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):
May 1, 2026
FOREFRONT
TECH HOLDINGS Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
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001-43263 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
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FTHAU |
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Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
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FTHA |
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Nasdaq Stock Market LLC |
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Warrants, each whole warrant exercisable for
one Class A ordinary share at an exercise price of $11.50 per share |
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FTHAW |
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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 May 1, 2026, Forefront
Tech Holdings Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of
10,000,000 units (the “Units”). 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-half of one redeemable warrant of the Company (each, 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 $100,000,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statements on Form S-1 (File No. 333-293592) for the IPO, originally filed with the U.S. Securities and Exchange Commission on February
19, 2026 (as amended, the “Registration Statement”):
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An Underwriting Agreement, dated April 29, 2026, by and between the Company and BTIG, LLC, as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
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A Warrant Agreement, dated April 29, 2026, by and between the Company and Odyssey Transfer and Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
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A Letter Agreement, dated April 29, 2026, by and among the Company, its officers, its directors and Next Lion Sponsor Holdings LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
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An Investment Management Trust Agreement, dated April 29, 2026, by and between the Company and Odyssey Transfer and Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
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A Registration Rights Agreement, dated April 29, 2026, by and among the Company, the Sponsor, BTIG, LLC and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
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A Private Placement Units Purchase Agreement, dated April 29, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference (the “Sponsor Private Placement Unit Agreement”). |
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A Private Placement Units Purchase Agreement, dated April 29, 2026, by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference (the “Underwriter Private Placement Unit Agreement”). |
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An Administrative Services Agreement, dated April 29, 2026, by and between the Company and Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
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An Indemnity Agreement, dated April 29, 2026, by and between the Company and Peter Bilitsch, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
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An Indemnity Agreement, dated April 29, 2026, by and between the Company and Muk Siew Peng, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
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An Indemnity Agreement, dated April 29, 2026, by and between the Company and Lee Chui Sum, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference. |
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An Indemnity Agreement, dated April 29, 2026, by and between the Company and Roderick Charles Stephan, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference. |
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An Indemnity Agreement, dated April 29, 2026, by and between the Company and Vittorio Furlan, a copy of which is attached as Exhibit 10.11 hereto and incorporated herein by reference. |
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 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 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 Warrants 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 $103,700,000 of
the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Odysset 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 24 months from the closing of the IPO 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 24 months from the closing of the IPO, subject to applicable law.
On April 29, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 1, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed
herewith:
| Exhibit No. |
|
Description |
| 1.1 |
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Underwriting Agreement, dated April 29, 2026, by and between the Registrant and BTIG, LLC, as representative of the underwriters |
| 4.1 |
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Warrant Agreement, dated April 29, 2026, by and between Odyssey Transfer and Trust Company and the Registrant |
| 10.1 |
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Letter Agreement, dated April 29, 2026, by and among the Company, its officers, its directors and Next Lion Sponsor Holdings LLC |
| 10.2 |
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Investment Management Trust Agreement, dated April 29, 2026, by and between Odyssey Transfer and Trust Company and the Registrant |
| 10.3 |
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Registration Rights Agreement, dated April 29, 2026, by and among the Registrant, the Sponsor, BTIG, LLC and certain security holders |
| 10.4 |
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Private Placement Units Purchase Agreement dated April 29, 2026, by and among the Registrant and the Sponsor |
| 10.5 |
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Private Placement Units Purchase Agreement, dated April 29, 2026, by and among the Registrant and BTIG, LLC |
| 10.6 |
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Administrative Services Agreement, dated April 29, 2026, by and between the Registrant and the Sponsor |
| 10.7 |
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Indemnity Agreement, dated April 29, 2026, by and between the Company and Peter Bilitsch |
| 10.8 |
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Indemnity Agreement, dated April 29, 2026, by and between the Company and Muk Siew Peng |
| 10.9 |
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Indemnity Agreement, dated April 29, 2026, by and between the Company and Lee Chui Sum |
| 10.10 |
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Indemnity Agreement, dated April 29, 2026, by and between the Company and Roderick Charles Stephan |
| 10.11 |
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Indemnity Agreement, dated April 29, 2026, by and between the Company and Vittorio Furlan |
| 99.1 |
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Press Release, dated April 29, 2026 |
| 99.2 |
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Press Release, dated May 1, 2026 |
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.
