FortuneX Acquisition Corp

8-K · fortunexacq_8k.htm iXBRL

0002121703

 2026-05-29
 2026-05-29

 0002121703

 CIK0002121703:UnitsEachConsistingOfOneOrdinaryShareAndOnehalfOfOneWarrantMember

 2026-05-29
 2026-05-29

 0002121703

 CIK0002121703:OrdinaryShares0.0001ParValueMember

 2026-05-29
 2026-05-29

 0002121703

 CIK0002121703:WarrantsEachExercisableForOneOrdinaryShareAtExercisePriceOf11.50PerShareMember

 2026-05-29
 2026-05-29

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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/A 00-0000000

 (State or other jurisdiction
of incorporation)
  
 (Commission
File Number)
  
 (IRS Employer
Identification No.)

  

 1185 Avenue of the Americas , 3 rd Fl .
 New York , NY

  
 10036

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including area code: (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))

  
  

 ☐
 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
  
 The Nasdaq Stock Market LLC

 Ordinary Shares, $0.0001 par value
  
 FXAC
  
 The
 Nasdaq Stock Market LLC

 Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share

  
 FXACW
  
 The
 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 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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