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
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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 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) |
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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.
| FortuneX Acquisition Corporation | ||
| Date: October 14, 2026 | By: | /s/ Daniel M. McCabe |
| Name: | Daniel M. McCabe | |
| Title: | Chief Executive Officer | |
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