FRLAU 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): July 5, 2023

 

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 July 5, 2023, $100,000 (the “Extension Payment”) was deposited into the trust account of Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), for the public shareholders, representing $0.027 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from July 5, 2023 to August 5, 2023 (the “Extension”). The Extension is the third of the six one-month extensions permitted under the Company’s governing documents.

 

In connection with the Extension Payment, the Company issued an unsecured promissory note (the “Note”) to Water On Demand, Inc., a Nevada corporation and the entity which controls the Company’s sponsor.

 

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 holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holder by (y) $10.00.

 

A copy of the Note is attached as Exhibit 10.1 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 Securities.

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Officer Resignation

 

Effective July 14, 2023, J. Richard Iler resigned from all positions with the Company. There was no known disagreement with Mr. Iler on any matter relating to the Company’s operations, policies or practices.

 

Officer Appointment

 

Effective July 14, 2023, the board of directors of the Company unanimously appointed Richard A. Brand to serve as the Company’s Chief Financial Officer and Principal Executive Officer. Mr. Brand will assume the roles of principal executive officer, principal financial officer and principal accounting officer.

 

Mr. Brand, age 66, has served as Chief Financial Officer of Circulogene Theranostics, Inc., a medical technology company focused on the rapid delivery of actionable biomarkers, since August 2021. Previously, Mr. Brand served as Chief Financial Officer and as a director of Laboratory for Advanced Medicine, Inc. (now Helio Genomics, Inc.), an AI-driven healthcare company, from April 2018 to December 2019. From March 2016 to February 2018, Mr. Brand served as Chief Financial Officer of BeyondSpring Inc., a clinical stage biopharmaceutical company (Nasdaq:BYSI). Mr. Brand previously served as the acting Chief Financial Officer of KenCast, Inc., a company providing software and hardware for secure file transmissions, from June 2015 to March 2016. From October 2011 to November 2015, Mr. Brand founded and served as Chairman and Chief Executive Officer of Point Capital, Inc., an affiliate of Whalehaven Group, an investment management business. From June 2010 to October 2011, Mr. Brand served as the regional Vice President of Andrews Securities, LLC, a company providing capital raising activities. Mr. Brand received a B.A. from the University of Iowa where he was Vice President of the Council of Academic Colleges. He holds an M.B.A. from the University of Chicago Booth School of Business and is on the Board of the University of Chicago’s New York Alumni Association.

 

 

 

 

The terms and conditions of Mr. Brand’s appointment will be governed by a consulting agreement dated as of July 14, 2023 by and between the Company and Mr. Brand (the “Consulting Agreement”). The Consulting Agreement provides for compensation to Mr. Brand of $10,000 per month. The Consulting Agreement provides for a term of six months, unless earlier terminated by either party upon 10 business days’ written notice.

 

A copy of the Consulting Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Consulting Agreement contained herein is qualified in its entirety by the full text of such exhibit.

 

There are no arrangements or understandings between Mr. Brand and any other persons pursuant to which he was appointed as Chief Financial Officer and Principal Executive Officer of the Company. There are no family relationships between Mr. Brand and any of the Company’s directors or other executive officers, and Mr. Brand is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

 

On July 19, 2023, the Company issued a press release announcing that the Extension Payment had been made, a copy of which is attached hereto as Exhibit 99.1.

 

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.

 

Exhibit No.		Description
10.1		Promissory Note, dated July 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.2		Consulting Agreement, dated July 14, 2023, by and between Fortune Rise Acquisition Corporation and Richard Brand
99.1		Press Release dated July 19, 2023
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: July 19, 2023	By:	/s/ Richard A. Brand
	Name:	Richard A. Brand
	Title:	Principal Executive Officer

 

 

 

 

 

 

 

Exhibit 10.1

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $100,000

Effective as of July 5, 2023 Clearwater, Florida

 

Fortune Rise Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to the order of Water On Demand, Inc., a Nevada corporation, or its registered assigns or successors in interest or order (“Payee”), the principal sum of up to One Hundred Thousand Dollars ($100,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1. Repayment. The principal balance of this Note shall be payable by Maker on the earlier of (such date, the “Maturity Date”), subject to Section 12 below, (a) the date on which Maker consummates its initial business combination and (b) the date of the liquidation of Maker. The principal balance may be prepaid at any time, at the election of Maker. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2. Interest. This Note shall be non-interest bearing.

 

3. Reserved.

 

4. Application of Payments. All payments received by Payee pursuant to this Note shall be applied first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the reduction of the unpaid principal balance of this Note.

 

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

 

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

 

 

 

6. Remedies.

 

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b) Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

 

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  

12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public offering, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that upon the consummation of the initial business combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account.

 

 

 

 

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

 

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note.

 

[Signature Page Follows]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	Fortune Rise Acquisition Corporation
	By:	/s/ J. Richard Iler
		Name: J. Richard Iler
		Its: CFO

 

Acknowledged and Agreed:
Water On Demand, Inc.
/s/ T. Riggs Eckelberry

Name: T. Riggs Eckelberry

Its: Chief Executive Officer

 

[Signature Page to Promissory Note]

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

CONSULTING AGREEMENT

 

This CONSULTING AGREEMENT (“Agreement”) is effective as of July 14, 2023 (the “Effective Date”) between Fortune Rise Acquisition Corp. (“SPAC”, or “Company”) and AllFor LLC, Richard Brand, Originator (“Consultant”).

