| Item 1. | |
| (a) | Name of issuer:
Fortune Rise Acquisition Corp |
| (b) | Address of issuer's principal executive
offices:
13575 58th Street North, Suite 200, Clearwater, Florida, 33760 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed by the following ("Reporting Person"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company.
Westchester, a registered investment adviser, serves as sub-advisor to each of Virtus Westchester Credit Event Fund ("CEF") and JNL Multi-Manager Alternative Fund ("JARB", together with CEF, the "Funds"). The Funds directly hold Common Stock of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. |
| (b) | Address or principal business office or, if
none, residence:
Westchester Capital Management, LLC
100 Summit Drive, Valhalla, NY 10595 |
| (c) | Citizenship:
Westchester is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value per share |
| (e) | CUSIP No.:
34969G102 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information set forth in Rows 5 through 11 of the cover page to this Schedule 13G is incorporated herein by reference. Westchester acts as sub-advisor to each of CEF and JARB and may be deemed to beneficially own shares of Common Stock held by CEF and JARB. Messrs. Behren and Shannon each serve as Co-Presidents of Westchester. By virtue of these relationships, Westchester and Messrs. Behren and Shannon may be deemed to beneficially own the Common Stock held by the Funds, however, the Reporting Person and Messrs. Behren and Shannon disclaim beneficial ownership of such shares of Common Stock, except to the extent of their pecuniary interest therein. The filing of this Statement shall not be construed as an admission that the Reporting Person and Messrs. Behren and Shannon are, for the purpose of Section 13(g) of the Act, the beneficial owner of such shares held by the Funds. |
| (b) | Percent of class:
5.73 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
64,303
|
| | (ii) Shared power to vote or to direct the
vote:
22,119
|
| | (iii) Sole power to dispose or to direct the
disposition of:
64,303
|
| | (iv) Shared power to dispose or to direct the
disposition of:
22,119
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
