FortuneX Acquisition Corp: amends business combination to 52,500,000 shares

What happened FortuneX Acquisition Corporation filed an 8-K on Oct 14, 2026 reporting that on Oct 13, 2026 it entered into a First Amendment to the Business Combination Agreement with WT Realty Group Inc. and FortuneX Merger Sub Inc. 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, reducing the aggregate merger consideration from 60,000,000 shares of PubCo Common Stock (agreed equity value $600,000,000) to 52,500,000 shares of PubCo Common Stock (agreed equity value $525,000,000 divided by the reference price of $10.00 per share). The original Business Combination Agreement was entered into on Sep 18, 2026.

Key details

• Aggregate Merger Consideration changed from 60,000,000 shares ($600,000,000) to 52,500,000 shares ($525,000,000) using a $10.00 reference price per share.
• The Aggregate Merger Consideration remains a fixed number of shares and is not subject to adjustment for cash, indebtedness, net debt, working capital or similar items, nor to any purchase price adjustment, escrow or holdback.
• The amendment was made by FortuneX Acquisition Corporation, WT Realty Group Inc. and FortuneX Merger Sub Inc.; a copy of the First Amendment is filed as Exhibit 2.1 to the 8-K.

Why it may matter This Item 1.01 filing reports an entry into a material definitive agreement: a first amendment to the business combination agreement that alters the agreed aggregate merger consideration and confirms the consideration is a fixed share amount. The filing does not show why the insider traded or why the company acted.