 

RECITALS

 

A.            The SPAC desires to retain the Consultant to provide certain executive and financial consulting services as the Principal Executive Officer and Chief Financial Officer of the SPAC, and

 

B.             The Consultant desires to provide certain consulting services to the SPAC in accordance with the terms and conditions contained hereinafter.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows:

 

1.             Services. Company hereby engages Consultant on a non-exclusive basis, and Consultant hereby accepts the engagement to become Principal Executive Officer and CFO of the SPAC and to render such advice, consultation, information, and services to the SPAC regarding general financial and business matters, together with such other duties as may be reasonably required from time to time by the SPAC’s Board of Directors, including, but not limited to:

 

	(i)	Maintaining Dropbox or similar file system for all corporate documents;
	(ii)	Managing arrangements with accountants for the accounting of operating activities;
	(iii)	Managing bank account for operations of the SPAC;
	(iv)	Coordinating with the SPAC trustee regarding SPAC Funds in Trust;
	(v)	Arranging Promissory Notes for the Company, for SPAC operations and other expenses;
	(vi)	Working with the SPAC transfer agent;
	(vii)	Working with the Company’s SEC Counsel on SPAC regulatory filings;
	(viii)	Working with the SPAC’s independent auditors;
	(xii)	Working with the Sponsor, investment bankers, SEC Counsel, the SPAC’s Board of Directors or others (as appropriate) toward successful completion of a “de-SPAC” transaction (if feasible), including a follow-on PIPE financing (if applicable);
	(ix)	Overseeing the Business Combination Agreement (“BCA”) and preparation of S1 or S4 filings;
	(x)	Getting NOBO list of SPAC shareholders;

 

 

 

 

	(xi)	Arranging for “de-SPAC” extensions (if applicable);
	(xiii)	Issuing Press Releases to apprise the media and public about significant events of the SPAC;
	(xiv)	Announcing the execution of the BCA;
	(xv)	Working with attorneys and bankers to maintain compliance with NASDAQ;
	(xvi)	Working with SEC Counsel on NASDAQ relisting application;
	(xvii)	Holding regular meetings with an audit committee to apprise of activities;
	(xviii)	Keeping payables current and paid; and
	(xix)	Assuring all franchise taxes are paid for Certificate of Good Standing.

 

2.             Other Activities. Consultant may render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise so long as such activities do not conflict, or interfere, with his obligations set forth in this Agreement.

 

3.             Term and Termination. The term (“Term”) of this Agreement shall commence on the Effective Date hereof and continue for six (6) months, unless earlier terminated hereunder. The Agreement may be extended upon agreement by both parties, unless or until the Agreement is terminated. Either party may cancel this Agreement, at will, upon ten (10) business days’ written notice. Such cancellation shall not excuse the breach or non-performance by the other party or relieve the breaching party of its obligation incurred prior to the date of cancellation.

 

4.             Compensation. As compensation for the services described herein, the Company agrees to:

 

	(i)	pay Consultant $10,000 per month.
	(ii)	reimburse Consultant for all reasonable expenses incurred by consultant, subject to the Company's prior written approval, in the performance of his duties hereunder and, Consultant shall account for such expenses to the Company. Such reimbursement shall cumulate and be paid on a monthly basis.

 

5.             Independent Contractor. In his performance hereunder, Consultant shall be an independent contractor. Consultant shall complete the services required hereunder according to his own means and methods of work, shall be in the exclusive charge and control of his actions and which shall not be subject to the control or supervision of the Company, except as to the results of the work. Payments to Consultant hereunder shall not be subject to withholding taxes or other employment taxes as required with respect to compensation paid to an employee.

 

 

 

 

6.             Liability and Indemnification. Consultant agrees to indemnify and hold harmless the Company, the SPAC, its employees, agents, representatives and controlling persons (and the officers, directors, employees, agents, representatives and controlling persons of each of them) from and against any and all losses, claims, damages, liabilities, costs and expenses (and all actions, suits, proceedings or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding or claim, whether or not in connection with any action, suit, proceeding or claim in which the Company or SPAC is a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of Consultant's gross negligence, willful misconduct or breach of this Agreement. Consultant's obligation to indemnify the Company shall be conditioned on the following: (a) the Company shall notify the Consultant in writing as soon as practicable after its receipt of a claim and (b) Consultant shall have control of the defense and all related settlement negotiations, provided, however, that any settlement be made with the consent of the Company and such settlement include as an unconditional term thereof the giving by the claimant of an unconditional release from all liability in favor of the Company.

