Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended March 31, 2024

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from _______________________to___________________________

Commission File Number: 001-40990

FORTUNE RISE ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	86-1850747
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13575 58th Street North Suite 200 Clearwater, Florida	33760
(Address of principal executive offices)	(Zip Code)

(727) 440-4603

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The number of shares outstanding of the registrant’s common stock on May 14, 2024, was 6,271,798, consisting of 3,828,048 shares of Class A Common Stock and 2,443,750 shares of Class B common stock.

TABLE OF CONTENTS

*PART I—FINANCIAL INFORMATION*	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29

*PART II—OTHER INFORMATION*	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32

*SIGNATURES*	33

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

FORTUNE RISE ACQUISITION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2024			December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash	$	6,981		$	12,910
Prepaid expenses		34,533			106,658
Total current assets		41,514			119,568

Cash held in Trust Account		35,231,146			34,851,146
Total Assets	$	35,272,660		$	34,970,714

Liabilities, Temporary Equity, and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	446,784		$	293,182
Due to a related party		32,903			2,903
Promissory notes - related parties		5,353,735			4,763,735
Franchise taxes payable		15,510			–
Excise taxes payable		703,866			703,866
Total current liabilities		6,552,798			5,763,686

Deferred underwriters' discount		3,421,250			3,421,250
Total Liabilities		9,974,048			9,184,936

Commitments and Contingencies		–			–

Class A Common Stock subject to possible redemption, 3,162,548 shares at redemption value of $11.14 and $11.03 per share as of March 31, 2024 and December 31, 2023, respectively		35,227,635			34,882,535

Stockholders’ Deficit:
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023		–			–
Class A Common Stock, $0.0001 par value; 55,000,000 shares authorized; 665,500 shares issued and outstanding (excluding 3,162,548 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023		66			66
Class B Common Stock, $0.0001 par value; 5,000,000 shares authorized; 2,443,750 shares issued and outstanding as of March 31, 2024 and December 31, 2023		244			244
Accumulated deficit		(9,929,333	)		(9,097,067	)
Total Stockholders' Deficit		(9,929,023	)		(9,096,757	)
Total Liabilities, Temporary Equity, and Stockholders' Deficit	$	35,272,660		$	34,970,714

The accompanying notes are an integral part of these unaudited condensed financial statements.

FORTUNE RISE ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended			For the Three Months Ended
	March 31, 2024			March 31, 2023

Operating costs	$	452,266		$	424,219
Franchise tax expenses		34,900			50,000
Loss from Operations		(487,166	)		(474,219	)

Other income:
Dividend earned on investments held in Trust Account		–			1,095,375

Income (loss) before income taxes		(487,166	)		621,156

Income taxes provision		–			(264,950	)

Net income (loss)	$	(487,166	)	$	356,206

Basic and diluted weighted average shares outstanding, Common Stock subject to possible redemption		3,162,548			9,775,000
Basic and diluted net (loss) income per share, Common Stock subject to possible redemption	$	(0.02	)	$	0.07
Basic and diluted weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation		3,109,250			3,109,250
Basic and diluted net loss per share, Common Stock attributable to Fortune Rise Acquisition Corporation	$	(0.13	)	$	(0.11	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

FORTUNE RISE ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)


	For the Three Months Ended March 31, 2024
	Preferred Stock				Class A Common Stock				Class B Common Stock				Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Deficit			Deficit
Balance as of December 31, 2023		–	$	–		665,500	$	66		2,443,750	$	244	$	(9,097,067	)	$	(9,096,757	)
Accretion of carrying value to redemption value		–		–		–		–		–		–		(345,100	)		(345,100	)
Net loss		–		–		–		–		–		–		(487,166	)		(487,166	)
Balance as of March 31, 2024		–	$	–		665,500	$	66		2,443,750	$	244	$	(9,929,333	)	$	(9,929,023	)

	For the Three Months Ended March 31, 2023
	Preferred Stock				Class A Common Stock				Class B Common Stock				Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Deficit			Deficit
Balance as of December 31, 2022		–	$	–		665,500	$	66		2,443,750	$	244	$	(4,332,048	)	$	(4,331,738	)
Accretion of carrying value to redemption value		–		–		–		–		–		–		(1,757,925	)		(1,757,925	)
Net income		–		–		–		–		–		–		356,206			356,206
Balance as of March 31, 2023		–	$	–		665,500	$	66		2,443,750	$	244	$	(5,733,767	)	$	(5,733,457	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

FORTUNE RISE ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the			For the
	Three Months Ended			Three Months Ended
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$	(487,166	)	$	356,206
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Dividend earned on investment held in Trust Account		–			(1,095,375	)
Deferred tax expense		–			16,966
Changes in operating assets and liabilities:
Prepaid expenses		72,125			(66,320	)
Due to a related party		30,000			–
Accounts payable and accrued expenses		153,602			12,079
Income taxes payable		–			75,984
Franchise taxes payable		15,510			(149,759	)
Net cash used in operating activities		(215,929	)		(850,219	)

Cash Flows from Investing Activities:
Deposit of funds held in Trust Account		(380,000	)		–
Purchase of investments held in Trust Account		–			(977,500	)
Withdrawal of investments held in Trust Account		–			199,759
Net cash used in investing activities		(380,000	)		(777,741	)

Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes to related parties		590,000			1,052,500
Advances from a related party		–			555,420
Net cash provided by financing activities		590,000			1,607,920

Net Change in Cash		(5,929	)		(20,040	)

Cash at beginning of the period		12,910			172,314
Cash at end of the period	$	6,981		$	152,274

Supplemental Cash Flow Information
Cash paid for income taxes	$	–		$	172,000
Cash paid for interest	$	–		$	–

Supplemental Disclosure of Non-cash Financing Activities
Accretion of carrying value to redemption value	$	345,100		$	1,757,925

The accompanying notes are an integral part of these unaudited condensed financial statements.

FORTUNE RISE ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operation

Fortune Rise Acquisition Corporation (the “Company”) is a blank check company incorporated as a Delaware corporation on February 1, 2021. The Company was 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 (a “Business Combination”). The Company has signed a non-binding Letter of Intent for the Proposed Business Combination as discussed below. The Company has selected December 31 as its fiscal year end.

As of March 31, 2024 and December 31, 2023, the Company had not commenced any operations. For the period from February 1, 2021 (inception) through March 31, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to the IPO (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company had generated non-operating income in the form of money market fund dividend income earned from the proceeds derived from the IPO up until September 2023 when all the money market funds were converted into cash.

The registration statement for the Company’s initial public offering (“IPO”) became effective on November 2, 2021. On November 5, 2021, the Company consummated the IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one share of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. The shares of Class A Common Stock included in the Public Units are referred to as the “public shares.”

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 545,500 shares of Class A Common Stock (the “Private Placement Shares”), comprised of 505,500 shares sold to the Company’s sponsor, Fortune Rise Sponsor LLC (the “Sponsor”) and 40,000 shares sold to US Tiger Securities, Inc. (“US Tiger Securities”), and EF Hutton, a division of Benchmark Investment LLC, the representatives of the several underwriters (each, a “Representative”), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,455,000. The Private Placement Shares are identical to the public shares, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

Transaction costs for the IPO amounted to $5,822,268, consisting of $5,376,250 of underwriting fees (including $3,421,250 of deferred underwriting fees) and $446,018 of other offering costs.

The Company also issued 120,000 shares of Class A Common Stock (the “Representative Shares”) to the Representatives as part of their underwriting compensation. The Representative Shares are identical to the public shares except that the Representatives have agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). In addition, the Representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination).

Following the closing of the IPO and the issuance and the sale of Private Placement Shares on November 5, 2021, $99,705,000 ($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Shares was placed in a trust account (the “Trust Account”) maintained by Wilmington Trust, National Association as a trustee and invested the proceeds in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete the initial Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption of the Company’s public shares if it is unable to complete the Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fee and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The shares of Class A Common Stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination (if the Company seeks stockholder approval), if a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination and payment of the extension deposit by the Sponsor, or its affiliates), to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The founders have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (defined below), Private Placement Shares, and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination) and payment of the extension deposit by our Sponsor, or its affiliates), or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination and payment of the extension deposit by our Sponsor, or its affiliates), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame. If the Company submits its initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As approved by its stockholders at the Special Meeting on October 25, 2023, the Company deleted the limitations that the Company shall not consummate a business combination or redeem shares if such actions would cause the Company’s net tangible assets to be less than $5,000,001 and filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on October 25, 2023.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims.

