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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, 3rd Fl.
New York, NY |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: Telephone: (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)) |
| |
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| ☐ |
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 |
|
Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
FXAC |
|
Nasdaq Stock Market LLC |
| Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share |
|
FXACW |
|
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 May 26, 2026, FortuneX
Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 units (the
“Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company
at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
total gross proceeds of $75,000,000. The underwriters were granted a 45-day option from the date of the prospectus to purchase up to an
additional 1,125,000 Units to cover over-allotments, which they exercised in full on May 28, 2026, bringing the total Units sold to 8,625,000
resulting in aggregate gross proceeds of $86,250,000.
Polaris Advisory Partners,
a division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting
Agreement dated May 21, 2026.
In connection therewith and
the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the
Company’s registration statement on Form S-1, as amended (File No. 333-295053), originally filed with the U.S. Securities and Exchange
Commission on April 15, 2025 and declared effective on May 19, 2026 (the “Registration Statement”):
| |
● |
Underwriting Agreement, dated May 21, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; |
| |
|
|
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● |
Warrants Agreement, dated May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference; |
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|
|
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● |
Letter Agreement, dated May 21, 2026, by and among the Company, its officers and directors, and FortuneX Investment Partners Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; |
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|
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● |
Investment Management Trust Agreement, dated May 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference; |
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|
|
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● |
Registration Rights Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference; |
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|
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● |
Private Placement Unit Subscription Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference; and |
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|
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● |
Administrative Services Agreement, dated February 28, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.7 hereto and incorporated herein by reference; |
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● |
Share Escrow Agreement, dated as of May 26, 2026, by and among FortuneX Acquisition Corporation, FortuneX Investment Partners Limited,
the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares
were deposited into escrow, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference. |
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|
|
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● |
Indemnification Agreements, each dated May 21, 2026, by and between the Company and each of its directors and officers, including Daniel
M. McCabe, Becky Fallon, Sean Michael Deegan, and Robert Labbe, copies of which are filed as Exhibits 10.9, 10.10, 10.11 and 10.12 hereto
and incorporated herein by reference. |
Item
3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation
of the IPO, the Company consummated a private placement (the “Private Placement”) with the Sponsor for 260,000 Units (the
“Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,600,000. The Private Units
are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration
rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The
issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective May 19, 2026, in
connection with the effectiveness of the Company’s Registration Statement, Becky Fallon, Sean Michael Deegan, and Robert Labbe became
members of the board of directors (the “Board”) of the Company.
The Board has determined that
each of Becky Fallon, Sean Michael Deegan, and Robert Labbe qualify as an independent director under the applicable listing standards
of the Nasdaq Global Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Becky Fallon, Sean Michael
Deegan, and Robert Labbe serve as members of the Company’s audit committee, corporate governance and nominating committee and compensation
committee. Sean Michael Deegan serves as chairperson of the audit committee, Daniel M. McCabe serves as chairperson of the corporate governance
and nominating committee, and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit
committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
The directors will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations.
Other than the foregoing,
none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item
5.03 Amendments to Articles of Incorporation or Bylaws.
On May 19, 2026, the
Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the
Company’s Registration Statement.
A
copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 21, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering.
|
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.4 |
|
Warrants Agreement, dated May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company |
| |
|
|
| 10.1 |
|
Letter Agreement, dated May 21, 2026, by and among the Company, its officers and directors, and FortuneX Investment Partners Limited. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated May 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company |
| |
|
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| 10.3 |
|
Registration Rights Agreement, dated May 21, 2026, by and between the Company and Equinox Capital Solutions Limited |
| |
|
|
| 10.6 |
|
Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the Sponsor |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated February 28, 2026, by and between the Company and the Sponsor |
| |
|
|
| 10.8 |
|
Share Escrow Agreement, dated as of May 26, 2026, by and among FortuneX Acquisition Corporation, FortuneX Investment Partners Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent. |
| |
|
|
| 10.9 |
|
Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Daniel M. McCabe. |
| |
|
|
| 10.10 |
|
Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Becky Fallon. |
| |
|
|
| 10.11 |
|
Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Sean Michael Deegan. |
| |
|
|
| 10.12 |
|
Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Robert Labbe. |
| |
|
|
| 99.1 |
|
Press Release Announcing Pricing of IPO |
| |
|
|
| 99.2 |
|
Press Release Announcing Closing of IPO |
| |
|
|
| 99.3 |
|
Press Release Announcing Exercise of Over-Allotment Option |
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|
|
| 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:
May 29, 2026 |
By: |
/s/
Daniel M. McCabe |
| |
Name:
|
Daniel
M. McCabe |
| |
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer, Principal Accounting Officer, and Principal Financial Officer) |
Exhibit 99.1
NEW YORK, May 20, 2026 (GLOBE NEWSWIRE) – FortuneX Acquisition Corporation, a blank check company incorporated in the Cayman Islands as an exempted company (the “Company”), today announced the pricing of its initial public offering (“IPO”) of 7,500,000 units at an offering price of $10.00 per unit, with each unit consisting of one ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustments. The units are expected to trade on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FXACU” beginning May 21, 2026. The Company expects the IPO to close on May 22, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols “FXAC” and “FXACW,” respectively.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as the sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to 1,125,000 additional units at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
Celine and Partners, P.L.L.C. is serving as US legal counsel to the Company and O’Melveny & Meyers LLP is serving as legal counsel to Polaris, a division of Kingswood Capital Partners LLC, in the offering.
