WT Realty Strikes $600 Million SPAC Deal to Go Public on Nasdaq

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WT Realty Group has agreed to go public through a business combination with blank-check company FortuneX Acquisition Corporation, a late-Friday transaction that values the integrated real estate platform at approximately $600 million and would bring another brokerage-and-mortgage-services business to the Nasdaq market.

Under the definitive business combination agreement announced Sept. 18, FortuneX would domesticate from the Cayman Islands to Delaware and become a new public holding company called FortuneX Realty Group Holdings Inc. A FortuneX merger subsidiary would merge into WT Realty, leaving WT Realty as a wholly owned subsidiary of the public company.

The agreement calls for 60 million shares of the new company’s common stock as merger consideration. At the transaction’s $10-per-share reference price, that implies an equity value of about $600 million. The figure is an implied transaction value, not cash being paid to WT Realty shareholders.

The companies said they expect the deal to close in the first quarter of 2027. That timetable is conditional. FortuneX shareholders and WT Realty stockholders must approve the transaction, the registration statement on Form S-4 must become effective, Nasdaq must approve the new shares for listing and the parties must satisfy other customary closing conditions.

As of Friday night’s announcement, FortuneX had not yet filed the promised Current Report on Form 8-K containing the full business combination agreement. The companies said additional transaction details will be provided in that filing. FortuneX is already an SEC registrant and its public filings are available through EDGAR.

A real estate platform that reaches beyond brokerage

WT Realty describes itself as an integrated, technology-enabled real estate platform. Through operating subsidiary WeTrust Realty and related businesses, the company says it provides residential brokerage and transaction services, escrow, lending and mortgage-related services, title services, commercial real estate services and technology for real estate professionals and consumers.

WeTrust Realty’s website identifies its headquarters in San Marino, California, and markets the brokerage around a technology-supported, agent-focused model. The breadth of businesses described in Friday’s transaction announcement is important: the proposed public company would not be a brokerage-only operation, but a platform spanning several pieces of the real estate transaction.

“We believe this proposed business combination marks a major milestone, and we are excited and confident about the opportunities ahead,” WT Realty CEO and Chairwoman Tiffany Xu said in the announcement.

FortuneX CEO and CFO Daniel McCabe said the SPAC selected WT Realty after what he described as an extensive search for a business-combination partner. The companies did not disclose revenue, profitability or transaction-volume figures in Friday night’s announcement. Those financial details, along with ownership and dilution information, are expected to become clearer in the SEC filings required for the proposed combination.

The deal is signed, but it is not closed

The distinction matters in a SPAC transaction. Friday’s announcement establishes that FortuneX and WT Realty have signed a definitive agreement; it does not mean WT Realty is already publicly traded or that the combination is guaranteed to close.

If completed, FortuneX would become FortuneX Realty Group Holdings and its Class A shares are expected to trade on Nasdaq. WT Realty would continue underneath that holding company as a wholly owned subsidiary.

Winston Taylor LLP is serving as legal counsel to WT Realty, while Celine & Partners PLLC is advising FortuneX.

The next meaningful disclosure will be FortuneX’s SEC filing, which should provide the full merger agreement and a more detailed view of the economics, governance, ownership structure and risks behind the proposed $600 million combination.