What private placements did FortuneX Acquisition Corporation (FXACU) complete with its sponsor?

The sponsor bought 297,500 Private Placement Units at $10.00 per unit for $2,975,000 at IPO closing. When the over-allotment closed, it purchased an additional 15,000 Private Placement Units at $10.00, generating about $150,000 in further proceeds directly from the sponsor.

FortuneX Acquisition over-allotment adds $11,250,000

FortuneX Acquisition Corporation reports that underwriters fully exercised their over-allotment option, adding 1,125,000 units at $10.00 per unit for gross proceeds of $11,250,000, following its initial public offering of 7,500,000 units for $75,000,000.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FortuneX Acquisition Corporation reports that underwriters fully exercised their over-allotment option, adding 1,125,000 units at $10.00 per unit for gross proceeds of $11,250,000, following its initial public offering of 7,500,000 units for $75,000,000.

The company also completed a private placement of 15,000 additional units to its sponsor at $10.00 per unit, generating about $150,000, on top of a prior 297,500-unit private placement for $2,975,000. In total, $87,112,500, or $10.10 per unit, from the IPO, over-allotment and private placements was deposited into a trust account.

An unaudited pro forma balance sheet as of May 29, 2026 shows total assets of $88,299,825, including $87,148,790 of cash and investments held in the trust account, ordinary shares subject to possible redemption of $87,148,790, total liabilities of $4,322,890 and a shareholders’ deficit of $3,171,855.

Insights

Over-allotment exercise increases SPAC trust while remaining a routine capital-raising step.

FortuneX Acquisition Corporation has its SPAC structure fully funded, with underwriters exercising the entire 1,125,000-unit over-allotment. This lifts gross proceeds by $11,250,000 on top of the $75,000,000 IPO and expands the public float of units.

The pro forma balance sheet shows $87,148,790 in the trust and $87,148,790 of ordinary shares subject to possible redemption at $10.10 per share, alongside a deferred underwriting fee payable of $4,312,500. A shareholders’ deficit of $3,171,855 is typical for SPACs given offering costs and the temporary equity classification.

Because $87,112,500 of net proceeds are segregated in a trust account, the key financial driver will be how these funds are ultimately used in a future business combination. Subsequent filings around any proposed transaction and related redemptions will determine how much of this capital remains available for the target.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO units sold: 7,500,000 units at $10.00 each Over-allotment proceeds: $11,250,000 Initial private placement: $2,975,000 +5 more

8 metrics

IPO units sold 7,500,000 units at $10.00 each Initial public offering gross proceeds of $75,000,000

Over-allotment proceeds $11,250,000 1,125,000 additional units at $10.00 per unit

Initial private placement $2,975,000 297,500 Private Placement Units at $10.00 each

Additional private placement 15,000 units at $10.00 Sponsor purchase generating about $150,000

Trust funding total $87,112,500 $10.10 per unit from IPO, over-allotment and private placements

Cash and investments in trust $87,148,790 As adjusted on unaudited pro forma balance sheet

Ordinary shares subject to redemption $87,148,790 at $10.10 per share 8,625,000 shares as adjusted, possible redemption amount

Deferred underwriting fee payable $4,312,500 After recording 5% of Option Units proceeds

Key Terms

over-allotment option, Private Placement Units, trust account, Ordinary shares subject to possible redemption, +1 more

5 terms

over-allotment option financial

"the underwriters of its initial public offering exercised in full their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"purchased 297,500 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit"

trust account financial

"were placed in a trust account with Continental Stock Transfer& Trust acting as trustee"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Ordinary shares subject to possible redemption financial

"Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 shares authorized"

Deferred underwriting fee payable financial

"Deferred underwriting fee payable | | | 3,750,000 | | | | 562,500"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FortuneX Acquisition Corporation (FXACU) raise in its IPO and over-allotment?

FortuneX Acquisition Corporation sold 7,500,000 units at $10.00 each for $75,000,000 in its IPO. Underwriters then fully exercised their over-allotment for 1,125,000 units at $10.00, adding $11,250,000 in gross proceeds and expanding total capital raised.

