Fortunex Acquisition Corp - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On May 26, 2026, FortuneX
Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 units (the
“Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company
at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
total gross proceeds of $75,000,000. The underwriters were granted a 45-day option from the date of the prospectus to purchase up to an
additional 1,125,000 Units to cover over-allotments, which they exercised in full on May 28, 2026, bringing the total Units sold to 8,625,000
resulting in aggregate gross proceeds of $86,250,000.

Polaris Advisory Partners,
a division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting
Agreement dated May 21, 2026.

In connection therewith and
the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the
Company’s registration statement on Form S-1, as amended (File No. 333-295053), originally filed with the U.S. Securities and Exchange
Commission on April 15, 2025 and declared effective on May 19, 2026 (the “Registration Statement”):

●

Underwriting Agreement, dated May 21, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference;

●

Warrants Agreement, dated May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference;

●

Letter Agreement, dated May 21, 2026, by and among the Company, its officers and directors, and FortuneX Investment Partners Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference;

●

Investment Management Trust Agreement, dated May 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference;

●

Registration Rights Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference;

●

Private Placement Unit Subscription Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference; and

●

Administrative Services Agreement, dated February 28, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.7 hereto and incorporated herein by reference;

●

Share Escrow Agreement, dated as of May 26, 2026, by and among FortuneX Acquisition Corporation, FortuneX Investment Partners Limited,
the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares
were deposited into escrow, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference.

●

Indemnification Agreements, each dated May 21, 2026, by and between the Company and each of its directors and officers, including Daniel
M. McCabe, Becky Fallon, Sean Michael Deegan, and Robert Labbe, copies of which are filed as Exhibits 10.9, 10.10, 10.11 and 10.12 hereto
and incorporated herein by reference.

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Item
3.02 Unregistered Sales of Equity Securities.

Simultaneously with the consummation
of the IPO, the Company consummated a private placement (the “Private Placement”) with the Sponsor for 260,000 Units (the
“Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,600,000. The Private Units
are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration
rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

The
issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended.

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

Effective May 19, 2026, in
connection with the effectiveness of the Company’s Registration Statement, Becky Fallon, Sean Michael Deegan, and Robert Labbe became
members of the board of directors (the “Board”) of the Company.

The Board has determined that
each of Becky Fallon, Sean Michael Deegan, and Robert Labbe qualify as an independent director under the applicable listing standards
of the Nasdaq Global Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Becky Fallon, Sean Michael
Deegan, and Robert Labbe serve as members of the Company’s audit committee, corporate governance and nominating committee and compensation
committee. Sean Michael Deegan serves as chairperson of the audit committee, Daniel M. McCabe serves as chairperson of the corporate governance
and nominating committee, and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit
committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.

The directors will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations.

Other than the foregoing,
none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item
5.03 Amendments to Articles of Incorporation or Bylaws.

On May 19, 2026, the
Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the
Company’s Registration Statement.

A
copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

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Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit
No.

Description

1.1

Underwriting Agreement, dated May 21, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering.

3.1

Amended and Restated Memorandum and Articles of Association

4.4

Warrants Agreement, dated May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company

10.1

Letter Agreement, dated May 21, 2026, by and among the Company, its officers and directors, and FortuneX Investment Partners Limited.

10.2

Investment Management Trust Agreement, dated May 22, 2026, by and between the Company and Continental Stock Transfer & Trust Company

10.3

Registration Rights Agreement, dated May 21, 2026, by and between the Company and Equinox Capital Solutions Limited

10.6

Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the Sponsor

10.7

Administrative Services Agreement, dated February 28, 2026, by and between the Company and the Sponsor

10.8

Share Escrow Agreement, dated as of May 26, 2026, by and among FortuneX Acquisition Corporation, FortuneX Investment Partners Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent.

10.9

Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Daniel M. McCabe.

10.10

Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Becky Fallon.

10.11

Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Sean Michael Deegan.

10.12

Indemnification
Agreement, dated May 21, 2026, by and between FortuneX Acquisition Corporation and Robert Labbe.

99.1

Press Release Announcing Pricing of IPO

99.2

Press Release Announcing Closing of IPO

99.3

Press Release Announcing Exercise of Over-Allotment Option

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