United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November
4, 2024
FORTUNE
RISE ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40990 |
|
86-1850747 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
13575 58th Street North, Suite 200
Clearwater, Florida |
|
33760 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 727-440-4603
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one share of Class A Common Stock and one-half of one Warrant |
|
FRLAU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Common Stock, par value $0.0001 per share |
|
FRLA |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
FRLAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 4, 2024, Fortune
Rise Acquisition Corporation (the “Company” or “FRLA”) received a notice from the staff of the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not completed an initial business
combination within 36 months of the effective date of its registration statement in connection with its initial public offering, it was
not in compliance with Nasdaq IM 5101-2, and was therefore subject to delisting. The Company has until November 11, 2024 to request a
hearing before the Nasdaq Hearings Panel (the “Panel”), but will not request a hearing before the Panel and intends to trade
on the over the counter (OTC) market. The Company recently secured stockholder approval to extend its life by up to six months, to May
5, 2025. Trading in the Company’s securities on Nasdaq will be suspended at the opening of business on November 11, 2024, and trading
of the Company’s securities on the OTC market is expected to commence shortly thereafter. The delisting and commencement of trading
on OTC does not affect the Company’s previously announced business combination agreement with Water on Demand, Inc., as both parties
continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock
Market in connection with the completion of the business combination.
Forward-Looking Statements
Certain statements made in
this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the
Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report
on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they
relate to FRLA or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events
to differ materially from the forward-looking statements in this Current Report on Form 8-K, including FRLA’s ability to successfully
complete the business combination and FRLA’s ability to up-list on Nasdaq in connection with the completion of the business combination.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available
to, FRLA’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a
number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of FRLA,
including those set forth in the “Risk Factors” section of FRLA’s final prospectus for its initial public offering filed
with the SEC on November 3, 2021, and other documents of FRLA filed, or to be filed, with the Securities and Exchange Commission, that
could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written
or oral forward-looking statements attributable to FRLA or persons acting on its behalf are qualified in their entirety by this paragraph.
FRLA undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current
Report on Form 8-K, except as required by law.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the special meeting of stockholders held on November 4, 2024 (the “Special Meeting”), the
Company filed an amendment to its amended and restated certificate of incorporation (the “Charter”) with the Delaware Secretary
of State on November 4, 2024 (the “Charter Amendment”), to extend the date by which the Company has to consummate a business
combination for up to an additional six months, from November 5, 2024 (the “Termination Date”) to up to May 5, 2025, by electing
to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each
time after the Termination Date, until May 5, 2024 or a total of up to six months after the Termination Date, 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 (the “Extension,” and such later date, the “Extended Date”), provided that Fortune Rise Sponsor LLC (the
“Sponsor”) (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the
Company’s public stockholders (the “Trust Account”) an aggregate amount equal to $0.06 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. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached
as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On
November 4, 2024, the Company held the Special Meeting. On September 6, 2024, the record date for the Special Meeting, there were 6,271,798
shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 81.0% of which were represented in person
or by proxy at the Special Meeting.
The
final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Charter Amendment Proposal
The
stockholders approved the proposal to amend the Company’s Charter, to extend the date by which the Company has to consummate a business
combination for an additional six months, from the Termination Date to the Extended Date, provided that the Sponsor (or its affiliates
or permitted designees) will deposit into the Trust Account an aggregate amount equal to $0.06 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.
The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 5,013,179 |
|
64,034 |
|
0 |
|
– |
Item 7.01 Regulation FD Disclosure.
On November 6, 2024, the Company issued a press
release regarding the status of its business combination with Water on Demand, Inc., a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current
Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any
filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language
in such filing.
Item 8.01. Other Events.