How much cash did FortuneX Acquisition Corporation (FXACU) place in its trust account?

FortuneX placed $87,112,500 into a trust account at $10.10 per unit. This amount comes from the IPO units, the over-allotment units, and related private placements completed on May 26 and May 29, 2026, and is managed by Continental Stock Transfer & Trust.

What does FortuneX Acquisition Corporation’s (FXACU) pro forma balance sheet show after the over-allotment?

The unaudited pro forma balance sheet as of May 29, 2026 reports total assets of $88,299,825, including $87,148,790 in the trust. Ordinary shares subject to possible redemption total $87,148,790, total liabilities are $4,322,890, and shareholders’ deficit stands at $3,171,855 after adjustments.

What are the redemption terms for FortuneX Acquisition Corporation (FXACU) public shares?

Ordinary shares subject to possible redemption are recorded at $10.10 per share. The pro forma balance sheet reflects 8,625,000 such shares at $10.10 as adjusted, totaling $87,148,790, giving public shareholders clarity on the per-share amount tied to the trust structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 03:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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): May 29, 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, 3^rd Fl. New York, NY		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, $0.0001 par value	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. ☐

Item 8.01. Other Events.

As previously reported, on May 26, 2026, FortuneX Acquisition Corporation, a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 7,500,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $75,000,000.

On May 27, 2026, the Company announced that the underwriters of its initial public offering exercised in full their over-allotment option to purchase 1,125,000 additional units at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $11,250,000. The over-allotment option closed on May 29, 2026. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 15,000 units (the “Private Placement Units”) to FortuneX Investment Partners Limited, the Sponsor, at price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $150,000.

An audited balance sheet as of May 26, 2026, reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on June 3, 2026.

An unaudited pro forma balance sheet of the Company as of May 29, 2026, reflecting the consummation of the exercise in full of the underwriters’ over-allotment option and the related transactions, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Unaudited Pro Forma Balance Sheet as of May 29, 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.

	FortuneX Acquisition Corporation

Date: June 8, 2026	By:	/s/ Daniel M. McCabe
	Name:	Daniel M. McCabe
	Title:	Chief Executive Officer

Exhibit 99.1

Unaudited Pro Forma Balance Sheet as of May 29, 2026		F-2
Notes to Unaudited Pro Forma Financial Statement		F-3

F-1

FORTUNEX ACQUISITION CORPORATION

UNAUDITED PRO FORMA BALANCE SHEET

May 29, 2026

	May 26, 2026			Pro Forma Adjustments				As Adjusted
				(Unaudited)				(Unaudited)
Assets
Current Assets
Cash	$	1,102,515		$	(149,650	)	(b)	$	952,865
Advance – related party		53,900			131,100		(c)		185,000
Prepaid expenses		15,000			13,170		(c)		13,170
					(15,000	)	(k)
Total Current Assets		1,171,415			(20,345	)			1,151,035

Cash and investments held in Trust Account		75,750,000			11,250,000		(a)		87,148,790
					149,625		(b)
					(37,125	)	(d)
					36,290		(e)
Deferred offering costs		-			37,125		(d)		-
					562,500		(g)
					(599,625	)	(j)
Total Assets	$	76,921,415		$	11,378,410			$	88,299,825

Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	14,260		$	(5,320	)	(c)	$	10,390
					1,450		(f)
Over-allotment option liability		102,787			(102,787	)	(h)		-
Total Current Liabilities		117,047			(106,657	)			10,390

Deferred underwriting fee payable		3,750,000			562,500		(g)		4,312,500
Total Liabilities		3,867,047			455,843				4,322,890

