Current Report Filing (8-k)
06 January 2023 - 8:32AM
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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
January 5, 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 7.01 | Results of Operations
and Financial Condition. |
On January 5, 2023, Fortune Rise Acquisition Corporation,
a Delaware corporation (the “Company”), filed a press release which announced the signing of a non-binding Letter of
Intent with Water On Demand, Inc. (“Water On Demand”) under which the Company proposes to acquire all the outstanding securities
of Water on Demand, based on certain material financial and business terms and conditions being met.
The furnishing of the
press release is not an admission as to the materiality of any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more complete information included in the Company’s filings
with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made
and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information
contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be
made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
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 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: January 5, 2023 |
By: |
/s/ J. Richard Iler |
|
Name: |
J. Richard Iler |
|
Title: |
Principal Executive Officer |
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