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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): June 4, 2026
FutureCorp Space Acquisition 1
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43330 |
|
98-1935958 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
8605 Santa Monica Blvd.
#54207
Los
Angeles, California 90069
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (213) 524-9594
Not
Applicable
(Former name or former address, if changed since last report)
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 |
|
FTRAU |
|
The New York Stock Exchange LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
FTRA |
|
The New York Stock Exchange LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
FTRAUW |
|
The New York Stock Exchange LLC |
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)) |
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
June 4, 2026, FutureCorp Space Acquisition 1 (the “Company”) consummated its initial public offering (“IPO”)
of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise in full by the underwriters
of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
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.
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 Statement on Form S-1 (File No. 333-296040) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on May 20, 2026, as amended (the “Registration Statement”):
| |
●
|
An
Underwriting Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the
several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated
herein by reference. |
| |
|
|
| |
●
|
A
Warrant Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
|
|
| |
●
|
An
Investment Management Trust Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A
Registration Rights Agreement, dated June 4, 2026, by and among the Company and certain security holders, a copy of which is attached
as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
|
|
| |
●
|
A
Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”),
by and between the Company and FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”),
a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
|
|
| |
●
|
A
Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “Cantor Private Placement Warrants Purchase Agreement”),
by and between the Company and Cantor Fitzgerald & Co., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein
by reference. |
| |
|
|
| |
●
|
A
Letter Agreement, dated June 4, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors
and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
|
|
| |
●
|
Indemnity
Agreements, dated June 4, 2026, by and among the Company and each Director (as defined below) and executive officer of the Company,
a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
|
|
| |
●
|
An
Administrative Services Agreement, dated June 4, 2026 (the “Administrative Services Agreement”), by and between
the Company and FutureCorp Space Acquisition 1 LLC, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by
reference. |
The
material terms of such agreements are fully described in the Company’s final prospectus, dated June 4, 2026, as filed with the
Commission on June 5, 2026 (the “Prospectus”) and are 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 Warrants Purchase Agreement and the Cantor Private Placement Warrants
Purchase Agreement, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”)
to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50
per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 6,000,000 Private Placement Warrants,
the Sponsor purchased 4,000,000 Private Placement Warrants and the Representative purchased 2,000,000 Private Placement Warrants. The
Private Placement Warrants (and underlying securities) are identical to the warrants included in 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 Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
June 4, 2026, in connection with the IPO, David J. Anderman, Shawn K. Pelsinger and John R. Tuttle were appointed to the board of directors
of the Company (the “Board”) (collectively with Sudhin R. Shahani and Joshua B. Marks, the “Directors”).
David J. Anderman, Shawn K. Pelsinger and John R. Tuttle are independent directors. Effective June 4, 2026, Messrs. Tuttle, Pelsinger
and Anderman were appointed to the Board’s Audit Committee, with Mr. Tuttle serving as chair of the Audit Committee. Effective
June 4, 2026, Messrs. Anderman and Pelsinger were appointed to the Board’s Compensation Committee, with Mr. Anderman serving as
chair of the Compensation Committee. Effective June 4, 2026, Messrs. Tuttle, Pelsinger and Anderman were appointed to the Board’s
Nominating and Corporate Governance Committee, with Mr. Anderman serving as chair of the Nominating and Corporate Governance Committee.
Following
the appointment of the Directors, the Board is comprised of three classes. The term of office of the first class of directors, Class
I, consisting of Sudhin R. Shahani and Joshua B. Marks, will expire at the Company’s first annual general meeting. The term of
office of the second class of directors, Class II, consisting of Shawn K. Pelsinger, will expire at the Company’s second annual
general meeting. The term of office of the third class of directors, Class III, consisting of John R. Tuttle and David J. Anderman, will
expire at the Company’s third annual general meeting.
On
June 4, 2026, in connection with their appointments to the Board, each of the Directors entered into the Letter Agreement as well as
an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing,
none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The
foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in
their entireties by reference to the Letter Agreement and the form of indemnity agreement, copies of which are attached as Exhibit 10.5
and 10.6 hereto, respectively, and are incorporated herein by reference.
Item 5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
June 4, 2026, in connection with the IPO, the Company’s amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”), filed with the Cayman Islands Registrar of Companies, became effective.
The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated
herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete
and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is
attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01.
Other Events.
A
total of $230,000,000 of the proceeds from the IPO (which amount includes $9,800,000 of the underwriters’ deferred discount) 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. Except with respect to interest earned on the funds in the trust account that may be released to the Company
to pay its taxes and for winding up and 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 the Company’s
public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier
liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s
public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it
has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity.
