Future Money Acquisition Corp S-1/A, filed Mar 9, 2026

Future Money Acquisition Corp (FMAC)

S-1/A 2026-03-09

View Original

Added on October 21, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Exhibit		Description
1.1*		Form of Underwriting Agreement
3.1*		Memorandum and Articles of Association of the Registrant
3.2*		Form of Amended and Restated Memorandum and Articles of Association of the Registrant
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Share Certificate
4.3*		Specimen Rights Certificate (included in Exhibit 4.4)
4.4*		Form of Rights Agreement between VStock Transfer, LLC and the Registrant
5.1**		Opinion of Harney Westwood & Riegels
5.2*		Opinion of Torres & Zheng at Law, P.C.
10.1*		Securities Subscription Agreement, dated November 24, 2025, between the Registrant and Future Wealth Capital Corp.
10.2*		Form of Letter Agreement among the Registrant, its directors and officers, Future Wealth Capital Corp. and the other initial shareholders
10.3*		Form of Investment Management Trust Agreement between Equiniti Trust Company, LLC and the Registrant
10.4*		Form of Registration Rights Agreement among the Registrant and securityholders
10.5*		Form of Indemnity Agreement
10.6*		Form of Placement Units Purchase Agreement between the Registrant and the initial shareholders
10.7*		Promissory Note, dated as of October 2, 2025, as amended, issued to the sponsor
10.8*		Administrative Services Agreement by and between the Registrant and Future Wealth Capital Corp.
14*		Form of Code of Conduct
23.1**		Consent of HYYH CPA. LLC
23.2**		Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.3*		Consent of Torres & Zheng at Law, P.C. (included in Exhibit 5.2)
99.1*		Consent of Shaoke Li
99.2*		Consent of Andy F. Wong
99.3*		Consent of Paul Cameron
99.4*		Form of Audit Committee Charter
99.5*		Form of Compensation Committee Charter
107.1*		Filing Fee Table

	(b)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	(c)	The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(5)	For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant;

	(iii)	the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	Future Money Acquisition Corporation

	By:	/s/ Siyu Li
	Name:	Siyu Li
	Title:	Chief Executive Officer and Chairman

Name	Position	Date

/s/ Siyu Li	Chief Executive Officer and Executive Chair	March 6, 2026
Siyu Li	(principal executive officer)

/s/ Steven Markscheid	Chief Financial Officer and Director	March 6, 2026
Steven Markscheid	(principal financial and accounting officer)

	Cogency Global Inc.

	Authorized U.S. Representative

	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Sr. Vice President on behalf of Cogency Global Inc.

TEN COM	—as Tenants in Common	UNIF GIFT MIN ACT	— Custodian
			(Cust)	(Minor)

TEN ENT	—as Tenants by the Entirety
			under Uniform Gifts to Minors Act

JT TEN	—as joint tenants with right of survivorship and not as tenants in common
			(State)

	a.	one Ordinary Share (as defined below); and

	b.	one right to receive one-tenth (1/10) of an Ordinary Share (*Rights*),

B.	up to 1,500,000 Units, which may be issued upon exercise of an option granted to the underwriter(s) to cover over-allotments, if any, exercisable for a period of 45 days after the closing of the offering (*Over-Allotment Units*);

C.	all Ordinary Shares and all Rights issued as part of the Units and the Over-Allotment Units;

D.	all Ordinary Shares that may be issued upon the consummation of an initial business combination in respect of the Rights included in the Units and the Over-Allotment Units; and

E.	up to 25,000 Ordinary Shares (or 28,750 Ordinary Shares if the Over-Allotment Units is exercised in full) (the *Representative Shares) to D. Boral Capital LLC, the representative of the underwriters, or its designees, in each case under the United States Securities Act of 1933, as amended (Securities Act) and pursuant to the terms of the Registration Statement. In this opinion Companies Act* means the Companies Act, as amended, of the Cayman Islands.

