FortuneX Acquisition Corp amended its business combination agreement with WT Realty Group Inc. and FortuneX Merger Sub Inc. on October 13, 2026, reducing the aggregate merger consideration payable to WT Realty Group Inc. stockholders from 60,000,000 shares of PubCo Common Stock, representing an agreed equity value of $600,000,000, to 52,500,000 shares, representing an agreed equity value of $525,000,000 at a reference price of $10.00 per share.
The consideration remains a fixed number of shares and is not subject to adjustments for cash, indebtedness, net debt, working capital or similar items, or to a purchase price adjustment, escrow or holdback. The business combination agreement otherwise remains in effect according to its terms.
FortuneX Acquisition Corp amended disclosures on its proposed business combination with WT Realty Group Inc. Under the agreement, FortuneX would domesticate as a Delaware corporation, after which its merger subsidiary would merge into WT Realty, which would survive as a wholly owned subsidiary of the renamed public company.
The amendment adds voting terms of 1 vote per PubCo Class A share and 20 votes per PubCo Class B share, revises termination provisions and replaces the form of registration-rights agreement. It provides for a $500,000 termination fee under specified circumstances. FortuneX transaction expenses payable by PubCo, WT Realty or from Available Closing Cash are capped at $1.5 million if closing occurs on or before May 26, 2027; qualifying expenses above the cap are borne solely by FortuneX or its sponsor.
FortuneX Acquisition Corporation (FXAC) amended its prior disclosure about its business combination agreement with WT Realty Group Inc., correcting transaction descriptions, adding governance terms, and replacing the registration-rights agreement exhibit. Under the agreement, subject to its terms and conditions, FortuneX would domesticate in Delaware and its merger subsidiary would merge into WT Realty, which would survive as a wholly owned subsidiary of the renamed company. Each PubCo Class A share would carry one vote and each Class B share 20 votes.
If closing occurs on or before May 26, 2027, FortuneX transaction expenses payable by PubCo, WT Realty or from Available Closing Cash are capped at $1.5 million. Deferred Fees are excluded from the cap calculation, while expenses exceeding the cap are borne solely by FortuneX or its sponsor. A $500,000 termination fee is payable by a breaching party if the agreement is terminated for material breach under specified provisions.
FortuneX Acquisition Corp (symbol: FXAC) is the issuer of record for a Form 425 filing submitted to the SEC.
FortuneX Acquisition Corp (symbol: FXAC) is the issuer of record for a Form 8-K filing submitted to the SEC.
Aristeia Capital, L.L.C. reported a passive ownership stake in FortuneX Acquisition Corporation. Aristeia beneficially owns 652,725 units of FortuneX, each unit consisting of one ordinary share and one-half of one warrant, representing 7.55% of this class.
Aristeia has sole voting and dispositive power over all 652,725 units and no shared voting or dispositive power. The 7.55% figure is based on 8,640,000 shares outstanding as of May 27, 2026, as reported by the issuer.
FortuneX Acquisition Corporation, a Cayman Islands SPAC, reported its first post-IPO quarter for the period ended June 30, 2026. Total assets were $88.5 million, including $87.4 million held in a U.S. Treasury-based Trust Account and $574,630 of cash outside the trust for working capital.
The company completed its IPO and over-allotment, selling 8,625,000 Public Units at $10.00 each and 312,500 Private Units, and recorded $182,711 of net income driven by interest on trust investments. Ordinary shares subject to possible redemption total 8,625,000 with a carrying amount of $87.4 million, while shareholder equity is a deficit of $3.2 million after accretion to redemption value and offering costs.
Management discloses that the company has until May 26, 2027 to complete an initial business combination and has incurred, and expects to continue to incur, significant acquisition-related costs. Given limited working capital and the fixed liquidation deadline, management concludes there is substantial doubt about the company’s ability to continue as a going concern. Additionally, the Chief Executive Officer and Chief Financial Officer determined disclosure controls and procedures were ineffective as of June 30, 2026.