A registration statement on Form S-1 relating to the securities (File No. 333-295053) was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective on May 19, 2026 pursuant to Section 8(a) of the Securities Act of 1933, as amended. This offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling 212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Contact: admin@fortunexacq.com
Exhibit 99.2
New York, New York, May 26, 2026 — FortuneX
Acquisition Corp (Nasdaq: FXACU, the “Company”) announced today that it closed its initial public offering (“IPO”)
of 7,500,000 units at an offering price of $10.00 per unit. The underwriters have a 45-day option from the date of the prospectus to purchase
up to an additional 1,125,000 units from the Company at the IPO price to cover over-allotments, if any.
Each unit consisting of one ordinary share and
one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50
per share, subject to adjustment. The units are listed on The Nasdaq Global Market (“Nasdaq”) and began trading under the
ticker symbol “FXACU” on May 22, 2026. Once the securities comprising the units begin separate trading, the ordinary share
and warrants are expected to be listed on Nasdaq under the symbols “FXAC” and “FXACW,” respectively.
Polaris Advisory Partners, a division of Kingswood
Capital Partners LLC, served as the sole book-running manager for the offering.
Celine and Partners, P.L.L.C. served as legal
counsel to the Company. O’Melveny & Meyers LLP served as legal counsel to Polaris Advisory Partners LLC. FortuneX Investment
Partners Limited is the sponsor of the Company.
A registration statement on Form S-1 relating
to the securities (File No. 333-295053) was previously filed with the Securities and Exchange Commission (“SEC”) and was declared
effective by the SEC on May 19, 2026. This offering was made only by means of a prospectus forming part of the effective registration
statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be
obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling
212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About FortuneX Acquisition Corporation
The Company is a blank check company incorporated
in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. While the Company
intends to conduct a global search for potential targets without geographic limitations, its management team has experience investing
in and building businesses across the Asia-Pacific region and possesses a strong understanding of the region’s business environment,
regulatory landscape and culture. The Company will not pursue an initial business combination with any entity based in, or having the
majority of its operations in, Greater China. The Company is led by Mr. Daniel M. McCabe, the Company’s Chairman, Chief Executive
Officer and Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance
can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Yuya Orime
Senior Vice President
Polaris Advisory Partners
(650) 690-1751
Exhibit 99.3
PRESS RELEASE
FORTUNEX ACQUISITION CORPORATION ANNOUNCES EXERCISE OF
OVER-ALLOTMENT OPTION
New York, NY, May 28, 2026 — FortuneX Acquisition Corporation (Nasdaq: FXACU or the “Company”) today announced that the underwriters of its recently announced initial public offering exercised their over-allotment option to purchase an additional 1,125,000 units at the public offering price of $10.00 per unit, bringing the total units sold to 8,625,000. The closing of the over-allotment option is expected to occur on May 28, 2026, subject to the satisfaction of customary closing conditions.
Each unit consists of one ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustments. The units are listed on the Nasdaq Global Market and began trading under the ticker symbol “FXACU” on May 22, 2026. Once the securities comprising the units begin separate trading, the ordinary share and rights are expected to be listed on Nasdaq under the symbols “FXAC” and “FXACR,” respectively
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, served as the sole book-running manager for the offering.
Celine and Partners, P.L.L.C. served as legal counsel to the Company. O’Melveny & Myers LLP served as legal counsel to Polaris Advisory Partners LLC. FortuneX Investment Partners Limited is the Sponsor of the Company.
A registration statement on Form S-1 relating to the securities (File No. 333-295053) was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective on May 19, 2026 pursuant to Section 8(a) of the Securities Act of 1933, as amended. This offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling 212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The offering may be made only by means of the prospectus relating to the offering.
About FortuneX Acquisition Corporation
The Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. While the Company intends to conduct a global search for potential targets without geographic limitations, its management team has experience investing in and building businesses across the Asia-Pacific region and possesses a strong understanding of the region’s business environment, regulatory landscape and culture. The Company will not pursue an initial business combination with any entity based in, or having the majority of its operations in, Greater China. The Company is led by Mr. Daniel M. McCabe, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Daniel M. McCabe
Chief Executive Officer
FortuneX Acquisition Corporation
(212) 612-1400