{"url_path":"/sec/fxac/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2121703/0001829126-26-005831-index.html","accession_number":"0001829126-26-005831","cik":"0002121703","ticker":"FXAC","issuer_name":"FortuneX Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2121703/0001829126-26-005831-index.html","primary_entity_key":"0002121703","primary_entity_name":"FortuneX Acquisition Corp"},"word_count":600,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn May 26, 2026, FortuneX\nAcquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 7,500,000 units (the\n“Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),\nand one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company\nat 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\ntotal 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\nadditional 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\nresulting in aggregate gross proceeds of $86,250,000.\n\n \n\nPolaris Advisory Partners,\na division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting\nAgreement dated May 21, 2026.\n\n \n\nIn connection therewith and\nthe closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the\nCompany’s registration statement on Form S-1, as amended (File No. 333-295053), originally filed with the U.S. Securities and Exchange\nCommission on April 15, 2025 and declared effective on May 19, 2026 (the “Registration Statement”):\n\n \n\n \n●\nUnderwriting 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;\n\n \n \n \n\n \n●\nWarrants 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;\n\n \n \n \n\n \n●\nLetter 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;\n\n \n \n \n\n \n●\nInvestment 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;\n\n \n \n \n\n \n●\nRegistration 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;\n\n \n \n \n\n \n●\nPrivate 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\n\n \n \n \n\n \n●\nAdministrative 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;\n\n \n \n \n\n \n●\nShare Escrow Agreement, dated as of May 26, 2026, by and among FortuneX Acquisition Corporation, FortuneX Investment Partners Limited,\nthe shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares\nwere deposited into escrow, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nIndemnification Agreements, each dated May 21, 2026, by and between the Company and each of its directors and officers, including Daniel\nM. 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\nand incorporated herein by reference.\n\n \n\n1"}