Change of Sponsor

On December 22, 2022, Water On Demand, Inc., a Nevada corporation (“WODI”), entered into a Membership Interest Purchase and Transfer Agreement with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller,” and collectively, the “Sellers”) and the Sponsor, pursuant to which WODI purchased 100 membership interests in the Sponsor from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor holds 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B Common Stock of the Company.

The Proposed Business Combination

On January 5, 2023, the Company filed a press release which announced the signing of a non-binding Letter of Intent (“LOI”) with WODI under which the Company proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met. On September 28, 2023, the Company announced that the LOI was amended and assigned to Water On Demand, Inc. (f/k/a Progressive Water Treatment Inc.), a Texas corporation (“WODI-PWT”). WODI-PWT recently merged with WODI. Accordingly, the LOI executed January 5, 2023 with WODI has been amended to designate WODI-PWT as the new target of the acquisition. Under the revised/amended LOI, the Company proposes to acquire all the outstanding securities of WODI-PWT, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

On October 24, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) with FRLA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company incorporated on October 13, 2023 (“Merger Sub”), and WODI-PWT.

The BCA provides, among other things, that Merger Sub will merge with and into WODI-PWT, with WODI-PWT as the surviving company in the merger and, after giving effect to such merger, WODI-PWT shall be a wholly-owned subsidiary of the Company (the “Merger”). The Company will change its name to “Water on Demand, Inc.” The Merger and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination.” In accordance with the terms and subject to the conditions of the BCA, at the effective time of the Merger (the “Effective Time”), among other things: (i) each share of Class A Common Stock and each share of Class B Common Stock (except for Class B Common Stock held by the Sponsor which are subject to forfeiture pursuant to the Sponsor Letter Agreement) that is issued and outstanding immediately prior to the Merger will become one share of common stock, par value $0.0001 per share, of the Company, and (ii) each share of common stock of WODI-PWT (subject to limited exceptions) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive that number of shares of the Company’s common stock equal to an exchange ratio, calculated as (a) the aggregate equity value of WODI-PWT of $32.0 million, divided by the aggregate number of shares of WODI-PWT common stock outstanding immediately prior to the Effective Time, divided by (b) the FRLA Share Value, where “FRLA Share Value” means (i) the aggregate amount of cash on deposit in the Trust Account (without giving effect to stockholder redemptions) as of two business days prior to the closing date of the Merger, including interest not previously released to the Company to pay taxes of the Company divided by (ii) the total number of then issued and outstanding shares of Class A Common Stock (without giving effect to stockholder redemptions).

Extension Amendments for Business Combination

On April 11, 2023, the Company filed with the Secretary of State of the State of Delaware an amendment (the “First Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as determined by the board of directors. The Company’s stockholders approved the First Amendment at a special meeting of stockholders of the Company on April 10, 2023.

As a result of the June 2, 2023 special meeting of stockholders of the Company, the Company filed with the Secretary of State of the State of Delaware an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates), to extend the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company’s board of directors, from a previously amended price per unredeemed share of Class A Common Stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.

As approved by its stockholders at the special meeting of stockholders held on October 25, 2023, the Company entered into an amendment to the Investment Management Trust Agreement, dated as of November 2, 2021 (the “Trust Agreement”), by and between the Company and Wilmington Trust, National Association (“Wilmington Trust”), on October 25, 2023 (the “Trust Amendment”). The Trust Amendment extended the initial date on which Wilmington Trust must commence liquidation of the Trust Account to up to November 5, 2024, or such earlier date as determined by the Company’s board of directors, unless the closing of the Company’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of: (i) $100,000 and (ii) an aggregate amount equal to $0.05 multiplied by the number of public shares of the Company that are not redeemed, for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

Liquidity and Going Concern

As of March 31, 2024, the Company had $6,981 in cash held outside the Trust Account available for the Company’s payment of expenses related to working capital purposes and a working capital deficit of $6,511,284. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (ASU) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan to address this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans, as defined below (see Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination), the Company’s board of directors would commence a winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Certificate of Incorporation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances issued within the same taxable year of a Business Combination and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

As a result of the 6,612,452 shares of Class A Common Stock redeemed in April 2023, June 2023 and November 2023 as discussed in Note 9, as of March 31, 2024 and December 31, 2023, the Company accrued the 1% excise tax in the amount of $703,866 as a reduction of equity.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances are eliminated in consolidation.

A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The accompanying unaudited condensed consolidated financial statements include all adjustments management considers necessary for a fair presentation.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

Cash held in Trust Account

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on September 28, 2023, the Company instructed Wilmington Trust, National Association, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of the Company’s initial Business Combination or its liquidation.

As of March 31, 2024 and December 31, 2023, $35,231,146 and $34,851,146, respectively, representing all of the assets held in the Trust Account, were held in cash.

Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as dividend income in the accompanying statement of operations. Dividend income for the three months ended March 31, 2024 and 2023 amounted to $0 and $1,095,375, respectively.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company accounted for the 4,887,500 Warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity.”

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, shares of Class A Common Stock subject to possible redemption are presented at redemption value of $11.14 and $11.03 per share, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital is zero.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

	·	Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	·	Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
	·	Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s current assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits and income taxes as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. To determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the three months ended March 31, 2024 and 2023, the Company has not considered the effect of the warrants sold in the IPO to purchase an aggregate of 4,887,500 shares in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.

Schedule of earnings (loss) per share
	For the						For the
	Three Months Ended						Three Months Ended
	March 31, 2024						March 31, 2023
				Non-						Non-
	Redeemable			Redeemable			Redeemable			Redeemable
	Common			Common			Common			Common
	Stock			Stock			Stock			Stock
Basic and diluted net (loss) income per share:
Numerators:
Allocation of net loss excluding accretion of carrying value to redemption value	$	(419,669	)	$	(412,597	)	$	(1,063,454	)	$	(338,265	)
Accretion of carrying value to redemption value		345,100			–			1,757,925			–
Allocation of net (loss) income	$	(74,569	)	$	(412,597	)	$	694,471		$	(338,265	)
Denominators:
Weighted-average shares outstanding		3,162,548			3,109,250			9,775,000			3,109,250
Basic and diluted net (loss) income per share	$	(0.02	)	$	(0.13	)	$	0.07		$	(0.11	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendment in this ASU is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with prior GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this ASU are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this ASU on January 1, 2024. The adoption of this ASU did not have a material effect on the Company’s unaudited condensed consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.

Note 3 — Cash Held in Trust Account

As of March 31, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $35,231,146 and $34,851,146 in cash, respectively.

Note 4 — Initial Public Offering

Pursuant to the IPO on November 5, 2021, the Company sold 9,775,000 Units at $10.00 per Public Unit, generating gross proceeds of $97,750,000. Each Public Unit consists of one share of the Company’s Class A Common Stock and one-half of one redeemable warrant. The Company will not issue fractional shares upon the exercise of warrants. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

All of the 9,775,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A Common Stock subject to redemption to be classified outside of permanent equity.

The Company’s redeemable Class A Common Stock is subject to the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

For three months ended March 31, 2024 and for the year ended December 31, 2023, the Class A Common Stock reflected on the unaudited condensed consolidated balance sheets is reconciled in the following table.


Class A Common Stock subject to possible redemption, December 31, 2022	$	101,559,697
Less:
Redemptions		(70,386,610	)
Plus:
Accretion of carrying value to redemption value		3,709,448
Class A Common Stock subject to possible redemption, December 31, 2023		34,882,535
Plus:
Accretion of carrying value to redemption value		345,100
Class A Common Stock subject to possible redemption, March 31, 2024	$	35,227,635

Note 5 — Private Placement

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 545,500 Private Placement Shares, comprised of 505,500 shares sold to the Sponsor and 40,000 shares sold to the Representatives, at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,455,000. The Private Placement Shares are identical to the public shares, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

Note 6 — Related Party Transactions

Founder and Private Placement Shares

On February 18, 2021, the Sponsor acquired 2,443,750 shares of common stock from the Company for a purchase price of $25,000. On March 2, 2021, the Company amended and restated its certificate of incorporation to divide its common stock into Class A Common Stock and Class B Common Stock without changing the total amount of the authorized capital of common stock. As a result, the Company cancelled the 2,443,750 shares of common stock held by the Sponsor and simultaneously issued 2,443,750 shares (the “Founder Shares”) of Class B common stock, par value $0.0001 per share (“Class B Common Stock”) to the Sponsor.