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FOREFRONT TECH HOLDINGS ACQUISITION CORP |
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By: |
/s/ Peter Bilitsch |
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Name: |
Peter Bilitsch |
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Title: |
Chief Executive Officer |
Dated: May 5, 2026
Exhibit 99.1
Forefront Tech Holdings Acquisition Corp Announces Pricing of $100,000,000 Initial Public Offering
Grand Cayman, Cayman
Islands, April 29, 2026 (GLOBE NEWSWIRE) -- Forefront Tech Holdings Acquisition Corp (the “Company”) announced today
the pricing of its initial public offering of 10,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Global Market
tier of The Nasdaq Stock Market LLC (“Nasdaq”) and begin trading on April 30, 2026, under the ticker symbol “FTHAU.”
Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, each whole warrant entitling the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading,
the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “FTHA” and “FTHAW,”
respectively. The offering is expected to close on May 1, 2026, subject to customary closing conditions. The Company has granted the underwriters
a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any.
BTIG, LLC is acting as sole book-running manager
for the offering.
Winston & Strawn
LLP is serving as legal counsel to the Company. Loeb & Loeb LLP is serving as legal counsel to BTIG, LLC.
A registration statement
relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on
April 29, 2026.The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from
BTIG, LLC, Attention: 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com,
or by accessing the SEC’s website, www.sec.gov.
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Forefront Tech Holdings Acquisition
Corp
The Company is a blank
check company incorporated as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While it may
pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on target businesses
in the technology sector, with an emphasis on blockchain-enabled artificial intelligence, digital trade identities and robotics.
Forward-Looking Statements
This press release includes
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) and
search for an initial business combination. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The
Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances
on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described,
or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with
the IPO with the SEC. Copies are available on the SEC's website, www.sec.gov.
Contact:
Forefront Tech Holdings Acquisition Corp
Suite 210, 2nd Floor, Windward III,
Regatta Office Park, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Telephone: +1 (345) 769-4912
Exhibit 99.2
Forefront Tech Holdings Acquisition Corp Announces
Closing of $100,000,000 Initial Public Offering
GRAND CAYMAN, Cayman Islands, May 01, 2026
(GLOBE NEWSWIRE) -- Forefront Tech Holdings Acquisition Corp (NASDAQ: FTHAU) (the “Company”) today announced that it closed
its initial public offering (“IPO”) of 10,000,000 units at $10.00 per unit. The gross proceeds from the offering were $100
million before deducting underwriting discounts and estimated offering expenses. The units began trading on The Nasdaq Global Market tier
of The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “FTHAU” on April 30, 2026.
Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company
at a price of $11.50 per share. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on
Nasdaq under the symbols “FTHA” and “FTHAW”, respectively. The Company has granted the underwriters a 45-day option
to purchase up to 1,500,000 additional units at the IPO price to cover over-allotments, if any.
The Company intends to use the net proceeds
from the offering, and the simultaneous private placements of units, to consummate the Company's initial business combination and for
working capital following the offering.
BTIG, LLC acted as the sole book-running manager
in the offering.
A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (“SEC”)
and became effective on April 29, 2026. The offering was made only by means of a prospectus, copies of which may be obtained from BTIG,
LLC, Attn: Capital Markets, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com,
or from the SEC website at www.sec.gov.
This press release shall not constitute
an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Forefront Tech Holdings Acquisition
Corp
The Company is a blank check company incorporated
as an exempted company under the laws of the Cayman Islands, which will seek to effect a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities. While it may pursue an acquisition opportunity
in any business, industry, sector or geographical location, it intends to focus on target businesses in the technology sector, with an
emphasis on blockchain-enabled artificial intelligence, digital trade identities and robotics.
Forward-Looking Statements
This press release includes forward-looking
statements that involve risks and uncertainties, including with respect to the IPO, the anticipated use of the net proceeds thereof
and the Company's search for an initial business combination. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the IPO with the SEC.
Copies are available on the SEC’s website, www.sec.gov.
Contact:
Forefront Tech Holdings Acquisition Corp
Suite 210, 2nd Floor, Windward III,
Regatta Office Park, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Telephone: +1 (345) 769-4912