FortuneX Acquisition Corp Announces $600M Business Combination with WT Realty

What Happened

• On September 18, 2026, FortuneX Acquisition Corp (FortuneX) entered into a Business Combination Agreement with WT Realty Group Inc. (WT Realty) and FortuneX Merger Sub Inc. to domesticate FortuneX from the Cayman Islands to Delaware and merge Merger Sub into WT Realty. The agreed equity value for WT Realty is $600 million, represented by 60,000,000 shares of PubCo common stock (a fixed share aggregate at a $10.00 reference price).
• FortuneX will file a Form S‑4 registration statement combining the proxy and prospectus, and shareholders of both companies must approve the transactions before closing. A joint press release announcing the agreement was issued the same day.

Key Details

• Date/parties: Business Combination Agreement signed September 18, 2026 between FortuneX, WT Realty and FortuneX Merger Sub.
• Consideration: Aggregate Merger Consideration = 60,000,000 PubCo shares (equity value $600M; fixed number of shares, no post-signing purchase price adjustments).
• Closing conditions & timing: Requires effectiveness of the S‑4, FortuneX and WT Realty shareholder approvals, Nasdaq listing approval, and other customary conditions; Outside Closing Date is May 26, 2027. WT Realty must deliver PCAOB‑audited financials by Oct 30, 2026 (failure can permit FortuneX to terminate).
• Sponsor financing & economics: WT Realty agreed to provide Sponsor loans totaling $2,431,250 (including $931,250 released at signing); loans are repayable at closing in cash or equity at $10/share. FortuneX transaction expenses are capped at $1.5M if closing occurs by the Outside Closing Date. Sponsor granted Company a 12‑month call option to buy Sponsor securities for $4,000,000.

Why It Matters

• This transaction will convert FortuneX into a Delaware‑domiciled public company (“PubCo”) with WT Realty surviving as a wholly‑owned subsidiary, changing the combined company’s ownership and governance (PubCo board of seven directors with six designated by WT Realty). Retail shareholders of FortuneX will have a redemption option before domestication and their existing warrants will convert into warrants for PubCo shares on the same terms.
• The deal’s $600M valuation is fixed in share terms (fixed number of shares issued), so the economic ownership split after closing will depend on cash in FortuneX’s trust, any PIPE or other transaction financing obtained, and the final post‑closing share count. Closing depends on regulatory, audit and shareholder approvals and Nasdaq listing — any delays or failures on those items could prevent the Merger from closing.