In
connection with the votes to approve the proposals above, the holders of 2,319,365 shares of common stock of the Company properly exercised
their right to redeem their shares for cash at a redemption price of approximately $11.49 per share, for an aggregate redemption amount
of approximately $26.6 million.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Fortune Rise Acquisition Corporation |
| |
|
| Date: November 6, 2024 |
By: |
/s/ Ryan Spick |
| |
Name: |
Ryan Spick |
| |
Title: |
Principal Executive Officer |
Exhibit 3.1
AMENDMENT NO. 4 TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF FORTUNE RISE ACQUISITION CORPORATION
Pursuant to Section 242 of the Delaware General
Corporation Law
FORTUNE RISE ACQUISITION CORPORATION
(the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as
follows:
| |
1. |
The name of the Corporation is “Fortune Rise Acquisition Corporation”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 1, 2021. |
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|
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2. |
An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 28, 2021 (the “Certificate”). |
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3. |
An Amendment No. 1 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 11, 2023. |
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4. |
An Amendment No. 2 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 2, 2023. |
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5. |
An Amendment No. 3 to the Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 25, 2023. |
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|
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6. |
This Amendment No. 4 to the Amended and Restated Certificate of Incorporation (the “Amendment”), which amends provisions of the Certificate, was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). |
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7. |
Section 9.1(c) is hereby amended and restated to read in its entirety as follows: |
| |
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(c) |
In the event that the Corporation has not consummated an initial Business Combination within 36 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination by an additional six months pursuant to six one-month extensions, from November 5, 2024 until May 5, 2025, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $0.06 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension until May 5, 2025, unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a Business Combination. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2. |
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IN WITNESS WHEREOF, Fortune
Rise Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on
its behalf by an authorized officer as of this 4th day of November 2024.
FORTUNE RISE ACQUISITION CORPORATION
By: /s/ Ronald Pollack_______________
Name: Ronald Pollack
Title: Chairman of the Board
Exhibit 99.1
Announcement
Regarding the Progress of Fortune Rise Acquisition Corporation’s Proposed Business Combination with Water On Demand, Inc.
November 6, 2024 / CLEARWATER, FL — Fortune
Rise Acquisition Corporation (Nasdaq:FRLA) (“FRLA” or the “Company”) is working closely with Water On Demand Inc.
(“WODI”), a privately-held subsidiary of OriginClear, Inc. (OTC: Other:OCLN) (“OCLN”) and owner of its sponsor,
Fortune Rise Sponsor LLC (the “Sponsor”), to complete the previously announced merger which is intended to result in WODI
becoming a publicly listed company on Nasdaq pursuant to the Business Combination Agreement, dated October 23, 2023, among FRLA and WODI
(as amended from time to time, the “Business Combination Agreement”).
In a meeting held on November 4, 2024, FRLA stockholders
approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which FRLA must consummate a
de-SPAC transaction from November 5, 2024 to up to May 5, 2025. It is understood that Nasdaq rules require the delisting of any SPAC after
three years; however, the Business Combination Agreement remains in place and the process of qualifying WODI for Nasdaq continues.
In preparation for the planned delisting of FRLA
effective November 11, 2024, the Sponsor is working to ensure that FRLA trades on the OTC market in an orderly fashion, while WODI’s
own Nasdaq application for the post-combination company proceeds in an orderly fashion.
“As we near the completion of this business
combination, I wanted to express my admiration for the OCLN and WODI investors, who have stood by the process despite the delays,”
said Ron Pollack, Chairman of Fortune Rise Acquisition Corporation. “We believe we are coming to the final result of this effort,
and I want to thank all concerned”.
“With a sewer main break every other minute
in the U.S. alone, it is high time we addressed our water situation,” said Riggs Eckelberry, Chairman and CEO of OriginClear and
Water On Demand. “We intend to use the Nasdaq platform as a way to enable a real solution to water quality in the U.S. and the rest
of the world.”
About Fortune Rise Acquisition Corporation
FRLA is a blank check company incorporated in
February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses.
FRLA is a “shell company” as defined
under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. FRLA will
not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, FRLA’s
efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for
a prospective business combination target.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Safe Harbor Statement
Matters discussed in this release contain forward-looking
statements. When used in this release, the words “anticipate,” “believe,” “estimate,” “may,”
“intend,” “expect,” “plans” and similar expressions identify such forward-looking statements. Actual
results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements
contained herein.
These forward-looking statements are based largely
on the expectations of the Company and are subject to a number of risks and uncertainties. Further information on the Company’s
risk factors is contained in the Company’s quarterly and annual reports as filed with the Securities and Exchange Commission. The
Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required
under applicable law.
Contact Information:
Fortune Rise Acquisition Corporation
Ryan Spick
spickryan@gmail.com
Fortune Rise Acquisition (NASDAQ:FRLAW)
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