As of March 31, 2024 and December 31, 2023, there were 2,443,750 Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.01 per share.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the IPO (excluding the sale of Private Placement Shares and issuance of the Representative Shares).

In November 2021, the Sponsor transferred an aggregate of 443,750 Founder Shares to the Company’s former officers, directors, secretary and their designees at the same price originally paid for such shares prior to the closing of the IPO. As a result of such transfers, each of the Company’s former directors collectively acquired the remaining 321,750 Founder Shares at the same price originally paid for such shares. On December 22, 2022, the Company’s officers, directors and secretary resigned from their respective positions and returned and sold a total of 343,750 Founder Shares back to the Sponsor for the original purchase price. Out of the issued and outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remains owned by former management.

The sale of the Founder Shares from Sponsor to the Company’s officers, directors and secretary is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The grant date fair value of the remaining 100,000 shares, net of forfeiture of 343,750 shares, granted to the Company’s officers, directors and secretary was $716,250, or $7.16 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2024 and December 31, 2023, the Company determined that a Business Combination was not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

The holders of the Founder Shares have agreed not to transfer, assign or sell 50% of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property.

On November 5, 2021, the Company completed the private sale of 505,500 shares of Class A Common Stock to the Sponsor, Fortune Rise Sponsor LLC, at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,055,000. The Private Placement Shares are identical to the public shares, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

In connection with BCA, on October 17, 2023, the Sponsor and the three independent directors of the Company entered into three separate securities transfer agreements (the “Securities Transfer Agreement”) to transfer a total of 60,000 shares of the Founder shares to the three directors. The transfer of the Founder Shares from the Sponsor to the three independent directors of the Company is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The grant date fair value of the 60,000 shares granted to the Company’s three independent directors was $517,200, or $8.62 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2024 and December 31, 2023, the Company determined that a Business Combination was not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

In connection with BCA, on October 24, 2023, the Sponsor, the Company and WODI-PWT entered into a letter agreement (the “Sponsor Letter Agreement”) pursuant to which the Sponsor agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B Common Stock, such that the Class B Common Stock will convert into Class A Common Stock at the Closing on a one-to-one basis, and (c) subject certain of the Class B Common Stock currently held by the Sponsor to forfeiture.

Due to a Related Party

On December 22, 2023, the board of directors appointed Ryan Spick to serve as the Company’s Principal Executive Officer and Chief Financial Officer effective as of December 22, 2023. The terms and conditions of Mr. Spick’s appointment will be governed by a consulting agreement dated as of December 22, 2023 by and between the Company and Mr. Spick (the “Consulting Agreement”). The Consulting Agreement provides for compensation to Mr. Spick 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. As of March 31, 2024 and December 31, 2023, balance due to Mr. Spick amounted $32,903 and $2,903, respectively.

Promissory Notes — Related Parties (Working Capital and Extension Loans)

Working Capital Loans – OriginClear

In December 2022, OriginClear, Inc. (“OriginClear”), a Nevada corporation and the parent company of the Sponsor, advanced $50,000 to the Company for working capital. On April 17, 2023, the board of directors of the Company approved the issuance of an unsecured promissory note dated November 23, 2022 in the principal amount of $50,000 to OriginClear and the Company reclassified this $50,000 advance into a promissory note – related party.

As of March 31, 2024 and December 31, 2023, the Company had borrowings of $50,000 from OriginClear under the promissory notes — related parties (working capital loans).

Working Capital Loans – WODI

On November 4, 2022, an aggregate of $977,500 (the “First Extension Payment”) was deposited into the Company’s Trust Account for the public stockholders, representing $0.10 per public share, which enabled the Company to extend the period of time it had to consummate its initial Business Combination by three months from November 5, 2022 to February 5, 2023 (the “First Extension”). The First Extension was the first of the two three-month extensions permitted under the Company’s Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection with the First Extension Payment, the Company issued unsecured promissory notes (the “First Extension Note”) to certain Initial Stockholders, including (i) a note of $413,750 to Mr. Koon Keung Chan, the former manager of the Sponsor of the Company who resigned on December 22, 2022, (ii) a note of $150,000 to US Tiger Securities, an existing stockholder, and (iii) a note of $170,000 to Dr. Lei Xu, the former President and Chairwoman of the Company who resigned on December 22, 2022. The three promissory notes together with the Company’s working capital fund were used to pay for the First Extension Payment. These three promissory notes totaling $733,750 were assigned to WODI as creditor on December 22, 2022.

In addition, in order to finance transaction costs in connection consummating an intended initial business combination, WODI may, but are not obligated to, loan the Company funds as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes.

As of March 31, 2024 and December 31, 2023, the Company had borrowings of $2,187,420 and $1,972,420, respectively, from WODI under the promissory notes — related parties (working capital loans).

Extension Loans – WODI

From November 2022 to May 2024, a total of $3,485,065 was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it had to consummate its initial Business Combination from November 5, 2022 to June 5, 2024, with most of the borrowings to fund the extension payments from WODI. As of March 31, 2024 and December 31, 2023, the Company had borrowings of $3,116,315 and $2,741,315, respectively, from WODI under the promissory notes — related parties (extension loans).

Terms of the Working Capital and Extension Loans

The Working Capital and Extension Loans 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 Class A Common Stock (the “Conversion Shares”), as described in the IPO 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, up to $3,000,000, determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00.

In order to finance transaction costs in connection with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option of the lender. Such working capital shares would be identical to the Private Placement Shares. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

Note 7 — Commitments & Contingencies

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of the Founder Shares, Private Placement Shares and shares of common stock that may be issued upon conversion of working capital loans are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Representatives entitled to underwriting discounts of (i) two percent (2.0%) of the gross proceeds of the IPO, or $1,955,000 in the aggregate, and paid at the closing of the IPO and (ii) will be entitled to a deferred underwriting discount of three and a half percent (3.5%) of the gross proceeds of the IPO, or approximately $3,421,250 in the aggregate, upon the consummation of a Business Combination.

Note 8 — Deferred Underwriters’ Discount

The Company is obligated to pay the underwriters a deferred underwriters’ discount equal to 3.5% of the gross proceeds of the IPO. The deferred underwriters’ discount of $3,421,250 will become payable to the Representatives from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination.

Note 9 — Temporary Equity and Stockholders’ Deficit

Preferred stock — The Company is authorized to issue 2,000,000 shares of preferred stock, par value $0.0001 per share, and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Common stock — The Company was initially authorized to issue up to 60,000,000 shares of common stock, par value $0.0001 per share. On February 19, 2021, there were 2,443,750 shares of common stock issued and outstanding. On March 2, 2021, the Company amended and restated its certificate of incorporation to divide its common stock into Class A Common Stock and Class B Common Stock, with the result that the Company is authorized to issue up to 60,000,000 shares of common stock, par value $0.0001 per share, comprised of 55,000,000 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock. In connection therewith, the Company cancelled 2,443,750 shares of common stock issued to the Sponsor and issued 2,443,750 shares of Class B Common Stock to the Sponsor.

Holders of record of Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders. The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Holders of record of the Class A Common Stock and holders of record of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by applicable law. The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the closing of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

Class A Common Stock — The Company is authorized to issue 55,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.

In connection with the special meeting of stockholders on April 10, 2023, holders of 4,493,968 public shares of Class A Common Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.57 per share, for an aggregate redemption amount of $47,501,242.

In connection with the special meeting of stockholders on June 2, 2023, holders of 1,666,080 public shares of Class A Common Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of $17,927,021.

In connection with the special meeting of stockholders on October 25, 2023, holders of 452,404 public shares of Class A Common Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.96 per share, for an aggregate redemption amount of $4,958,347.

Representative Shares

The Company issued 120,000 Representative Shares in Class A Common Stock to the Representatives of the underwriters for the Company’s IPO, as part of their underwriting compensation. The Representative Shares are identical to the public shares except that the Representatives have agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). In addition, the Representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination and payment of the extension deposit by our Sponsor, or its affiliates).

