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): October 31, 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 8.01. Other Events.
On October 31, 2024, Fortune Rise Acquisition Corporation (the “Company”) announced that it undertakes to do the following:
| · | to waive the $50,000 of interest earned on the funds held in the trust account to pay dissolution expenses; |
| · | to waive the use of the interest earned on the funds held in the trust account that may be released to the Company for working capital purposes; |
| · | to waive the use of the interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligations; |
| · | to convert the Company’s Class B common stock, par value $0.0001 per share, to shares of the Company’s Class A common stock, par value $0.0001 per share, as soon as practical; |
| · | to list the Company’s securities on the OTC in the event that Nasdaq delists the Company’s securities; |
| · | to maintain the investment of the Company’s trust assets in money market investment products; and |
| · | to continue to announce trust account contributions on a monthly basis. |
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: October 31, 2024 | By: | /s/ Ryan Spick |
| | Name: | Ryan Spick |
| | Title: | Principal Executive Officer |
