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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fortune Rise Acquisition Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40990 Fortune Rise Acquisition Corporation (Exact name of registrant as |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40990 Fortune Rise Acquisition Corporation The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or r |
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| February 25, 2025 |
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): January 30, 2025 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| February 25, 2025 |
Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (“Agreement”) is effective as of February 4, 2025 (the “Effective Date”) between Fortune Rise Acquisition Corp. (“SPAC”, or “Company”) and Jon Peraza (“Consultant”) and Fortune Rise Sponsor, LLC ("Sponsor"). RECITALS A. The SPAC desires to retain the Consultant to provide certain executive and financial consulting services as the interim |
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| December 16, 2024 |
Financial Statements and Exhibits, Other Events 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): December 12, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporati |
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| December 16, 2024 |
Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200 Clearwater, Florida 33760 (727) 440-4603 December 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Lauren Pierce Jeff Kauten Re: Fortune Rise Acquisition Corporation Withdrawal of Registration Statement on Form S-4 Registration No. |
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| December 16, 2024 |
Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT, dated as of December 12, 2024 (this “Agreement”), is entered into by and among Fortune Rise Acquisition Corporation, a Delaware corporation (“FRLA”), Water on Demand, Inc., a Texas corporation (the “Company” and together with FRLA, the “Parties”). WHEREAS, the Parties previously entered into that certain business combinat |
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| December 16, 2024 |
Exhibit 10.1 MUTUAL TERMINATION AGREEMENT This MUTUAL TERMINATION AGREEMENT, dated as of December 12, 2024 (this “Agreement”), is entered into by and among Fortune Rise Acquisition Corporation, a Delaware corporation (“FRLA”), Water on Demand, Inc., a Texas corporation (the “Company” and together with FRLA, the “Parties”). WHEREAS, the Parties previously entered into that certain business combinat |
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| December 16, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Termination of Business Combination Agreement with Water On Demand, Inc. and Subsequent Liquidation December 16, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company” or “FRLA”) (OTC: FRLA/FRLAU/FRLAW), announced that it did not complete its initial business combination and has mutually termin |
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| December 16, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Termination of Business Combination Agreement with Water On Demand, Inc. and Subsequent Liquidation December 16, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company” or “FRLA”) (OTC: FRLA/FRLAU/FRLAW), announced that it did not complete its initial business combination and has mutually termin |
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| December 16, 2024 |
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): December 12, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporati |
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| December 6, 2024 |
FRLA / Fortune Rise Acquisition Corporation / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 6, 2024 |
FRLA / Fortune Rise Acquisition Corporation / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| November 14, 2024 |
SC 13G/A 1 tm2428143d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, S |
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| November 14, 2024 |
FRLA / Fortune Rise Acquisition Corporation / Centiva Capital, LP Passive Investment SC 13G 1 centiva-frla93024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this St |
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| November 14, 2024 |
Exhibit 10.5 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 |
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| November 13, 2024 |
SC 13G/A 1 karpus-sch13g18886.htm KARPUS INVESTMENT MGT / FORTUNE RISE ACQUISITION - SCHEDULE 13G/A(#3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Fortune Rise Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 34969G102 (CUSIP Number) September 30, 2024 (Date of Even |
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| November 7, 2024 |
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 5, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| November 7, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives November Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination November 7, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of |
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| November 7, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 6, 2024 |
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 owne |
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| November 6, 2024 |
Amendment No. 4 to the Amended and Restated Certificate of Incorporation dated November 4, 2024 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 |
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| November 6, 2024 |
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 incorporatio |
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| November 6, 2024 |
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 incorporatio |
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| November 6, 2024 |
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 |
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| November 6, 2024 |
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 owne |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement |
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| October 31, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| October 29, 2024 |
DEFA14A 1 frladefa14a.htm ADDITIONAL DEFINITIVE PROXY MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement |
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| October 16, 2024 |
SC 13G 1 ef20037297sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of |
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| October 7, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 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 |
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| October 7, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 7, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives October Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination October 7, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of i |
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| September 26, 2024 |
As filed with the U.S. Securities and Exchange Commission on September 26, 2024 As filed with the U.S. Securities and Exchange Commission on September 26, 2024 Registration Statement No. 333-277077 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdict |
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| September 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| September 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 6, 2024 |
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): September 5, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporati |
