FutureCorp Space Acquisition 1

false --12-31 0002131853 0002131853 2026-06-04 2026-06-04 0002131853 FTRAU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-04 2026-06-04 0002131853 FTRAU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-04 2026-06-04 0002131853 FTRAU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-06-04 2026-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2026 FutureCorp Space Acquisition 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-43330 98-1935958 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 8605 Santa Monica Blvd. #54207 Los Angeles , California 90069 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: ( 213 ) 524-9594 Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant FTRAU The New York Stock Exchange LLC Class A ordinary shares, par value $0.0001 per share FTRA The New York Stock Exchange LLC Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share FTRAUW The New York Stock Exchange LLC Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On June 4, 2026, FutureCorp Space Acquisition 1 (the “ Company ”) consummated its initial public offering (“ IPO ”) of 23,000,000 units (the “ Units ”), including 3,000,000 Units issued pursuant to the exercise in full by the underwriters of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares ”), and one-half of one redeemable warrant of the Company (each, a “ Warrant ”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-296040) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on May 20, 2026, as amended (the “ Registration Statement ”): ● An Underwriting Agreement, dated June 4, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (the “ Representative ”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A Warrant Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ● An Investment Management Trust Agreement, dated June 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated June 4, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ● A Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “ Sponsor Private Placement Warrants Purchase Agreement ”), by and between the Company and FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company (the “ Sponsor ”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ● A Private Placement Warrants Purchase Agreement, dated June 4, 2026 (the “ Cantor Private Placement Warrants Purchase Agreement ”), by and between the Company and Cantor Fitzgerald & Co., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Letter Agreement, dated June 4, 2026 (the “ Letter Agreement ”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● Indemnity Agreements, dated June 4, 2026, by and among the Company and each Director (as defined below) and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. ● An Administrative Services Agreement, dated June 4, 2026 (the “ Administrative Services Agreement ”), by and between the Company and FutureCorp Space Acquisition 1 LLC, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. The material terms of such agreements are fully described in the Company’s final prospectus, dated June 4, 2026, as filed with the Commission on June 5, 2026 (the “ Prospectus ”) and are incorporated herein by reference. 1 Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Cantor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “ Private Placement Warrants ”) to the Sponsor and the Representative, with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate. Of the 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and the Representative purchased 2,000,000 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 4, 2026, in connection with the IPO, David J. Anderman, Shawn K. Pelsinger and John R. Tuttle were appointed to the board of directors of the Company (the “ Board ”) (collectively with Sudhin R. Shahani and Joshua B. Marks, the “ Directors ”). David J. Anderman, Sh