As of March 31, 2024 and December 31, 2023, there were 665,500 shares of common stock issued and outstanding, excluding 3,162,548 shares of common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. On March 2, 2021, the Company issued 2,443,750 shares of Class B Common Stock to the founders for $25,000, so that the founders collectively owned 20% of the Company’s issued and outstanding common stock after the IPO (excluding the Private Placement Shares and the Representative Shares). As of March 31, 2024 and December 31, 2023, there were 2,443,750 shares of Class B Common Stock issued and outstanding.

Warrants — On November 5, 2021, the Company issued 4,887,500 warrants in connection with the IPO. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

As of March 31, 2024 and December 31, 2023, 4,887,500 warrants were outstanding.

The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may call the warrants for redemption:

	·	in whole and not in part;
	·	at a price of $0.01 per warrant;
	·	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
	·	if, and only if, the reported last sale price of the common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on third business day before the Company send the notice of redemption to the warrant holders.

The Company accounted for the 4,887,500 warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity.” The Company accounted for the warrant as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the warrants of the date of grant date is approximately $4.4 million, or $0.906 per Unit, using the Monte Carlo Model. The fair value of the warrants is estimated as of the date of grant date using the following assumptions: (1) expected volatility of 16.2%, (2) risk-free interest rate of 1.16%, (3) expected life of 5.91 years, (4) exercise price of $11.50 and (5) stock price of $9.548.

Note 10 — Income Taxes

The effective tax rate is 0.0% and 42.7% for the three months ended March 31, 2024 and 2023, respectively.

Note 11 — Subsequent Events

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date was the Company issued the unaudited condensed consolidated financial statements.

Promissory Notes — Related Parties (Working Capital and Extension Loans)

On April 5, 2024, $100,000 (the “Fourteenth Extension Payment”) was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from April 5, 2024 to May 5, 2024. The Fourteenth Extension was the sixth of the twelve one-month extensions permitted under the Company’s governing documents, as amended in October 2023. In connection with the Fourteenth Extension Payment, the Company issued an unsecured promissory note (the “Fourteenth Extension Note”) to WODI.

On May 6, 2024, $100,000 (the “Fifteenth Extension Payment”) was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from May 5, 2024 to June 5, 2024. The Fifteenth Extension was the seventh of the twelve one-month extensions permitted under the Company’s governing documents, as amended in October 2023. In connection with the Fifteenth Extension Payment, the Company issued an unsecured promissory note (the “Fifteenth Extension Note”) to WODI.

The Company also issued the following unsecured promissory notes (“Notes”) to WODI for working capital purpose:

	·	Unsecured promissory note dated April 1, 2024 in the principal amount of $75,000 to WODI; and
	·	Unsecured promissory note dated April 25, 2024 in the principal amount of $50,000 to WODI;

The Fourteenth Extension Note, the Fifteenth Extension Note, and 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 IPO 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Fortune Rise Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to Fortune Rise Sponsor LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the SEC on November 3, 2021, our Proxy Statement on Schedule 14A, as filed with the SEC on October 2, 2023, and the “Risk Factors” section of this report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Effective December 22, 2022, Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan, Fortune Rise Sponsor LLC (the “Sponsor”), and Water On Demand, Inc., a Nevada corporation that controls our Sponsor (“WODI”), entered into a Membership Interest Purchase and Transfer Agreement pursuant to which they sold to WODI all right, title and interest in and to the membership interests held by each of Messrs. Cheung, Chan, and Chan in the Sponsor (an aggregate of 100 membership interests) for $400,000.

In addition, effective December 22, 2022, our Sponsor entered into a Securities Transfer Agreement with each of US Tiger Securities, Inc. (as designee of Lei Huang), Lei Xu, Yuanmei Ma, Norman C. Kristoff, David Xianglin Li, Michael Davidov, and Christy Szeto (the “Sellers”), pursuant to which the Sellers sold to the Sponsor an aggregate of 343,750 shares of Class B Common Stock for the purchase price of $3,506.25. Out of the issued and outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remain owned by former management.

Lastly, on December 22, 2022, each of Koon Keung Chan, Lei Xu, and US Tiger Securities, Inc. assigned each of their promissory notes issued on November 4, 2022 in the aggregate amount of $733,750 to the Sponsor.

Since our inception, we have been actively searching for a suitable business combination target, and on October 24, 2023, we entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) with FRLA Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (the “Merger Sub”) and WODI.

We will effectuate our business combination using cash (subject to potential reduction of the trust account for the benefit of our public stockholders (the “Trust Account”) by stockholder redemptions) derived from the proceeds of (i) our initial public offering (the “IPO”), (ii) the sale of Common Stock (the “Private Placement Shares”) in a private placement (the “Private Placement”) to the Sponsor, and/or (iii) the issuance of additional shares, debt or a combination of shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held outside of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

Recent Developments

Extension of the Company’s Time to Consummate its Initial Business Combination

From November 2022 to May 2024, a total of $3,485,065 was deposited into the Trust Account for the public stockholders, which enabled us to extend the period of time it had to consummate its initial Business Combination from November 5, 2022 to June 5, 2024, with most of the borrowings to fund the extension payments from WODI. In connection with the extension payments, we issued a total of fifteen unsecured extension notes (the “Extension Notes”) to WODI.

The Extension Notes are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of our initial business combination and (ii) the date of our liquidation. The principal balance may be prepaid at any time, at our election. The holders of the Extension Notes have the right, but not the obligation, to convert their Extension Notes, in whole or in part, respectively, into private shares of our Class A Common Stock (the “Conversion Shares”), as described in our IPO prospectus (File Number 333-256511). The number of Conversion Shares to be received by the holders in connection with such conversion shall be an amount, up to $3,000,000, determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00.

Extension of Business Combination Deadline

On March 3, 2023, our board of directors approved a stockholder proposal to amend our Amended and Restated Certificate of Incorporation to extend, upon the request of our Sponsor and approval by our board of directors, the period of time for us to (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of the public shares, up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as determined by the board of directors.

At our April 10, 2023 special meeting of stockholders, our stockholders approved the filing of an amendment to the Amended and Restated Certificate of Incorporation (the “First Amendment”) to extend, upon the request of our Sponsor, and approval by our board of directors, the period of time for us to (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of the public shares, up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as determined by the board of directors. As a result, on April 11, 2023, we filed the First Amendment with the Delaware Secretary of State. The stockholder vote to approve the First Amendment also triggered a redemption right for the holders of the public shares of Class A Common Stock. As a result of the First Amendment, 4,493,968 shares of Class A Common Stock were redeemed for a total redemption amount of $47,501,242. We have effected all six of those permitted monthly extensions.

As a result of our June 2, 2023 special meeting of stockholders, we filed with the Secretary of State of the State of Delaware an amendment to our Amended and Restated Certificate of Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates), to extend the period of time for us to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving us to be made upon the request of the Sponsor, and approval by our board of directors, from a previously amended price per unredeemed share of Class A Common Stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.

At that June 2, 2023 special meeting of stockholders, the holders of 1,666,080 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of $17,927,021. Following such redemptions, 3,614,952 public shares of Class A Common Stock remained outstanding.

At our October 25, 2023 special meeting of stockholders, the holders of 452,404 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.96 per share, for an aggregate redemption amount of $4,958,347. Following such redemptions, 3,162,548 public shares of Class A Common Stock remain outstanding. As of the date of this filing, we have effected seven of those permitted twelve monthly extensions.

Results of Operations

Our entire activity from inception to date was related to our formation, the IPO and general and administrative activities. Since the IPO, our activity has been limited to the evaluation of business combination candidates, and we will not generate any operating revenues, if any, until the closing and completion of our initial business combination. We generate non-operating income in the form of money market fund dividend income earned on investments held in the Trust Account up until September 2023. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on September 28, 2023, we instructed Wilmington Trust, National Association, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial Business Combination or our liquidation.

We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2024, we had a net loss of $487,166 which consisted of formation and operating costs $452,266, and franchise tax expenses of $34,900.

For the three months ended March 31, 2023, we had a net income of $356,206 which consisted of dividend earned on investment held in Trust Account of $1,095,375, offset by formation and operating costs of $424,219, franchise tax expenses of $50,000 and income tax provision of $264,950.

Liquidity and Capital Resources

As of March 31, 2024, we had cash outside the Trust Account of $6,981 available for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable for our use prior to an initial business combination, and is restricted for use either in a business combination or to redeem the public shares of Common Stock. As of March 31, 2024, none of the amount on deposit in the Trust Account was available to be withdrawn as described above except for tax payments.