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| September 6, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 6, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives September Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination September 6, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner |
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| August 19, 2024 |
Exhibit 10.6 First Amendment to Form of Investment Management Trust Agreement This Amendment, entered into and effective as of May 20, 2024, (“First Amendment”) is made to that Form of Investment Management Trust Agreement (the “Agreement”), by and among Fortune Rise Acquisition Corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”, together with the Company the “P |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 June 30, 2024 or ☐ 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: 0 |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 13, 2024 |
As filed with the U.S. Securities and Exchange Commission on August 12, 2024 As filed with the U.S. Securities and Exchange Commission on August 12, 2024 Registration Statement No. 333-277077 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction |
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| August 7, 2024 |
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): August 5, 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) |
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| August 7, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 7, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives August Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination August 7, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its |
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| July 8, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 8, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives July Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination July 8, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its spo |
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| July 8, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 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) ( |
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| July 3, 2024 |
As filed with the U.S. Securities and Exchange Commission on July 2, 2024 As filed with the U.S. Securities and Exchange Commission on July 2, 2024 Registration Statement No. 333-277077 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of |
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| June 13, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 11, 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) |
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| June 10, 2024 |
FRLA / Fortune Rise Acquisition Corporation / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-frla053124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortune Rise Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) June 2, 2023 (Date of Event Which Requires Filing of this Stat |
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| June 6, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 6, 2024 |
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): June 5, 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) ( |
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| June 6, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives June Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination June 6, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its spo |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, |
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| May 15, 2024 |
Exhibit 10.6 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 |
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| May 15, 2024 |
Exhibit 10.3 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 |
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| May 15, 2024 |
Exhibit 10.9 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 |
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| May 15, 2024 |
Exhibit 10.5 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 |
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| May 15, 2024 |
Exhibit 10.8 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 |
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| May 15, 2024 |
Exhibit 10.12 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 |
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| May 15, 2024 |
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 |
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| May 15, 2024 |
Exhibit 10.11 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 |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 or ☐ 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: |
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| May 7, 2024 |
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): May 6, 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) (C |
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| May 7, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 7, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives May Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination May 7, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its spons |
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| April 29, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 24, 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) |
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| April 22, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 16, 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) |
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| April 8, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 8, 2024 |
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): April 5, 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) |
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| April 8, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives April Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination April 8, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its s |
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| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER 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 |
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| April 1, 2024 |
Exhibit 97.1 FORTUNE RISE ACQUISITION CORPORATION Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Fortune Rise Acquisition Corporation (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt ac |
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| April 1, 2024 |
Description of Company’s Securities Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our Amended and Restated Certificate of Incorporation, our authorized capital stock consists of 55,000,000 shares of Class A common stock, $0.0001 par value, 5,000,000 shares of Class B common stock, $0.0001 par value, and 2,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of |
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| March 6, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives March Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination March 6, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of its s |
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| March 6, 2024 |
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): March 5, 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) |
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| March 6, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 15, 2024 |
Filed by Fortune Rise Acquisition Corporation pursuant to Filed by Fortune Rise Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fortune Rise Acquisition Corporation (SEC File No. |