On
June 4, 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
June 8, 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 |
|
Underwriting Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-296040), filed by the Company on May 20, 2026). |
| |
|
| 4.1 |
|
Warrant Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated June 4, 2026, by and among the Company and certain security holders. |
| |
|
| 10.3 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated June 4, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Cantor Private Placement Units Purchase Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co. |
| |
|
| 10.5 |
|
Letter Agreement, dated June 4, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
| 10.6 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-296040), filed by the Company on May 20, 2026). |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated June 4, 2026, by and between the Company and FutureCorp Space Acquisition 1 LLC. |
| |
|
|
| 99.1 |
|
Press Release, dated June 4, 2026. |
| |
|
| 99.2 |
|
Press Release, dated June 8, 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.
| |
FUTURECORP
SPACE ACQUISITION 1 |
| |
|
|
| |
By:
|
/s/
Joshua Marks |
| |
|
Name:
|
Joshua
Marks |
| |
|
Title: |
Chief Executive Officer and
Chief Financial Officer |
| |
|
|
|
| Dated:
June 9, 2026 |
|
|
Exhibit 99.1
FutureCorp Space Acquisition 1 Announces Pricing of $200,000,000
Initial Public Offering
New York, NY, June 04, 2026 (GLOBE NEWSWIRE) -- FutureCorp
Space Acquisition 1 (the “Company”) announced today the pricing of its initial public offering of 20,000,000 units at a price
of $10.00 per unit. The units are expected to be listed on The New York Stock Exchange LLC (“NYSE”) and begin trading on June
5, 2026, under the ticker symbol “FTRAU.” 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. An amount
equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once the securities constituting the
units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “FTRA”
and “FTRAW,” respectively. The offering is expected to close on June 8, 2026, subject to customary closing conditions. The
Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price
to cover over-allotments, if any.
The Company is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution.
The Company’s primary focus will be on companies in the global space economy and adjacent industries, including space manufacturing
and component supply chains, launch platforms, in-orbit services and habitats, in-orbit computing and manufacturing, space-based telecommunications
and Earth observation, and defense-related activities.
The Company’s management team is led by Joshua B. Marks, its
Chief Executive Officer and Chief Financial Officer, Matthew A. Long, the General Counsel, and Sudhin R. Shahani, the Chairman of the
Board of Directors (the “Board”). The Board also includes David J. Anderman, Shawn K. Pelsinger, and John R. Tuttle.
Cantor Fitzgerald & Co. is acting as sole book-running manager
for the offering.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus may be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New York, NY 10022,
or by email at prospectus@cantor.com, or
by accessing the SEC’s website, www.sec.gov.
A registration statement relating to the securities has been filed
with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 4, 2026. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the expected closing of the proposed initial public offering and search for an initial business
combination. 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 Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are
available on the SEC’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Investor Contacts
FutureCorp Space Acquisition I
desk@futurecorp.vc
Attn: Joshua B. Marks; Sudhin R. Shahani
Exhibit 99.2
FutureCorp Space Acquisition 1 Completes $230,000,000 Initial Public
Offering
New York, NY, June 08, 2026 (GLOBE NEWSWIRE) -- FutureCorp
Space Acquisition 1 (the “Company”) announced today the closing of its initial public offering of 23,000,000 units, which
includes 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full. The offering was
priced at $10.00 per unit, resulting in gross proceeds of $230,000,000. The Company’s units began trading on June 5, 2026 on The
New York Stock Exchange (“NYSE”) under the ticker symbol “FTRAU.” Each unit consists of one Class A ordinary share
of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary
share of the Company at an exercise price of $11.50 per share, subject to certain adjustment. 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 NYSE under the symbols “FTRA” and “FTRAW,” respectively.
Of the proceeds received from the consummation of the initial public offering (including the exercise of the over-allotment option) and
a simultaneous private placement of warrants, $230,000,000 (or $10.00 per unit sold in the offering) was placed in trust.
The Company is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution.
The Company’s primary focus will be on companies in the global space economy and adjacent industries, including space manufacturing
and component supply chains, launch platforms, in-orbit services and habitats, in-orbit computing and manufacturing, space-based telecommunications
and Earth observation, and defense-related activities.
The Company’s management team is led by Joshua B. Marks, its
Chief Executive Officer and Chief Financial Officer, Matthew A. Long, the General Counsel, and Sudhin R. Shahani, the Chairman of the
Board of Directors (the “Board”). The Board also includes David J. Anderman, Shawn K. Pelsinger, and John R. Tuttle.
Cantor Fitzgerald & Co. acted as sole book-running manager for
the offering.
A registration statement relating to the securities was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on June 4, 2026. The offering has been made only by means of a
prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, New
York, New York 10022; Email: prospectus@cantor.com.
Copies of the registration statement can be accessed through the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell or the 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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements” including with respect to the search for an initial business combination. 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 Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are
available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Investor Contacts
FutureCorp Space Acquisition 1
desk@futurecorp.vc
Attn: Joshua B. Marks; Sudhin R. Shahani