 

7.             Confidentiality.

 

(a)           Consultant acknowledges that, during the course of performing the consulting services herein, the Company may be disclosing certain nonpublic information and materials concerning its business to Consultant, including but not limited to information regarding its projects, products, technology and know-how, industry and competitor analyses, services, potential customers, personnel, business plans, finances and other commercially valuable information (collectively "Confidential Information"). All nonpublic information disclosed to Consultant in connection with the consulting services will be presumed to be Confidential Information and shall be treated as such.

 

(b)           During the Term and for a period of two years thereafter, Consultant shall: (i) hold Company's Confidential Information in strict trust and confidence and avoid the disclosure or release thereof to any other person or entity by using at least the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, (ii) not use the Confidential Information for any purpose whatsoever except as expressly contemplated under this Agreement, and (iii) not, directly or indirectly, copy, reproduce, use, publish, misappropriate, assign, or otherwise transfer or disclose to any person the Confidential Information, other than as permitted pursuant to the terms of this Agreement, regardless of whether such information was actually delivered to Consultant prior to the effective date of this Agreement.

 

(c)           Notwithstanding the foregoing, Consultant shall not be required to maintain confidentiality with respect to information: (i) which is or becomes part of the public domain not due to the breach of this agreement by Consultant; (ii) which it had independent knowledge prior to disclosure by the Company; (iii) which comes into the possession of Consultant in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by Consultant by governmental requirements. If Consultant is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any confidential information supplied to it by the Company, or the existence of other negotiations in the course of its dealings with the Company or its representatives, Consultant shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

 

(d)               No license is granted hereunder by Company to its Confidential Information or to any intellectual property right therein delivered or made available to consultant except for the limited purposes set forth in accordance with this Agreement. Company retains all right, title and interest in and to its Confidential Information. Failure on the part of the Consultant to abide by this section shall cause Company irreparable harm for which damages, although available, will not be an adequate remedy at law. Accordingly, Company has the right to obtain injunctive relief to prevent any threatened or actual violations of this section in addition to whatever remedies it may have at law. Consultant expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by the Company.

 

 

 

 

8.             No Conflicting Agreements. Consultant represents and warrants that he is not a party to any agreement, contract or understanding, whether a consulting agreement or otherwise, that would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Agreement.

 

9.             Severable Provisions. The provisions of this Agreement are severable and if any one or more of its provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially enforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable.

 

10.           Binding Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding on, the Company and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Consultant under this agreement shall inure to the benefit of, and shall be binding upon, Consultant and his heirs, personal and legal representatives, executors, successors and administrators.

 

11.           Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given and received (a) when personally delivered, or delivered by same-day courier; or (b) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email or facsimile and upon the receipt by the sending party of written confirmation by the receiving party; provided, however, that an automated facsimile or email confirmation of delivery or read receipt shall not constitute such confirmation.

 

12.            Waiver of Jury Trial. Each party waives, to the fullest extent permitted by law, any right he or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated by this Agreement. Each party certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce this waiver.

 

13.            Waiver. The failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to it under the circumstances.

 

14.            Miscellaneous. This Agreement supersedes all prior agreements and understandings between the parties. This Agreement may not be modified or terminated orally. All obligations and liabilities of each party hereto in favor of the other party hereto relating to matters arising prior to the date hereof have been fully satisfied, paid and discharged. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to been forced.

 

15.            Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida.

 

16.          Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not a part of this Agreement and shall not be used in construing it.

 

17.           Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above.

 

Fortune Rise Acquisition Corp.:

 

 

By: /s/ Ronald Pollack         

 

Name: Ronald Pollack

 

Title: Board of Directors Chairman

 

Date: 7-14-2023

 

 

Consultant:

 

 

By: /s/ Richard Brand           

 

Name: Richard Brand

 

Date: 7/14/2023

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Fortune Rise Acquisition Corporation Announces Additional One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination

 

July 19, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its sponsor, Fortune Rise Sponsor LLC (the “Sponsor”), has deposited the required $100,000 (representing an additional $0.027 per public share) into the Company’s trust account for the benefit of its valued public stockholders which provides a one-month extension to complete the Company’s initial business combination. This additional contribution extends the date by which the Company has to complete its initial business combination for an additional one-month extension from July 5, 2023 to August 5, 2023. Such contribution effectively increases the pro rata portion of the funds available in the Company’s trust account in the event of the consummation of an initial business combination, liquidation, or other redemption event, by $0.027 per share. The contribution was funded as a non-interest bearing loan that will either be paid upon earlier of consummation of an initial business combination or the Company’s liquidation.

 

Richard Brand, CFO of FRLA, stated, “OriginClear’s subsidiary, Water On Demand, Inc., which owns the Sponsor, has made the required deposit for the benefit of the stockholders of Fortune Rise Acquisition Corporation which provides a one-month extension to complete our initial business combination. These funds provide for an additional one-month extension which gives us additional time to advance our business combination efforts. Once the business combination is complete, we remain committed to building the next great technology company and generating significant shareholder value.”

 

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.

Richard Brand

brand_rich@yahoo.com

v3.23.2

Cover	Jul. 05, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 05, 2023
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 A Common Stock and one-half of one Warrant
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 A Common Stock, par value $0.0001 per share
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 A Common Stock at an exercise price of $11.50
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

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