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| February 14, 2024 |
SC 13G/A 1 p24-0280sc13ga.htm FORTUNE RISE ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2023 (Date of Event Which Require |
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| February 14, 2024 |
Consent of Taron Lexton to be named as a director nominee. CONSENT TO REFERENCE IN PROXY STATEMENT PROSPECTUS February 14, 2024 Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200, Clearwater, Florida 33760 In connection with the filing by Fortune Rise Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. |
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| February 14, 2024 |
Consent of Jean-Louis Kindler to be named as a director nominee. CONSENT TO REFERENCE IN PROXY STATEMENT PROSPECTUS February 14, 2024 Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200, Clearwater, Florida 33760 In connection with the filing by Fortune Rise Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. |
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| February 14, 2024 |
Consent of Stephen Hall to be named as a director nominee. CONSENT TO REFERENCE IN PROXY STATEMENT PROSPECTUS February 14, 2024 Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200, Clearwater, Florida 33760 In connection with the filing by Fortune Rise Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. |
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| February 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-4 ………….. (Form Type) Fortune Rise Acquisition Corporation ……………………………………………………..… (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pr |
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| February 14, 2024 |
SC 13G 1 lighthouse-frla123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 14, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 14, 2024 As filed with the U.S. Securities and Exchange Commission on February 14, 2024 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation or or |
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| February 14, 2024 |
Consent of Leslie Brock to be named as a director nominee. CONSENT TO REFERENCE IN PROXY STATEMENT PROSPECTUS February 14, 2024 Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200, Clearwater, Florida 33760 In connection with the filing by Fortune Rise Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. |
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| February 14, 2024 |
Consent of T. Riggs Eckelberry to be named as a director nominee. CONSENT TO REFERENCE IN PROXY STATEMENT PROSPECTUS February 14, 2024 Fortune Rise Acquisition Corporation 13575 58th Street North, Suite 200, Clearwater, Florida 33760 In connection with the filing by Fortune Rise Acquisition Corporation (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in the Registration Statement and any and all amendments and supplements thereto. |
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| February 13, 2024 |
SC 13G/A 1 karpus-sch13g18788f.htm KARPUS INVESTMENT MGT / FORTUNE RISE ACQUISITION - SCHEDULE 13G/A(#2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Fortune Rise Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2023 (Date of Even |
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| February 9, 2024 |
US34969G1022 / Fortune Rise Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d37103dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortune Rise Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing o |
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| February 7, 2024 |
Exhibit 2.1 AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of February 6, 2024, to the Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), is by and between Fortune Rise Acquisition Corporation, a Delaware corporation (together with its successors, “FRLA”) and Water on Demand, Inc., a Texas co |
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| February 7, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 6, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| February 7, 2024 |
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): February 6, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| February 7, 2024 |
Exhibit 2.1 AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of February 6, 2024, to the Business Combination Agreement, dated as of October 24, 2023 (the “Business Combination Agreement”), is by and between Fortune Rise Acquisition Corporation, a Delaware corporation (together with its successors, “FRLA”) and Water on Demand, Inc., a Texas co |
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| February 6, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 6, 2024 |
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): February 5, 2024 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| February 6, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives February Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination February 6, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, |
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| January 8, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| January 8, 2024 |
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): January 5, 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 |
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| January 8, 2024 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives January Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination January 8, 2024 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of i |
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| December 22, 2023 |
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): December 22, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporati |
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| December 22, 2023 |
Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (“Agreement”) is effective as of December 22, 2023 (the “Effective Date”) between Fortune Rise Acquisition Corp. (“SPAC”, or “Company”) and Dream Builder Group - Ryan Spick, Principal (“Consultant”). RECITALS A. The SPAC desires to retain the Consultant to provide certain executive and financial consulting services as the interim Principa |
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| December 7, 2023 |
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): December 6, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| December 7, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 7, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives December Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination December 7, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of |
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| December 7, 2023 |
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): December 6, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| November 20, 2023 |
Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 13, 2023, by, between, and among Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and its sole member, Water On Demand, Inc., a Nevada corporation (“WODI”), and [●] (“Indemnitee”). RECITALS |
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| November 20, 2023 |
Exhibit 10.9 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 |
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| November 20, 2023 |
Exhibit 10.8 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 |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| November 20, 2023 |
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 |
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| November 20, 2023 |
Exhibit 10.4 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 |
