FRLAU Fortune Rise Acquisition Corporation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 4, 2022, an aggregate of $977,500 (the “Extension Payment”) was deposited into the trust account of Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”) for the public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from November 5, 2022 to February 5, 2023 (the “Extension”). The Extension is the first of the two three-month extensions permitted under the Company’s governing documents.

In connection with the Extension Payment, the Company issued unsecured promissory notes (the “Notes”) to certain initial stockholders including (i) a note of $413,750 to Mr. Koon Keung Chan, the manager of Fortune Rise Sponsor LLC, the Sponsor of the Company, (ii) a note of $150,000 to U.S. Tiger Securities, Inc., and (iv) a note of $170,000 to Dr. Lei Xu, the President and Chairwoman of the Company.

The Notes are 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 holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, 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.

The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of each of the Notes are attached as Exhibit 10.1 to Exhibit 10.3 to this Current Report on Form 8-K and are 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 Notes.