Fortunex Acquisition Corporation

10/14/2026 | Press release | Distributed by Public on 10/14/2026 04:04

Material Agreement (Form 8-K)

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.

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