For the three months ended March 31, 2024, there was $215,929 of cash used in operating activities resulting from net loss of $487,166, offset by decrease in prepaid expenses of $72,125, increase in due to a related party of $30,000, increase in accounts payable and accrued expenses of $153,602, and increase in franchise tax payable of $15,510.

For the three months ended March 31, 2023, there was $850,219 of cash used in operating activities resulting from dividend earned on investment held in Trust Account amounting to $1,095,375, increase in prepaid expenses of $66,320, and decrease in franchise tax payable of $149,759, offset by net income of $356,206, deferred tax expense of $16,966, increase in accounts payable and accrued expenses of $12,079 and increase in income tax payable of $75,984.

For the three months ended March 31, 2024, there was $380,000 of cash used in investing activities resulting from the deposit of funds held in Trust Account amounting to $380,000.

For the three months ended March 31, 2023, there was $777,741 of cash used in investing activities resulting from the purchase of an investment held in Trust Account amounting to $977,500, offset by withdrawal of an investment held in the Trust Account amounting to $199,759.

For the three months ended March 31, 2024, there was $590,000 of cash provided by financing activities resulting from the proceeds from the issuance of promissory notes to a related party amounting to $590,000.

For the three months ended March 31, 2023, there was $1,607,920 of cash provided by financing activities resulting from proceeds from the issuance of promissory notes to a related party amounting to $1,052,500 and advances from a related party amounting to $555,420.

Until consummation of the business combination, we will use the funds held outside the Trust Account, and any additional funding that may be loaned to us by our Sponsor, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the business combination and will need to raise additional capital. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination, or, at the lender’s discretion, up to $3,000,000 of such loans may be convertible into shares of Class A Common Stock of the post business combination entity at a price of $10.00 per share of Class A Common Stock. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our Initial Stockholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (ASU) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. Management’s plan in addressing this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans. In addition, if we are unable to complete a business combination within the Combination Period by June 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination), our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that our plans to consummate a business combination will be successful within the Combination Period. As a result, management has determined that this additional condition also raises substantial doubt about our ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2024 and December 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of March 31, 2024 and December 31, 2023, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. As of March 31, 2024 and December 31, 2023, we have $32,903 and $2,903, respectively, payable due to a related party. As of March 31, 2024 and December 31, 2023, we have $5,353,735 and $4,763,735, respectively, promissory notes issued to related parties.

We are obligated to pay the underwriters a deferred underwriters’ discount equal to 3.5% of the gross proceeds of the IPO. The deferred underwriters’ discount of $3,421,250 will become payable to the US Tiger Securities and EF Hutton, a division of Benchmark Investment LLC, the representatives of the several underwriters of the IPO (each, a “Representative”), from the amounts held in the Trust Account solely in the event that we complete a business combination.

Critical Accounting Estimates

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The Company does not have any critical accounting estimates.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” The amendment in this ASU is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock per this ASU. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with prior GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this ASU are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We adopted this ASU on January 1, 2024. The adoption of this ASU did not have a material effect on our unaudited condensed consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our unaudited condensed consolidated financial statements and related disclosures.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Financial Officer who also serves as our principal executive officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Financial Officer who also serves as our principal executive officer, has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Registration Statement on Form S-1 for our initial public offering, and (ii) Proxy Statement on Schedule 14A, as filed with the SEC on October 2, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our securities will continue to be, listed on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. On August 21, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Listing Rule 5450(b)(2)(A), due to our failure to maintain a minimum Market Value of Listed Securities of $50 million, and on October 16, 2023 we received a written notice that we are not in compliance with Listing Rule 5450(a)(2), due to our failure to maintain a minimum of 400 Total Holders. On October 25, 2023, we transferred the listing of our securities to the Nasdaq Capital Market, remedying the deficiency under Rule 5450(b)(2)(A), and requiring us to comply with Listing Rule 5550(a)(3), which requires us to have at least 300 public holders (the “Public Holders Rule”). Nasdaq granted us an extension until April 13, 2024 (the “Extension Period”), to evidence compliance with the Public Holders Rule.

On April 16, 2024, we received a written notice (the “Notice”) from Nasdaq notifying us that we did not regain compliance with the Public Holders Rule during the Extension Period. As a result, Nasdaq advised us that our securities would be subject to delisting unless we timely requested a hearing before an independent Hearings Panel (the “Panel”). On April 19, 2024, we submitted a request for a hearing (the “Hearing”). The hearing request will stay the suspension of our securities and the termination of registration of the securities with Nasdaq as required by the rules of the SEC pending the Panel’s decision and, therefore, Nasdaq’s notice has no immediate effect on the listing of our common stock, units or warrants on Nasdaq. The Hearing has been scheduled for May 30, 2024.

On April 24, 2024, we received an additional notice from Nasdaq stating that we were not in compliance with Listing Rule 5250(f) (the “Fee Payment Rule”) because we had not paid certain fees to Nasdaq, which serves as an additional basis for delisting our securities from the Nasdaq Capital Market. The failure to comply with the Fee Payment Rule will also be considered by the Panel at the Hearing.

There can be no assurance that the Panel will grant our request for continued listing. We cannot assure you that we will be able to regain compliance with the Nasdaq continued listing requirements, including the Public Holders Rule or the Fee Payment Rule, or that our securities will continue to be listed on Nasdaq.

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

	·	a limited availability of market quotations for our securities;
	·	reduced liquidity for our securities;
	·	a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
	·	a limited amount of news and analyst coverage; and
	·	a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination, which may negatively impact our ability to consummate our initial business combination.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 5, 2021, we consummated our initial public offering of 9,775,000 units, including 1,275,000 units as a result of the exercise in full of the underwriters’ over-allotment option, in each case, at an offering price of $10.00 per Unit, generating aggregate gross proceeds of $97,750,000. The securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-256511). The registration statement became effective on November 2, 2021. Substantially concurrently with the closing of our initial public offering, we completed a private placement of 545,000 shares of Class A Common Stock at a purchase price of $10.00 per share, generating aggregate gross proceeds of $5,455,000. For a description of the use of the proceeds generated in our IPO and private placement, see Part I, Item 2 of this Quarterly Report. There has been no material change in the planned use of the proceeds from the IPO and private placement as is described in the Company’s final prospectus related to the IPO.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.	Description of Exhibit
2.1	Amendment No. 1 to Business Combination Agreement, dated February 6, 2024, by and between Fortune Rise Acquisition Corporation and Water on Demand, Inc. (11)
3.1	Amended and Restated Certificate of Incorporation dated October 27, 2021 (1)
3.2	Amendment No. 1 to the Amended and Restated Certificate of Incorporation dated April 11, 2023 (2)
3.3	Amendment No. 2 to the Amended and Restated Certificate of Incorporation dated June 2, 2023 (3)
3.4	Amendment No. 3 to the Amended and Restated Certificate of Incorporation dated October 25, 2023 (7)
3.5	Bylaws (4)
10.1	Promissory Note, dated January 5, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (5)
10.2*	Promissory Note, dated January 9, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.3*	Promissory Note, dated January 12, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.4	Promissory Note, dated February 5, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (6)
10.5*	Promissory Note, dated February 9, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.6*	Promissory Note, dated February 20, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.7	Promissory Note, dated March 5, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (8)
10.8*	Promissory Note, dated March 21, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.9*	Promissory Note, dated April 1, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.10	Promissory Note, dated April 5, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (9)
10.11*	Promissory Note, dated April 25, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.12*	Promissory Note, dated May 1, 2024, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc.
10.13	Promissory Note, dated May 6, 2024, issued by Fortune Rise Acquisition Corporation to Water on Demand, Inc. (10)
31.1*	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

_____________________

*	Filed with this Report.
**	Furnished with this Report.

(1)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 5, 2021.
(2)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on April 13, 2023.
(3)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on June 2, 2023.
(4)	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on May 26, 2021.
(5)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on January 8, 2024.
(6)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on February 6, 2024.
(7)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 27, 2023.
(8)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on March 6, 2024.
(9)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on April 8, 2024.
(10)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on May 7, 2024.
(11)	Incorporated by reference to the Company’s Form 8-K, filed with the SEC on February 7, 2024.

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 thereunto duly authorized.