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 shares authorized, 7,500,000 shares and 8,625,000 shares at redemption value of $10.10 and $10.10 per share, as actual and adjusted, respectively		75,750,000			11,250,000		(a)		87,148,790
					36,290		(e)
					112,500		(i)
Shareholders’ Deficit
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 3,991,929 shares and 4,006,929 shares issued and outstanding, as actual and adjusted, respectively (excluding 7,500,000 shares and 8,625,000 shares subject to possible redemption, as actual and adjusted, respectively)		400			1		(c)		401
Accumulated deficit		(2,696,032	)		(25	)	(b)		(3,172,256	)
					(25	)	(c)
					112,489		(c)
					37,125		(c)
					(36,290	)	(e)
					(599,625	)	(j)
					36,290		(e)
					102,787		(h)
					(112,500	)	(i)
					(1,450	)	(f)
					(15,000	)	(k)
Total Shareholders’ Deficit		(2,695,632	)		(476,223	)			(3,171,855	)
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit	$	76,921,415		$	11,378,410			$	88,299,825

The accompany notes are an integral part of the unaudited pro forma financial statement.

F-2

FORTUNEX ACQUISITION CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT

Note 1 — Closing of Over-allotment Option and Additional Private Placement Units

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of FortuneX Acquisition Corporation (the “Company”) as of May 26, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on May 29, 2026 as described below.

On May 26, 2026, the Company consummated its initial public offering (“IPO”) of 7,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which FortuneX Investment Partners Limited (the “Sponsor”) purchased 297,500 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,975,000.

The Company granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On May 27, 2026, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,125,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 29, 2026, generating total gross proceeds of $11,250,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 15,000 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of approximately $150,000.

A total of $87,112,500 ($10.10 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements Unit on May 26, 2026 and May 29, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.

F-3

Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:

Pro Forma Entries		Debit		Credit
(a)	Cash and investments held in Trust Account	$	11,250,000
	Ordinary share subject to possible redemption			$	11,250,000
	To record the sale of 1,125,000 Option Units at $10.00 per Unit

(b)	Cash and investments held in Trust Account	$	149,625
	Bank fee		25
	Cash			$	149,650
	To record the transfer of cash account to Trust account for trust overfunding and payment of underwriting commission

(c)	Advance – related party	$	131,100
	Bank fee		25
	Accrued administrative expense		5,320
	Prepaid administrative fee		13,170
	Ordinary share – non redeemable			$	1
	Accumulative deficit				112,489
	Accumulative deficit				37,125
	To record trust overfunding of $.10/unit x1,125,000 units and underwriter cash commission ($11,250,000.00 x 0.33%), and amounts due from sponsor were offset by D&O insurance to be purchased by the sponsor and prepayment of administrative fees

(d)	Deferred offering costs	$	37,125
	Cash and investments held in Trust Account			$	37,125
	To record payment of underwriting commission ($11,250,000.00 x 0.33%)

(e)	Cash and investments held in Trust Account	$	36,290
	Interest earned in investments held in Trust Account			$	36,290
	Accumulative deficit	$	36,290
	Ordinary share subject to possible redemption			$	36,290
	To record interest earned in Trust Account and to reclass interest income to temporary equity

(f)	Administrative expense	$	1,450
	Accrued administrative expenses			$	1,450
	To record three days (May 27 to May 29, 2026) of administrative expense

(g)	Deferred offering costs	$	562,500
	Deferred underwriting commission payable			$	562,500
	To record deferred underwriting commission (5% of the sale of Option Units proceeds)

(h)	Over-allotment liability	$	102,787
	Accumulative deficit			$	102,787
	To reverse over-allotment option liability

(i)	Accumulative deficit	$	112,500
	Ordinary share subject to possible redemption			$	112,500
	To reclass trust overfunding to temporary equity

(j)	Accumulative deficit	$	599,625
	Deferred offering costs			$	599,625
	To record the charge of deferred offering costs to permanent equity

(k)	Professional fees - audit	$	15,000
	Prepaid expenses			$	15,000
	To record audit fees and reclassify from prepaid expense

F-4

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 83.2 KB

FortuneX Acquisition over-allotment adds $11,250,000

Rhea-AI Filing Summary

Positive

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