FortuneX Acquisition Corp美股招股说明书(2026-05-22版)

$75,000,000FortuneX Acquisition Corporation7,500,000 Units FortuneX Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limited liability,formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar businesscombination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particularindustry or geographic region. We do not have any specific business combination under consideration and we have not (nor has anyone onour behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, withrespect to such a transaction with our company. This is an initial public offering of our securities. Each unit we are offering has a price of $10.00 and consists of: (i) one ordinary share and(ii) one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initialbusiness combination and will expire five years after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described herein. Subject to the terms and conditions described in the prospectus, we may redeem the warrants for cash oncethe warrants become exercisable. The underwriters have a 45-day option from the date of the consummation of this offering to purchase upto an additional 1,125,000 units (over and above the 7,500,000 units referred to above) to cover over-allotments, if any. We will provide our holders of public shares (as defined below), which we refer to collectively as our “public shareholders,” with theopportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of theirordinary shares that were sold as part of the units in this offering, which we refer to collectively as our “public shares,” upon the completionof our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust accountdescribed below as of two business days prior to the consummation of our initial business combination, including interest earned on thefunds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of theExchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offeringwithout our prior consent. See “Summary — The Offering — Limitation on redemption rights of shareholders holding more than 15% of theshares sold in this offering if we hold shareholder vote ” for further discussion on certain limitations on redemption rights. We have 12months from the closing of this offering to consummate our initial business combination. If we anticipate that we may beunable to consummate our initial business combination within such period, we may seek shareholder approval to amend our Post-offeringMemorandum and Articles of Association to extend the date by which we must consummate our initial business combination. If we seekshareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by thenumber of then outstanding public shares, subject to applicable laws. If we are unable to complete our initial business combination withinthe 12-month period or such period that may be extended we will distribute the aggregate amount then on deposit in the trust account,including interest (net of taxes payable and less up to $50,000 of interest to pay liquidation and dissolution expenses), pro rata to our publicshareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of ouraffairs, as further described herein. Table of Contents FortuneX Investment Partners Limited, which we refer to throughout this prospectus as our “Sponsor,” has agreed that they and/or theirdesignees will purchase from us an aggregate of 297,500 units, or