	FORTUNE RISE ACQUISITION CORPORATION


Date: May 15, 2024	By:	/s/ Ryan Spick
	Name:	Ryan Spick
	Title:	Principal Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 10.2

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: $30,000.00	Effective as of January 9, 2024
	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 Thirty Thousand Dollars ($30,000.00) 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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.3

PROMISSORY NOTE

Principal Amount: $75,000.00	Effective as of January 12, 2024
	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 Seventy-Five Thousand Dollars ($75,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.5

PROMISSORY NOTE

Principal Amount: $28,000.00	Effective as of February 9, 2024
	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 Twenty Eight Thousand Dollars ($28,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.6

PROMISSORY NOTE

Principal Amount: $27,000.00	Effective as of February 20, 2024
	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 Twenty Seven Thousand Dollars ($27,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.8

PROMISSORY NOTE

Principal Amount: $5,000.00	Effective as of March 21, 2024
	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 Five Thousand Dollars ($5,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.9

PROMISSORY NOTE

Principal Amount: $75,000.00	Effective as of April 01, 2024
	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 Seventy-Five Thousand Dollars ($75,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.11

PROMISSORY NOTE

Principal Amount: $50,000.00	Effective as of April 25, 2024
	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 Fifty Thousand Dollars ($50,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

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 10.12

PROMISSORY NOTE

Principal Amount: $5,000.00	Effective as of May 1, 2024
	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 Five Thousand Dollars ($5,000.00) 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.

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

3. Reserved.

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.

6. Remedies.

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.

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.

[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/ Ryan Spick
		Name: Ryan Spick
		Its: Principal Executive Officer

Acknowledged and Agreed:

Water On Demand, Inc.


/s/ T. Riggs Eckelberry
Name: T. Riggs Eckelberry
Its: Chief Executive Officer

Exhibit 31.1

CERTIFICATIONS

I, Ryan Spick, certify that:

1.	I have reviewed this Form 10-Q quarterly report of Fortune Rise Acquisition Corporation for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

/s/ Ryan Spick
Ryan Spick, Principal Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Ryan Spick, certify that:

1.	I have reviewed this Form 10-Q quarterly report of Fortune Rise Acquisition Corporation for the quarter ended March 31, 2024;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

/s/ Ryan Spick
Ryan Spick, Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Fortune Rise Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive and principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2024

/s/ Ryan Spick
Ryan Spick, Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
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
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,271,798
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant [Member]
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 [Member]
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 [Member]
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

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 6,981	$ 12,910
Prepaid expenses	34,533	106,658
Total current assets	41,514	119,568
Cash held in Trust Account	35,231,146	34,851,146
Total Assets	35,272,660	34,970,714
Current liabilities:
Accounts payable and accrued expenses	446,784	293,182
Due to a related party	32,903	2,903
Promissory notes - related parties	5,353,735	4,763,735
Franchise taxes payable	15,510	0
Excise taxes payable	703,866	703,866
Total current liabilities	6,552,798	5,763,686
Deferred underwriters' discount	3,421,250	3,421,250
Total Liabilities	9,974,048	9,184,936
Commitments and Contingencies
Class A Common Stock subject to possible redemption, 3,162,548 shares at redemption value of $11.14 and $11.03 per share as of March 31, 2024 and December 31, 2023, respectively	35,227,635	34,882,535
Stockholders’ Deficit:
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023	0	0
Accumulated deficit	(9,929,333)	(9,097,067)
Total Stockholders' Deficit	(9,929,023)	(9,096,757)
Total Liabilities, Temporary Equity, and Stockholders' Deficit	35,272,660	34,970,714
Common Class A [Member]
Current liabilities:
Class A Common Stock subject to possible redemption, 3,162,548 shares at redemption value of $11.14 and $11.03 per share as of March 31, 2024 and December 31, 2023, respectively	35,227,635	34,882,535
Stockholders’ Deficit:
Common stock, value	66	66
Common Class B [Member]
Stockholders’ Deficit:
Common stock, value	$ 244	$ 244

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock subject to possible redemption [Member]
Common stock subject to possible redemption, outstanding	3,162,548	3,162,548
Conversion value per share	$ 11.14	$ 11.03
Common Class A [Member]
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	55,000,000	55,000,000
Common shares, shares issued	665,500	665,500
Common shares, shares outstanding	665,500	665,500
Common Class B [Member]
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	5,000,000	5,000,000
Common shares, shares issued	2,443,750	2,443,750
Common shares, shares outstanding	2,443,750	2,443,750

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating costs	$ 452,266	$ 424,219
Franchise tax expenses	34,900	50,000
Loss from Operations	(487,166)	(474,219)
Other income:
Dividend earned on investments held in Trust Account	0	1,095,375
Income (loss) before income taxes	(487,166)	621,156
Income taxes provision	0	(264,950)
Net income (loss)	$ (487,166)	$ 356,206

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Common stock subject to redemption [Member]
Basic weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation	3,162,548	9,775,000
Diluted weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation	3,162,548	9,775,000
Basic net income (loss) per share, Common Stock attributable to Fortune Rise Acquisition Corporation	$ (0.02)	$ 0.07
Diluted net income (loss) per share, Common Stock attributable to Fortune Rise Acquisition Corporation	$ (0.02)	$ 0.07
Common stock not subject to redemption [Member]
Basic weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation	3,109,250	3,109,250
Diluted weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation	3,109,250	3,109,250
Basic net income (loss) per share, Common Stock attributable to Fortune Rise Acquisition Corporation	$ (0.13)	$ (0.11)
Diluted net income (loss) per share, Common Stock attributable to Fortune Rise Acquisition Corporation	$ (0.13)	$ (0.11)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Preferred Stock [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 0	$ 66	$ 244	$ (4,332,048)	$ (4,331,738)
Beginning balance, shares at Dec. 31, 2022	0	665,500	2,443,750
Accretion of carrying value to redemption value				(1,757,925)	(1,757,925)
Net income				356,206	356,206
Ending balance, value at Mar. 31, 2023	$ 0	$ 66	$ 244	(5,733,767)	(5,733,457)
Ending balance, shares at Mar. 31, 2023	0	665,500	2,443,750
Beginning balance, value at Dec. 31, 2023	$ 0	$ 66	$ 244	(9,097,067)	(9,096,757)
Beginning balance, shares at Dec. 31, 2023	0	665,500	2,443,750
Accretion of carrying value to redemption value				(345,100)	(345,100)
Net income				(487,166)	(487,166)
Ending balance, value at Mar. 31, 2024	$ 0	$ 66	$ 244	$ (9,929,333)	$ (9,929,023)
Ending balance, shares at Mar. 31, 2024	0	665,500	2,443,750

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (487,166)	$ 356,206
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Dividend earned on investment held in Trust Account	0	(1,095,375)
Deferred tax expense	0	16,966
Changes in operating assets and liabilities:
Prepaid expenses	72,125	(66,320)
Due to a related party	30,000	0
Accounts payable and accrued expenses	153,602	12,079
Income taxes payable	0	75,984
Franchise taxes payable	15,510	(149,759)
Net cash used in operating activities	(215,929)	(850,219)
Cash Flows from Investing Activities:
Deposit of funds held in Trust Account	(380,000)
Purchase of investments held in Trust Account		(977,500)
Withdrawal of investments held in Trust Account	0	199,759
Net cash used in investing activities	(380,000)	(777,741)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes to related parties	590,000	1,052,500
Advances from a related party	0	555,420
Net cash provided by financing activities	590,000	1,607,920
Net Change in Cash	(5,929)	(20,040)
Cash at beginning of the period	12,910	172,314
Cash at end of the period	6,981	152,274
Supplemental Cash Flow Information
Cash paid for income taxes	0	172,000
Cash paid for interest	0	0
Supplemental Disclosure of Non-cash Financing Activities
Accretion of carrying value to redemption value	$ 345,100	$ 1,757,925

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (487,166)	$ 356,206

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Business Operation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operation

Note 1 — Organization and Business Operation

Transaction costs for the IPO amounted to $5,822,268, consisting of $5,376,250 of underwriting fees (including $3,421,250 of deferred underwriting fees) and $446,018 of other offering costs.

Change of Sponsor

The Proposed Business Combination

Extension Amendments for Business Combination

Liquidity and Going Concern

Inflation Reduction Act of 2022

Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances are eliminated in consolidation.