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| November 20, 2023 |
Exhibit 10.6 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 |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 7, 2023 |
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 6, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| November 7, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 7, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Receives November Monthly Extension From Sponsor Affiliate to Complete its Initial Business Combination November 7, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and owner of |
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| October 27, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of October 25, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Fortune Rise Acquisition Corporation (the “Company”) and Wilmington Trust, National Association, a national banking association, as trustee (“Trustee”). All terms used |
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| October 27, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| October 27, 2023 |
Amendment No. 3 to the Amended and Restated Certificate of Incorporation dated October 25, 2023 Exhibit 3.1 AMENDMENT NO. 3 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 |
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| October 24, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT By, Between, and Among FORTUNE RISE ACQUISITION CORPORATION FRLA MERGER SUB, INC. and WATER ON DEMAND, INC. Dated as of October 24, 2023 1 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 7 Section 1.1 Definitions. 7 ARTICLE II THE MERGER 24 Section 2.1 Closing Transactions. 24 Section 2.2 Closing of the Transactions Contemplated by this Agreement. 26 Sect |
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| October 24, 2023 |
Exhibit 99.1 OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Announce Business Combination to Create Nasdaq-Listed Company Business combination expected to close in Q2 2024. Metuchen, NJ and Clearwater, FL – October 24, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, today announced that FRLA |
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| October 24, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| October 24, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT By, Between, and Among FORTUNE RISE ACQUISITION CORPORATION FRLA MERGER SUB, INC. and WATER ON DEMAND, INC. Dated as of October 24, 2023 1 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 7 Section 1.1 Definitions. 7 ARTICLE II THE MERGER 24 Section 2.1 Closing Transactions. 24 Section 2.2 Closing of the Transactions Contemplated by this Agreement. 26 Sect |
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| October 24, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 24, 2023 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of October 24, 2023, is made by and among Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Fortune Rise Acquisition Corporation, a Delaware corporation (“FRLA”), and Water on Demand, Inc., a Texas corporation (the “Company”). The Sponsor, FRLA and the Company shall be ref |
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| October 24, 2023 |
Exhibit 99.1 OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Announce Business Combination to Create Nasdaq-Listed Company Business combination expected to close in Q2 2024. Metuchen, NJ and Clearwater, FL – October 24, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, today announced that FRLA |
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| October 24, 2023 |
Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of October 24, 2023, is made by and among Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Fortune Rise Acquisition Corporation, a Delaware corporation (“FRLA”), and Water on Demand, Inc., a Texas corporation (the “Company”). The Sponsor, FRLA and the Company shall be ref |
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| October 20, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| October 5, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| October 5, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Sixth One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination October 5, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and |
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| October 5, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| September 28, 2023 |
Exhibit 99.1 In Amended Letter Of Intent, OriginClear’s Water On Demand and Fortune Rise Acquisition Corporation Nominate A New Target For Merger Non-binding agreement sets basis for further negotiations. Metuchen, NJ and Clearwater, FL – September 28, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, announce that F |
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| September 28, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 28, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporat |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| September 6, 2023 |
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): September 5, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporati |
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| September 6, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 6, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Fifth One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination September 6, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) an |
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| August 25, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): August 21, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 June 30, 2023 or ☐ 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: 0 |
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| August 7, 2023 |
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): August 4, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| August 7, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 7, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Fourth One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination August 7, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) and |
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| July 27, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Hiring of Richard Brand as Principal Executive Officer and Chief Financial Officer and Engagement of Nelson Mullins July 27, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA”) today announced that it has recently hired Richard A. Brand as Principal Executive Officer and Chief Financial Officer and has ret |
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| July 27, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| July 19, 2023 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces Additional One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination July 19, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) a |
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| July 19, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 19, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) ( |
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| July 19, 2023 |
Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (“Agreement”) is effective as of July 14, 2023 (the “Effective Date”) between Fortune Rise Acquisition Corp. (“SPAC”, or “Company”) and AllFor LLC, Richard Brand, Originator (“Consultant”). RECITALS A. The SPAC desires to retain the Consultant to provide certain executive and financial consulting services as the Principal Executive Office |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Fortune Rise Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 34969G102 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| June 6, 2023 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 6, 2023 |
