
|
Title: |
Chief Executive Officer |
Dated: September 24, 2026