Emerging Growth Company Status

Use of Estimates

Cash

Cash held in Trust Account

As of March 31, 2024 and December 31, 2023, $35,231,146 and $34,851,146, respectively, representing all of the assets held in the Trust Account, were held in cash.

Warrants

Class A Common Stock Subject to Possible Redemption

Concentration of Credit Risk

Fair Value of Financial Instruments

The fair value hierarchy is categorized into three levels based on the inputs as follows:

	·	Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	·	Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
	·	Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Net Income (Loss) per Share

Schedule of earnings (loss) per share
	For the						For the
	Three Months Ended						Three Months Ended
	March 31, 2024						March 31, 2023
				Non-						Non-
	Redeemable			Redeemable			Redeemable			Redeemable
	Common			Common			Common			Common
	Stock			Stock			Stock			Stock
Basic and diluted net (loss) income per share:
Numerators:
Allocation of net loss excluding accretion of carrying value to redemption value	$	(419,669	)	$	(412,597	)	$	(1,063,454	)	$	(338,265	)
Accretion of carrying value to redemption value		345,100			–			1,757,925			–
Allocation of net (loss) income	$	(74,569	)	$	(412,597	)	$	694,471		$	(338,265	)
Denominators:
Weighted-average shares outstanding		3,162,548			3,109,250			9,775,000			3,109,250
Basic and diluted net (loss) income per share	$	(0.02	)	$	(0.13	)	$	0.07		$	(0.11	)

Recent Accounting Pronouncements

Cash Held in Trust Account

3 Months Ended

Mar. 31, 2024

Cash and Cash Equivalents [Abstract]

Cash Held in Trust Account

Note 3 — Cash Held in Trust Account

As of March 31, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $35,231,146 and $34,851,146 in cash, respectively.

Initial Public Offering

3 Months Ended

Mar. 31, 2024

Initial Public Offering

Initial Public Offering

Note 4 — Initial Public Offering


Class A Common Stock subject to possible redemption, December 31, 2022	$	101,559,697
Less:
Redemptions		(70,386,610	)
Plus:
Accretion of carrying value to redemption value		3,709,448
Class A Common Stock subject to possible redemption, December 31, 2023		34,882,535
Plus:
Accretion of carrying value to redemption value		345,100
Class A Common Stock subject to possible redemption, March 31, 2024	$	35,227,635

Private Placement

3 Months Ended

Mar. 31, 2024

Private Placement

Private Placement

Note 5 — Private Placement

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 6 — Related Party Transactions

Founder and Private Placement Shares

As of March 31, 2024 and December 31, 2023, there were 2,443,750 Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.01 per share.

Due to a Related Party

Promissory Notes — Related Parties (Working Capital and Extension Loans)

Working Capital Loans – OriginClear

As of March 31, 2024 and December 31, 2023, the Company had borrowings of $50,000 from OriginClear under the promissory notes — related parties (working capital loans).

Working Capital Loans – WODI

As of March 31, 2024 and December 31, 2023, the Company had borrowings of $2,187,420 and $1,972,420, respectively, from WODI under the promissory notes — related parties (working capital loans).

Extension Loans – WODI

Terms of the Working Capital and Extension Loans

Commitments & Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments & Contingencies

Note 7 — Commitments & Contingencies

Risks and Uncertainties

Registration Rights

Underwriters Agreement

Deferred Underwriters’ Discount

3 Months Ended

Mar. 31, 2024

Deferred Underwriters Discount

Deferred Underwriters’ Discount

Note 8 — Deferred Underwriters’ Discount

Temporary Equity and Stockholders’ Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Temporary Equity and Stockholders’ Deficit

Note 9 — Temporary Equity and Stockholders’ Deficit

Class A Common Stock — The Company is authorized to issue 55,000,000 shares of Class A Common Stock with a par value of $0.0001 per share.

Representative Shares

As of March 31, 2024 and December 31, 2023, there were 665,500 shares of common stock issued and outstanding, excluding 3,162,548 shares of common stock subject to possible redemption.

As of March 31, 2024 and December 31, 2023, 4,887,500 warrants were outstanding.

Once the warrants become exercisable, the Company may call the warrants for redemption:

	·	in whole and not in part;
	·	at a price of $0.01 per warrant;
	·	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
	·	if, and only if, the reported last sale price of the common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on third business day before the Company send the notice of redemption to the warrant holders.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 — Income Taxes

The effective tax rate is 0.0% and 42.7% for the three months ended March 31, 2024 and 2023, respectively.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 11 — Subsequent Events

Promissory Notes — Related Parties (Working Capital and Extension Loans)

The Company also issued the following unsecured promissory notes (“Notes”) to WODI for working capital purpose:

	·	Unsecured promissory note dated April 1, 2024 in the principal amount of $75,000 to WODI; and
	·	Unsecured promissory note dated April 25, 2024 in the principal amount of $50,000 to WODI;

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances are eliminated in consolidation.

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash

Cash

Cash held in Trust Account

Cash held in Trust Account

As of March 31, 2024 and December 31, 2023, $35,231,146 and $34,851,146, respectively, representing all of the assets held in the Trust Account, were held in cash.

Warrants

Warrants

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value hierarchy is categorized into three levels based on the inputs as follows:

	·	Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	·	Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
	·	Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Income Taxes

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

Net Income (Loss) per Share

Net Income (Loss) per Share

Schedule of earnings (loss) per share
	For the						For the
	Three Months Ended						Three Months Ended
	March 31, 2024						March 31, 2023
				Non-						Non-
	Redeemable			Redeemable			Redeemable			Redeemable
	Common			Common			Common			Common
	Stock			Stock			Stock			Stock
Basic and diluted net (loss) income per share:
Numerators:
Allocation of net loss excluding accretion of carrying value to redemption value	$	(419,669	)	$	(412,597	)	$	(1,063,454	)	$	(338,265	)
Accretion of carrying value to redemption value		345,100			–			1,757,925			–
Allocation of net (loss) income	$	(74,569	)	$	(412,597	)	$	694,471		$	(338,265	)
Denominators:
Weighted-average shares outstanding		3,162,548			3,109,250			9,775,000			3,109,250
Basic and diluted net (loss) income per share	$	(0.02	)	$	(0.13	)	$	0.07		$	(0.11	)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of earnings (loss) per share

Schedule of earnings (loss) per share
	For the						For the
	Three Months Ended						Three Months Ended
	March 31, 2024						March 31, 2023
				Non-						Non-
	Redeemable			Redeemable			Redeemable			Redeemable
	Common			Common			Common			Common
	Stock			Stock			Stock			Stock
Basic and diluted net (loss) income per share:
Numerators:
Allocation of net loss excluding accretion of carrying value to redemption value	$	(419,669	)	$	(412,597	)	$	(1,063,454	)	$	(338,265	)
Accretion of carrying value to redemption value		345,100			–			1,757,925			–
Allocation of net (loss) income	$	(74,569	)	$	(412,597	)	$	694,471		$	(338,265	)
Denominators:
Weighted-average shares outstanding		3,162,548			3,109,250			9,775,000			3,109,250
Basic and diluted net (loss) income per share	$	(0.02	)	$	(0.13	)	$	0.07		$	(0.11	)

Initial Public Offering (Tables)

3 Months Ended

Mar. 31, 2024

Initial Public Offering

Schedule of common stock reflected on the consolidated balance sheets reconciled


Class A Common Stock subject to possible redemption, December 31, 2022	$	101,559,697
Less:
Redemptions		(70,386,610	)
Plus:
Accretion of carrying value to redemption value		3,709,448
Class A Common Stock subject to possible redemption, December 31, 2023		34,882,535
Plus:
Accretion of carrying value to redemption value		345,100
Class A Common Stock subject to possible redemption, March 31, 2024	$	35,227,635

