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 (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.
FortuneX Acquisition Corporation entered into Amendment No. 1 to its May 21, 2026 Underwriting Agreement for its initial public offering. The amendment, dated July 1, 2026, updates terms for “Firm Units” and “Option Units”, the deferred underwriting discount, and private placement units and related proceeds.
It also revises provisions on administrative services and offering expenses, the representative underwriter’s right of first refusal, and acknowledgements regarding the IPO trust account. The full amendment is filed as Exhibit 10.1 and incorporated by reference into this current report.
FortuneX Acquisition Corp director and executive Daniel M. McCabe, who serves as Chairman and CEO, submitted an initial Form 3 insider ownership report for the company’s units trading under the ticker FXACU. The filing shows no reported purchases, sales, exercises, gifts, or other transactions at this time.
FortuneX Acquisition Corp director Robert L. Labbe has filed an initial statement of beneficial ownership on Form 3. This filing identifies him as a director and establishes his status as an insider of the company, without reporting any buy, sell, or derivative transactions in the provided data.
FortuneX Investment Partners Ltd, a 10% owner of FortuneX Acquisition Corp, filed an initial Form 3 reporting its existing holdings. The filing shows beneficial ownership of 3,694,429 ordinary shares and 156,250 warrants, all held directly.
Footnotes state the ordinary shares were acquired before FortuneX Acquisition Corp’s initial public offering, and that the underwriter’s full exercise of its 1,125,000-unit over-allotment option removed any forfeiture risk on these shares. The position also includes interests tied to private placement units sold simultaneously with the IPO.
FortuneX Acquisition Corp filed an initial insider ownership report for director Becky Fallon. This Form 3 establishes her status as a director of FXACU but does not list any specific share holdings or report any buy, sell, or other insider transactions.
FortuneX Acquisition Corp director Sean Michael Deegan filed an initial Form 3, which is a baseline statement of beneficial ownership for insiders. The filing lists him as a director but does not report any share transactions or option exercises at this time.