Forefront Tech Holdings Acquisition Corp 8-K/A, filed Sep 24, 2026
Forefront Tech Holdings Acquisition Corp (FTHA)
About this 8-K/A
Forefront Tech Holdings Acquisition Corp filed this 8-K/A on September 24, 2026, reporting on events of May 1, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| Stock Market LLC | ||||
| Stock Market LLC | ||||
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EXPLANATORY NOTE
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Unit Agreement, the Company completed the private sale of an aggregate of 355,000 private placement units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $3,550,000. The Sponsor Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Sponsor Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Simultaneously with the closing of the IPO, pursuant to the Underwriter Private Placement Units Agreement, the Company completed the private sale of an aggregate of 15,000 private placement units (the “Underwriter Private Placement Units”) to BTIG, LLC at a purchase price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds of $150,000. The Underwriter Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Underwriter Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
A total of $100,300,000 of the proceeds from the IPO and the sale of the Private Placement Units were placed in a U.S.-based trust account with Odyssey Transfer and Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes and $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if it does not complete its initial business combination within 18 months from the closing of the IPO, or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as described in the Prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the IPO, or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (as described in the Prospectus), subject to applicable law.
On April 29, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which was previously filed as Exhibit 99.1 to the Original 8-K and is incorporated herein by reference.
On May 1, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which was previously filed as Exhibit 99.2 to the Original 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| * | Previously filed. |
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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.
| FOREFRONT TECH HOLDINGS ACQUISITION CORP | |||
| By: | /s/ Peter Bilitsch | ||
| Name: | Peter Bilitsch | ||
| Title: | Chief Executive Officer | ||
Dated: September 24, 2026
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