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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 Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): September
18, 2026
FortuneX Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43307 |
|
N/A00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1185 Avenue of the Americas, 3rd Fl.
New York, NY 10036 |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
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 to 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 exchange on which registered |
|
Units, each consisting of one ordinary share, and one-half of one warrant |
|
FXACU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 |
|
FXAC |
|
The Nasdaq Stock Market LLC |
|
Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share |
|
FXACW |
|
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.
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”)
amends the Current Report on Form 8-K filed by FortuneX Acquisition Corporation (“FortuneX”) with the U.S. Securities and
Exchange Commission on September 22, 2026 (the “Original Form 8-K”). This Form 8-K/A is being filed to (i) correct inadvertent
errors in FortuneX’s descriptions in Item 1.01 regarding certain provisions of the Business Combination Agreement (as defined below),
(ii) supplement the disclosures in Item 1.01 regarding the Governance of PubCo (as defined below), and (iii) replace the copy of Exhibit
10.4 filed therewith which inadvertently included the incorrect version of the Amended and Restated Registration Rights Agreement. The
corrected version of the Amended and Restated Registration Rights Agreement is filed as Exhibit 10.1 hereto and supersedes and replaces
in its entirety Exhibit 10.4 to the Original Form 8-K. Except as stated herein, no other changes have been made to the Original Form 8-K,
and this Amendment should be read in conjunction with the Original Form 8-K.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
As previously reported, on September 18, 2026,
FortuneX entered into a Business Combination Agreement (the “Business Combination Agreement”) with WT Realty Group Inc.,
a Delaware corporation (the “Company” or “WT Realty”) and FortuneX Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of FortuneX (“Merger Sub”), pursuant to which, among other things, and subject to the terms and
conditions set forth therein, (i) FortuneX will de-register under the Cayman Islands Companies Act (as revised) and domesticate as a
corporation incorporated in the State of Delaware (the “Domestication”) and (ii) immediately following the Domestication,
Merger Sub will merge with and into WT Realty (the “Merger” and, together with the Domestication and the other transactions
contemplated by the Business Combination Agreement, the “Business Combination”), with WT Realty surviving the Merger as a
wholly-owned subsidiary of FortuneX (renamed in connection with the Domestication, “PubCo”).
Capitalized terms used but not otherwise defined
in this Amendment have the meanings ascribed to such terms in the Business Combination Agreement.
Governance
Item 1.01 of the Original Form 8-K is hereby supplemented
with the following additional disclosure:
Each share of PubCo Class A Common Stock will
be entitled to 1 vote per share and each share of PubCo Class B Common Stock will be entitled to 20 votes per share.
Termination
The following disclosure replaces the corresponding
disclosure under the heading “Termination” in Item 1.01 of the Original Form 8-K:
The Business Combination Agreement may be terminated
prior to the Closing under specified circumstances, including: (i) by mutual written consent of FortuneX and the Company; (ii) by either
party if a final, non-appealable law or order permanently restrains, enjoins or otherwise prohibits the Transactions, subject to specified
limitations; (iii) by either party if the requisite FortuneX shareholder approval is not obtained at the applicable shareholder meeting;
(iv) by either party if the Closing has not occurred on or prior to May 26, 2027 (the “Outside Closing Date”), subject to
specified limitations; (v) by FortuneX if the Company does not deliver the required PCAOB-audited financial statements by October 30,
2026; and (vi) by either FortuneX or the Company upon certain uncured breaches by the other party that would cause specified closing conditions
not to be satisfied.
The Business Combination Agreement also provides
for a $500,000 termination fee payable by a breaching party to the non-breaching party if the Business Combination Agreement is terminated
for a material breach under the specified termination provisions. In addition, the termination fee may become payable following a termination
for failure to close by the Outside Closing Date where a delay of more than six months is primarily attributable to a party’s failure
to use commercially reasonable efforts to consummate the Transactions, subject to the exceptions set forth in the Business Combination
Agreement, including delays primarily attributable to regulatory review, completion of the Company’s audit, SEC review, general
market conditions or other circumstances outside the applicable party’s reasonable control.
SPAC Transaction Expenses; Expense Cap
The following disclosure replaces the corresponding
disclosure under the heading “SPAC Transaction Expenses; Expense Cap” in Item 1.01 of the Original Form 8-K:
If the Closing occurs on or prior to May 26, 2027,
FortuneX transaction expenses payable by PubCo, WT Realty or from Available Closing Cash are capped at $1.5 million (the “SPAC Expense
Cap”). The SPAC Expense Cap includes, without limitation, all premiums, fees and other costs associated with D&O tail insurance,
all amounts payable pursuant to the Administrative Services Agreement, and all extension fees, contributions and other amounts funded
or paid by or on behalf of FortuneX or Sponsor to extend the period of time available to FortuneX to consummate a Business Combination.
Notwithstanding the foregoing, any deferred legal, advisory or other professional fees that are payable only upon, or otherwise contingent
upon, the consummation of the Business Combination (collectively, the “Deferred Fees”) are not included in the calculation
of the SPAC Expense Cap; provided, that Deferred Fees do not include D&O tail insurance premiums. The deferred underwriting commission
payable pursuant to the Underwriting Agreement is governed exclusively by the applicable provisions of the Business Combination Agreement
and is not payable by PubCo, the Company or from the proceeds of any Transaction Financing. Any FortuneX transaction expenses included
in the calculation of the SPAC Expense Cap that exceed the SPAC Expense Cap will be borne solely by FortuneX or Sponsor.
Additional Information Concerning the Business
Combination Agreement
Except as described in this Amendment, all other
disclosures in the Original Form 8-K remain unchanged. The foregoing descriptions are qualified in their entirety by reference to the
full text of the Business Combination Agreement and the other documents filed as exhibits to the Original Form 8-K and this Amendment,
which are incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Amended and Restated Registration Rights Agreement. |
| 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.
| |
FortuneX Acquisition Corporation |
| |
|
| Date: October 7, 2026 |
By: |
/s/ Daniel M. McCabe |
| |
Name: |
Daniel M. McCabe |
| |
Title: |
Chief Executive Officer |
