Current Report Filing (8-k)
22 Marzo 2023 - 1:16PM
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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
March 16, 2023
Date of Report (Date of earliest event reported)
FORTUNE RISE ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40990 |
|
86-1850747 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
13575
58th Street North, Suite 200
Clearwater, Florida |
|
33760 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 727-440-4603
(Former name or former address, if changed since
last report)
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 |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one share of Class A Common Stock and one-half of one Warrant |
|
FRLAU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Common Stock, par value $0.0001 per share |
|
FRLA |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
FRLAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant |
On March 16, 2023, the
board of directors of Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), approved the issuance
of an unsecured promissory note dated March 9, 2023 in the principal amount of $75,000 (the “Note”) to Water On Demand,
Inc., a Nevada corporation and an affiliate of the Company’s sponsor, Fortune Rise Sponsor LLC.
The Note is non-interest
bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial
business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the
election of the Company. The holder of the Note has the right, but not the obligation, to convert its Note, in whole or in part, into
private shares of the Class A common stock (the “Conversion Shares”) of the Company, as described in the prospectus
of the Company (File Number 333-256511). The number of Conversion Shares to be received by the holders in connection with such conversion
shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00.
A copy of the Note is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this
Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
|
Item 3.02 |
Unregistered Sales of Equity Securties. |
The disclosure contained in Item 2.03 in this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
The issuance of the Note
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions
were paid in connection with the issuance of the Note.
|
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
Fortune Rise Acquisition Corporation |
| |
|
| Date: March 22, 2023 |
By: |
/s/ J. Richard Iler |
| |
Name: |
J. Richard Iler |
| |
Title: |
Principal Executive Officer |
Fortune Rise Acquisition (NASDAQ:FRLA)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Fortune Rise Acquisition (NASDAQ:FRLA)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
