false
0002121703
0002121703
2026-07-01
2026-07-01
0002121703
CIK0002121703:UnitsEachConsistingOfOneOrdinaryShareAndOnehalfOfOneWarrantMember
2026-07-01
2026-07-01
0002121703
CIK0002121703:OrdinaryShares0.0001ParValueMember
2026-07-01
2026-07-01
0002121703
CIK0002121703:WarrantsEachExercisableForOneOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-07-01
2026-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 1, 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.
| Item 1.01. |
Entry
into a Material Definitive Agreement. |
On July 1, 2026, FortuneX
Acquisition Corporation (the “Company”) entered into Amendment No. 1 to the Underwriting Agreement (the “Amendment”)
dated May 21, 2026 (the “Underwriting Agreement “) among the Company, Polaris Advisory Partners, LLC, a division of Kingswood
Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood Capital Partners
LLC.
The Amendment revises certain
terms of the Underwriting Agreement related to the Company’s initial public offering, including provisions regarding the “Firm
Units” and “Option Units”, the deferred underwriting discount, the private placement units and related proceeds, administrative
services and offering expenses, the Representative's right of first refusal, and acknowledgements regarding the trust account.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Underwriting Agreement, dated July 1, 2026, by and among FortuneX Acquisition Corporation, Polaris Advisory Partners, LLC (as representative of the underwriters), and Kingswood Capital Partners LLC |
| 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: July 6, 2026 |
By: |
/s/ Daniel M. McCabe |
| |
Name: |
Daniel M. McCabe |
| |
Title: |
Chief Executive Officer |
