FortuneX Acquisition Corp 8-K, filed Oct 14, 2026
FortuneX Acquisition Corp (FXAC)
About this 8-K
FortuneX Acquisition Corp filed this 8-K on October 14, 2026, reporting on events of October 13, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
October 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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 | ||
|
|
The Stock Market LLC | |||
| The Stock Market LLC | ||||
|
|
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 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Business Combination Agreement
As previously disclosed, on September 18, 2026, FortuneX Acquisition Corporation, a Cayman Islands exempted company (“FortuneX”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with WT Realty Group Inc., a Delaware corporation (the “Company”), and FortuneX Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of FortuneX (“Merger Sub”).
On October 13, 2026, FortuneX, the Company and Merger Sub entered into a First Amendment to Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed to amend and restate in its entirety the definition of “Aggregate Merger Consideration” in Section 1.1 of the Business Combination Agreement to reduce the aggregate merger consideration payable to the Company’s stockholders from 60,000,000 shares of PubCo Common Stock, representing an agreed equity value of $600,000,000, to 52,500,000 shares of PubCo Common Stock, being the number of shares equal to the agreed equity value of the Company of $525,000,000 divided by the reference price of $10.00 per share. The Aggregate Merger Consideration remains a fixed number of shares and is not subject to any adjustment for cash, indebtedness, net debt, working capital or any similar item, whether before or after the date of the Amendment, nor to any purchase price adjustment, escrow or holdback. Except as expressly amended by the Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | First Amendment to Business Combination Agreement, dated October 13, 2026, by and among FortuneX Acquisition Corporation, WT Realty Group Inc. and FortuneX Merger Sub Inc. | |
| 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: October 14, 2026 | By: | /s/ Daniel M. McCabe |
| Name: | Daniel M. McCabe | |
| Title: | Chief Executive Officer | |
2
Exhibit 2.1
FIRST AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of October 13, 2026, is entered into by and among WT Realty Group Inc., a Delaware corporation, together with its subsidiaries (the “Company”), FortuneX Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and FortuneX Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“Merger Sub”). Company, SPAC and Merger Sub may also be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of September 18, 2026 (the “Business Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement;
WHEREAS, pursuant to Section 11.2 of the Business Combination Agreement, the Business Combination Agreement may be amended by a writing signed by each party thereto; and
WHEREAS, the parties desire to amend the Business Combination Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Amendment to Aggregate Merger Consideration. |
The definition of “Aggregate Merger Consideration” in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
“Aggregate Merger Consideration” means 52,500,000 shares of PubCo Common Stock, being the number of shares equal to the agreed equity value of the Company of $525,000,000 divided by the reference price of $10.00 per share. The Aggregate Merger Consideration is a fixed number of shares and shall not be subject to any adjustment for cash, indebtedness, net debt, working capital or any similar item, whether before or after the date hereof, nor to any purchase price adjustment, escrow or holdback.
| 2. | Effect of Amendment. |
Except as expressly amended by this Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms. From and after the effectiveness of this Amendment, each reference in the Business Combination Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Business Combination Agreement in any Additional Agreement, shall mean the Business Combination Agreement as amended by this Amendment.
| 3. | Miscellaneous. |
This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to principles or rules of conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon delivery to each party hereto of an executed counterpart or the earlier delivery to each party hereto of original, photocopied, or electronically transmitted (including scanned .pdf image) signature pages that together (but need not individually) bear the signatures of all other parties hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| SPAC: | ||
| FORTUNEX ACQUISITION CORPORATION | ||
| By: | /s/ Daniel M. McCabe | |
| Name: | Daniel M. McCabe | |
| Title: | Chief Executive Officer | |
| Merger Sub: | ||
| FORTUNEX MERGER SUB INC. | ||
| By: | /s/ Daniel M. McCabe | |
| Name: | Daniel M. McCabe | |
| Title: | President | |
| Company: | ||
| WT REALTY GROUP INC. | ||
| By: | /s/ Tiffany Xu | |
| Name: | Tiffany Xu | |
| Title: | CEO | |
[Signature page to First Amendment to Business Combination Agreement]