UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
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The Stock Market LLC | |||
| The Stock Market LLC | ||||
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The 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) |
1
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 | |
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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