Organization and Business Operation (Details Narrative) - USD ($)		1 Months Ended			3 Months Ended	12 Months Ended	19 Months Ended
	Nov. 05, 2021	Nov. 30, 2023	Jun. 30, 2023	Apr. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	May 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction costs	$ 5,822,268
Underwriting fees	5,376,250
Deferred underwriting fees	3,421,250
Other offering costs	$ 446,018
Cash held					$ 6,981
Working capital					$ 6,511,284
Wilmington Trust [Member] \| Trust Agreement [Member] \| Forecast [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash deposited in trust							$ 3,485,065
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value					$ 0.0001	$ 0.0001
Common Class A [Member] \| Inflation Reduction Act [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares redeemed, shares		6,612,452	6,612,452	6,612,452
Number of shares redeemed, value					$ 703,866	$ 703,866
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units sold	9,775,000
Proceeds from issuance initial public offering	$ 97,750,000
IPO [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued per unit sold	one share of Class A Common Stock
Common stock par value	$ 0.0001
IPO [Member] \| Common Class A [Member] \| Representative Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued to representatives as compensation	120,000
IPO [Member] \| Common Class A [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise price	$ 11.50
IPO [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued per unit sold	one-half of one redeemable warrant
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price, per unit	$ 10.00
Proceeds from issuance of private placement	$ 5,455,000
Private Placement [Member] \| Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash restricted	$ 99,705,000
Private Placement [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued to representatives as compensation	545,500
Private Placement [Member] \| Common Class A [Member] \| U S Tiger Securities And Ef Hutton [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued to representatives as compensation	40,000
Private Placement [Member] \| Common Class A [Member] \| Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued to representatives as compensation	505,500

Significant Accounting Policies (Details - Basic and diluted per share) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Redeemable Common Stock [Member]
Allocation of net loss excluding accretion of carrying value to redemption value	$ (419,669)	$ (1,063,454)
Accretion of carrying value to redemption value	345,100	1,757,925
Allocation of net (loss) income	$ (74,569)	$ 694,471
Weighted-average shares outstanding	3,162,548	9,775,000
Basic net (loss) income per share	$ (0.02)	$ 0.07
Diluted net (loss) income per share	$ (0.02)	$ 0.07
Non Redeemable Common Stock [Member]
Allocation of net loss excluding accretion of carrying value to redemption value	$ (412,597)	$ (338,265)
Accretion of carrying value to redemption value	0	0
Allocation of net (loss) income	$ (412,597)	$ (338,265)
Weighted-average shares outstanding	3,109,250	3,109,250
Basic net (loss) income per share	$ (0.13)	$ (0.11)
Diluted net (loss) income per share	$ (0.13)	$ (0.11)

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Asset held in trust	35,231,146		34,851,146
Dividend income	$ 0	$ 1,095,375
Unrecognized Tax Benefits			0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued			$ 0

Cash Held in Trust Account (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Assets held in trust account	$ 35,231,146	$ 34,851,146

Initial Public Offering (Details - Common stock dilution) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Class A Common Stock subject to possible redemption, beginning	$ 34,882,535
Class A Common Stock subject to possible redemption, ending	35,227,635	$ 34,882,535
Common Class A [Member]
Class A Common Stock subject to possible redemption, beginning	34,882,535	101,559,697
Redemptions		(70,386,610)
Accretion of carrying value to redemption value	345,100	3,709,448
Class A Common Stock subject to possible redemption, ending	$ 35,227,635	$ 34,882,535

Initial Public Offering (Details Narrative) - IPO [Member]	Nov. 05, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	9,775,000
Proceeds from issuance initial public offering \| $	$ 97,750,000

Private Placement (Details Narrative) - Private Placement [Member] - Private Placement Shares [Member]	Nov. 05, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	545,500
Proceeds from sale of equity \| $	$ 5,455,000
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	505,500
Representatives [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	40,000

Related Party Transactions (Details Narrative) - USD ($)					1 Months Ended	12 Months Ended	19 Months Ended
	Oct. 17, 2023	Nov. 04, 2022	Nov. 05, 2021	Feb. 18, 2021	Nov. 30, 2021	Dec. 31, 2022	May 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Nov. 23, 2022	Feb. 19, 2021
Related Party Transaction [Line Items]
Common stock, shares issued											2,443,750
Common stock, shares outstanding											2,443,750
WODI [Member]
Related Party Transaction [Line Items]
Related party working capital loans								$ 2,187,420	$ 1,972,420
WODI [Member] \| Forecast [Member]
Related Party Transaction [Line Items]
Payments to acquire investments							$ 3,485,065
Securities Transfer Agreement [Member]
Related Party Transaction [Line Items]
Number of shares issued	60,000
Securities Transfer Agreement [Member] \| Three Independent Directors [Member]
Related Party Transaction [Line Items]
Number of shares granted	60,000
Fair value of shares granted, value	$ 517,200
Fair value per share	$ 8.62
First Extension [Member] \| WODI [Member]
Related Party Transaction [Line Items]
Payments to acquire investments		$ 977,500
Extension Loans [Member] \| WODI [Member]
Related Party Transaction [Line Items]
Related party working capital loans								$ 3,116,315	$ 2,741,315
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, shares issued								665,500	665,500
Common stock, shares outstanding								665,500	665,500
Common Class A [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Number of shares issued			545,500
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued								2,443,750	2,443,750
Common stock, shares outstanding								2,443,750	2,443,750
Origin Clear [Member]
Related Party Transaction [Line Items]
Proceeds from related party						$ 50,000
Promissory note - related party										$ 50,000
Related party working capital loans								$ 50,000	$ 50,000
US Tiger Securities [Member] \| Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Proceeds from related party		$ 150,000
Sponsor [Member] \| Common Class A [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Number of shares issued			505,500
Proceeds from private placement			$ 5,055,000
Sponsor [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Number of shares issued				2,443,750
Proceeds from private placement				$ 25,000
Owned By Former Management [Member] \| Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding								100,000
Stock-based compensation					$ 716,250
Mr Spick [Member]
Related Party Transaction [Line Items]
Due to related parties								$ 32,903	$ 2,903
Mr Spick [Member] \| Consulting Agreement [Member]
Related Party Transaction [Line Items]
Compensation amount								$ 10,000

Commitments & Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriters discount	$ 3,421,250	$ 3,421,250
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash underwriting discount percentage	(2.00%)
Underwriter cash discount	$ 1,955,000
Deferred underwriting discount percentage	(3.50%)
Deferred underwriters discount	$ 3,421,250

Deferred Underwriters’ Discount (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriters discount	$ 3,421,250	$ 3,421,250
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriters discount percentage	3.50%
Deferred underwriters discount	$ 3,421,250

Temporary Equity and Stockholders’ Deficit (Details Narrative) - USD ($)	Oct. 25, 2023	Jun. 02, 2023	Apr. 10, 2023	Nov. 05, 2021	Mar. 02, 2021	Mar. 31, 2024	Dec. 31, 2023	Feb. 19, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized						2,000,000	2,000,000
Preferred stock, par value						$ 0.0001	$ 0.0001
Preferred stock, shares issued						0	0
Preferred stock, shares outstanding						0	0
Common shares, shares issued								2,443,750
Common shares, shares outstanding								2,443,750
Warrants outstanding						4,887,500	4,887,500
Fair value of warrants						$ 4,400,000
Common Stock [Member]
Class of Stock [Line Items]
Common shares, shares authorized						60,000,000
Common shares, par value						$ 0.0001
Common Class A [Member]
Class of Stock [Line Items]
Common shares, shares authorized						55,000,000	55,000,000
Common shares, par value						$ 0.0001	$ 0.0001
Common shares, shares issued						665,500	665,500
Common shares, shares outstanding						665,500	665,500
Common Class A [Member] \| IPO [Member]
Class of Stock [Line Items]
Common shares, par value				$ 0.0001
Common Class A [Member] \| Stockholders [Member]
Class of Stock [Line Items]
Number of shares redeemed, shares	452,404	1,666,080	4,493,968
Redemption price per share	$ 10.96	$ 10.76	$ 10.57
Number of shares redeemed, value	$ 4,958,347	$ 17,927,021	$ 47,501,242
Common Class A [Member] \| Representative Shares [Member]
Class of Stock [Line Items]
Common shares, shares issued						120,000
Common Class B [Member]
Class of Stock [Line Items]
Common shares, shares authorized						5,000,000	5,000,000
Common shares, par value						$ 0.0001	$ 0.0001
Common shares, shares issued						2,443,750	2,443,750
Common shares, shares outstanding						2,443,750	2,443,750
Number of shares issued services, shares					2,443,750
Number of shares issued services, value					$ 25,000
Common Class B [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Common shares, shares issued						2,443,750
Class A Common Stock subject to possible redemption [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Outstanding						3,162,548	3,162,548
Warrants [Member] \| IPO [Member]
Class of Stock [Line Items]
Warrants issued, shares				4,887,500