1	Existence and Good Standing. The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.

2	Capacity and Power. The delivery of the Registration Statement by the Company and the performance of its obligations thereunder are within the corporate capacity and power of the Company and have been duly authorised and approved by all necessary corporate action of the Company.

3	Authorised Share Capital. Based on our review of the Restated M&A (as defined in Schedule 1), the authorised share capital of the Company, with effect from the date that the Restated M&A becomes effective, will be US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each (the Ordinary Shares).

4	Unit Shares. The Unit Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Resolutions (as defined in Schedule 1), and when the name of the shareholder is entered in the register of members of the Company (*Register of Members*), the Unit Shares will be validly issued, allotted, fully paid, and non-assessable and there will be no further obligation on the holder of any of the Unit Shares to make any further payment to the Company in respect of such Unit Shares.

5	Rights Shares. The Rights Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Resolutions, the terms of the Rights, and when the name of the shareholder is entered in the Register of Members, the Rights Shares will be validly issued, allotted, fully paid, and non-assessable and there will be no further obligation on the holder of any of the Rights Shares to make any further payment to the Company in respect of such Rights Shares.

6	Representative Shares. The Representative Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Resolutions, and when the name of the shareholder is entered in the Register of Members, the Representative Shares will be validly issued, allotted, fully paid, and non-assessable and there will be no further obligation on the holder of any of the Representative Shares to make any further payment to the Company in respect of such Representative Shares.

7	Cayman Islands Law. The statements under the caption “Enforceability of Civil Liabilities” and “Description of Securities” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects as at the date of this opinion and such statements constitute our opinion.

1	A copy of the certificate of incorporation of the Company dated 29 September 2025.

2	A copy of the memorandum and articles of association of the Company dated 29 September 2025 (the *M&A*);

3	A copy of the amended and restated memorandum and articles of association of the Company to be adopted by a special resolution and effective upon the listing of the Company’s ordinary shares of a par value of US$0.0001 each on the Designated Stock Exchange (as defined therein) in the form as attached to the Registration Statement (the *Restated M&A*).

4	A certificate of good standing dated 13 February 2026 in respect of the Company issued by the Registrar of Companies in the Cayman Islands.

5	A copy of the register of members provided to us provided to us on 8 December 2025.

6	A copy of the register of directors and officers of the Company provided to us on 5 March 2026.

7	A copy of the unanimous written resolutions of the directors of the Company dated 13 February 2026 (*Resolutions*).

8	A certificate dated 5 March 2026 provided by a director of the Company confirming certain matters to us which are relevant to our opinion (*Director’s Certificate*), a copy of which is annexed to this opinion as Appendix I.

	(a)	all formalities required under any applicable laws (other than the laws of the Cayman Islands) have been complied with; and

	(b)	no other matters arising under any foreign law will affect the views expressed in this opinion.

*	Previously filed.
**	Filed herein.


Rights Agent

Dated:
		(legal signature)


Transfer Agent

2	Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

3	Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.

4	Director’s Certificate. The contents of the Director’s Certificate are true and accurate as at the date of this opinion.

5	Constitutional Documents. The M&A is the latest memorandum and articles of association of the Company in effect as of the time of the opinion.

6	Resolutions. The Resolutions have been duly executed (and whereby a corporate entity such execution has been duly authorised if so required) by or on behalf of the directors, or by or on behalf of each shareholder in respect of the shareholder resolutions, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect.

7	No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.

8	Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents and, in particular, that the entry into and performance of the transactions contemplated under the Registration Statement will not cause any of the parties thereto to be in breach of any agreement or undertaking.

1	Non-assessable. The term *non-assessable* means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

2	Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement.

3	Commercial Terms. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4	Register of members. Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

5	Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act have been paid and the Registrar of Companies in the Cayman Islands has no knowledge that the Company is in default under the Companies Act.

6	Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (Revised).