FRLAW Fortune Rise Acquisition Corporation

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): November 4, 2024

 

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 (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))

 

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 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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 4, 2024, Fortune Rise Acquisition Corporation (the “Company” or “FRLA”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The Company has until November 11, 2024 to request a hearing before the Nasdaq Hearings Panel (the “Panel”), but will not request a hearing before the Panel and intends to trade on the over the counter (OTC) market. The Company recently secured stockholder approval to extend its life by up to six months, to May 5, 2025. Trading in the Company’s securities on Nasdaq will be suspended at the opening of business on November 11, 2024, and trading of the Company’s securities on the OTC market is expected to commence shortly thereafter. The delisting and commencement of trading on OTC does not affect the Company’s previously announced business combination agreement with Water on Demand, Inc., as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.

 

Forward-Looking Statements

 

Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to FRLA or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including FRLA’s ability to successfully complete the business combination and FRLA’s ability to up-list on Nasdaq in connection with the completion of the business combination. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, FRLA’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of FRLA, including those set forth in the “Risk Factors” section of FRLA’s final prospectus for its initial public offering filed with the SEC on November 3, 2021, and other documents of FRLA filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to FRLA or persons acting on its behalf are qualified in their entirety by this paragraph. FRLA undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law. 

 

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by its stockholders at the special meeting of stockholders held on November 4, 2024 (the “Special Meeting”), the Company filed an amendment to its amended and restated certificate of incorporation (the “Charter”) with the Delaware Secretary of State on November 4, 2024 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business combination for up to an additional six months, from November 5, 2024 (the “Termination Date”) to up to May 5, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time after the Termination Date, until May 5, 2024 or a total of up to six months after the Termination Date, or such earlier date as determined by the Company’s board of directors, unless the closing of the Company’s initial business combination shall have occurred (the “Extension,” and such later date, the “Extended Date”), provided that Fortune Rise Sponsor LLC (the “Sponsor”) (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) an aggregate amount equal to $0.06 multiplied by the number of public shares of the Company that are not redeemed, for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

 

 

 

Item 5.07.    Submission of Matters to a Vote of Security Holders.

 

On November 4, 2024, the Company held the Special Meeting. On September 6, 2024, the record date for the Special Meeting, there were 6,271,798 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 81.0% of which were represented in person or by proxy at the Special Meeting.

  

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:

 

Charter Amendment Proposal

 

The stockholders approved the proposal to amend the Company’s Charter, to extend the date by which the Company has to consummate a business combination for an additional six months, from the Termination Date to the Extended Date, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an aggregate amount equal to $0.06 multiplied by the number of public shares of the Company that are not redeemed, for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,013,179		64,034		0		–

 

Item 7.01    Regulation FD Disclosure.

 

On November 6, 2024, the Company issued a press release regarding the status of its business combination with Water on Demand, Inc., a copy of which is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 8.01.    Other Events.

 

In connection with the votes to approve the proposals above, the holders of 2,319,365 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.49 per share, for an aggregate redemption amount of approximately $26.6 million.

 

Item 9.01.    Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Amendment No. 4 to the Amended and Restated Certificate of Incorporation of Fortune Rise Acquisition Corporation, dated November 4, 2024
99.1		Press Release dated November 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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: November 6, 2024	By:	/s/ Ryan Spick
	Name:	Ryan Spick
	Title:	Principal Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 3.1

 

AMENDMENT NO. 4 TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF FORTUNE RISE ACQUISITION CORPORATION

 

Pursuant to Section 242 of the Delaware General Corporation Law

 

FORTUNE RISE ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

	1.	The name of the Corporation is “Fortune Rise Acquisition Corporation”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 1, 2021.
	2.	An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 28, 2021 (the “Certificate”).
	3.	An Amendment No. 1 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 11, 2023.
	4.	An Amendment No. 2 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 2, 2023.
	5.	An Amendment No. 3 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 25, 2023.
	6.	This Amendment No. 4 to the Amended and Restated Certificate of Incorporation (the “Amendment”), which amends provisions of the Certificate, was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
	7.	Section 9.1(c) is hereby amended and restated to read in its entirety as follows:
			(c)	In the event that the Corporation has not consummated an initial Business Combination within 36 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination by an additional six months pursuant to six one-month extensions, from November 5, 2024 until May 5, 2025, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $0.06 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension until May 5, 2025, unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2.

 

IN WITNESS WHEREOF, Fortune Rise Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 4th day of November 2024.

 

FORTUNE RISE ACQUISITION CORPORATION

 

 

By: /s/ Ronald Pollack_______________

Name: Ronald Pollack

Title: Chairman of the Board

 

Exhibit 99.1

 

Announcement Regarding the Progress of Fortune Rise Acquisition Corporation’s Proposed Business Combination with Water On Demand, Inc.

 

November 6, 2024 / CLEARWATER, FL — Fortune Rise Acquisition Corporation (Nasdaq:FRLA) (“FRLA” or the “Company”) is working closely with Water On Demand Inc. (“WODI”), a privately-held subsidiary of OriginClear, Inc. (OTC: Other:OCLN) (“OCLN”) and owner of its sponsor, Fortune Rise Sponsor LLC (the “Sponsor”), to complete the previously announced merger which is intended to result in WODI becoming a publicly listed company on Nasdaq pursuant to the Business Combination Agreement, dated October 23, 2023, among FRLA and WODI (as amended from time to time, the “Business Combination Agreement”).

 

In a meeting held on November 4, 2024, FRLA stockholders approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which FRLA must consummate a de-SPAC transaction from November 5, 2024 to up to May 5, 2025. It is understood that Nasdaq rules require the delisting of any SPAC after three years; however, the Business Combination Agreement remains in place and the process of qualifying WODI for Nasdaq continues.

 

In preparation for the planned delisting of FRLA effective November 11, 2024, the Sponsor is working to ensure that FRLA trades on the OTC market in an orderly fashion, while WODI’s own Nasdaq application for the post-combination company proceeds in an orderly fashion.

 

“As we near the completion of this business combination, I wanted to express my admiration for the OCLN and WODI investors, who have stood by the process despite the delays,” said Ron Pollack, Chairman of Fortune Rise Acquisition Corporation. “We believe we are coming to the final result of this effort, and I want to thank all concerned”.

 

“With a sewer main break every other minute in the U.S. alone, it is high time we addressed our water situation,” said Riggs Eckelberry, Chairman and CEO of OriginClear and Water On Demand. “We intend to use the Nasdaq platform as a way to enable a real solution to water quality in the U.S. and the rest of the world.”

 

About Fortune Rise Acquisition Corporation

 

FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 

FRLA is a “shell company” as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. FRLA will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, FRLA’s efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for a prospective business combination target.

 

No Offer or Solicitation

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Safe Harbor Statement

 

Matters discussed in this release contain forward-looking statements. When used in this release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “plans” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.

 

These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. Further information on the Company’s risk factors is contained in the Company’s quarterly and annual reports as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law.

 

 

Contact Information:

 

Fortune Rise Acquisition Corporation

Ryan Spick

spickryan@gmail.com

 

v3.24.3

Cover	Nov. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40990
Entity Registrant Name	FORTUNE RISE ACQUISITION CORPORATION
Entity Central Index Key	0001849294
Entity Tax Identification Number	86-1850747
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13575 58th Street North
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33760
City Area Code	727
Local Phone Number	440-4603
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Share Of Class Common Stock And Onehalf Of One Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
Trading Symbol	FRLAU
Security Exchange Name	NASDAQ
Class Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	FRLA
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price Of 11. 50 [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	FRLAW
Security Exchange Name	NASDAQ

---