FortuneX files 8-K/A to correct WT Realty merger agreement details

FortuneX Acquisition Corporation filed an amended Form 8-K with the U.S. Securities and Exchange Commission to correct inadvertent errors and supplement disclosures regarding its Business Combination Agreement with WT Realty Group Inc. The amendment, designated Amendment No. 1, replaces specific sections of the original report filed on September 22, 2026, while leaving the rest of the document unchanged.

The filing addresses three primary areas: corrections to the descriptions of certain provisions in the Business Combination Agreement, additional details on the governance structure of the post-merger entity known as PubCo, and the replacement of an incorrectly filed exhibit. The corrected Amended and Restated Registration Rights Agreement is now filed as Exhibit 10.1, superseding the previous version.

Under the supplemented governance disclosure, each share of PubCo Class A Common Stock carries one vote, while each share of PubCo Class B Common Stock carries 20 votes. This dual-class structure defines the voting rights holders will possess following the completion of the domestication and merger processes.

The amendment also revises the termination provisions of the agreement. The contract may be ended prior to closing by mutual written consent, if a final non-appealable legal order prohibits the transaction, or if required shareholder approval is not secured. Additionally, either party may terminate if the closing has not occurred by May 26, 2027. FortuneX holds a specific right to terminate if WT Realty fails to deliver PCAOB-audited financial statements by October 30, 2026.

A termination fee of $500,000 is payable by a breaching party to the non-breaching party if the agreement ends due to a material breach. This fee may also apply if the transaction fails to close by the outside date due to a delay exceeding six months that is primarily attributable to a party's failure to use commercially reasonable efforts. Exceptions to this fee include delays caused by regulatory reviews, audit completion, SEC reviews, or general market conditions outside a party's reasonable control.

Regarding costs, if the closing occurs on or before May 26, 2027, FortuneX transaction expenses are capped at $1.5 million. This SPAC Expense Cap covers D&O tail insurance premiums, administrative services fees, and extension fees paid by FortuneX or its sponsor to extend the time available for completing the business combination. Deferred professional fees payable only upon closing are excluded from this cap.