Exhibit 99.2 Fortune Rise Acquisition Corporation Announces Additional One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination June 6, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. (OTC: Other: OCLN) (“OCLN”) an |
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| June 6, 2023 |
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 June 5, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) (C |
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| June 5, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) June 2, 2023 (Date of Event which Requires Filing of this Statement) C |
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| June 2, 2023 |
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 June 2, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) (C |
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| June 2, 2023 |
Amendment No. 2 to the Amended and Restated Certificate of Incorporation dated June 2, 2023 EX-3.1 2 fortuneex0301.htm AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CERTIFICATE OF AMENDMENT FILED JUNE 2, 2023 Exhibit 3.1 AMENDMENT NO 2 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORTUNE RISE ACQUISITION CORPORATION June 2, 2023 Fortune Rise Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ 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: |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| May 15, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-40990 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Trans |
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| May 8, 2023 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 8, 2023 |
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 May 5, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) (Co |
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| May 8, 2023 |
Exhibit 99.2 Fortune Rise Acquisition Corporation Announces Additional One-Month Extension Received From Sponsor Affiliate to Complete its Initial Business Combination May 8, 2023 | CLEARWATER, FL – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (“FRLA” or the “Company”) today announced that an affiliate of its sponsor, Fortune Rise Sponsor LLC (the “Sponsor”), has deposited the required $330 |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 21, 2023 |
Exhibit 99.3 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 |
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| April 21, 2023 |
Exhibit 99.10 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 |
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| April 21, 2023 |
Exhibit 99.8 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 |
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| April 21, 2023 |
Exhibit 99.2 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 |
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| April 21, 2023 |
Exhibit 99.6 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 |
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| April 21, 2023 |
Exhibit 99.4 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 |
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| April 21, 2023 |
Exhibit 99.5 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 |
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| April 21, 2023 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 21, 2023 |
Exhibit 99.7 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 |
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| April 21, 2023 |
Exhibit 99.9 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 |
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| April 21, 2023 |
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 April 17, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) April 13, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| April 14, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| April 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) April 13, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| April 13, 2023 |
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 April 10, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| April 13, 2023 |
Amendment No. 1 to the Amended and Restated Certificate of Incorporation dated April 11, 2023 Exhibit 3.1 AMENDMENT NO 1 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORTUNE RISE ACQUISITION CORPORATION State of Delaware Secretary of State Division of Corporations Delivered 02:33 PM 04/11/2023 FILED 02:33 PM 04/11/2023 SR 20231388885 - File Number 4931571 April 10, 2023 Fortune Rise Acquisition Corporation, a corporation organized and existing under the laws of the State of |
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| April 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ¨ TRANSITION REPORT UNDER 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 |
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| March 31, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-40990 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Tr |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 22, 2023 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 22, 2023 |
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 March 16, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 7, 2023 |
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 March 1, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) ( |
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| February 14, 2023 |
SC 13G 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / FORTUNE RISE ACQUISITION - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Fortune Rise Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2022 (Date of Event Whi |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 13, 2023 |
US34969G1022 / Fortune Rise Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d376290dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this State |
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| February 7, 2023 |
Exhibit 99.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 7, 2023 |
Exhibit 99.2 Fortune Rise Acquisition Corporation and OriginClear Agree to Further Extend Period to Consummate Merger In a non-binding LOI, Fortune Rise recently proposed to acquire Water On Demand, Inc. Metuchen, NJ and Clearwater, FL – February 7, 2023 – Fortune Rise Acquisition Corporation (Nasdaq: FRLA) (the “Company” or “FRLA”) and OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation |
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| February 7, 2023 |
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 February 6, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortune Rise Acquisition Corporation (Name of Issuer) Units, each consisting of one share of Class A common stock and one-half of one warrant (Title of Class of Securities) 34969G201 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE |
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| January 5, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 January 5, 2023 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporation) |
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| January 5, 2023 |
Exhibit 99.1 OriginClear?s Water On Demand Subsidiary Signs Letter of Intent to Merge With Fortune Rise Acquisition Corporation Non-binding agreement sets basis for negotiations. Metuchen, NJ and Clearwater, FL ? January 5, 2023 ? Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub?, announce that OriginClear?s subsidiary, Water |
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| December 29, 2022 |
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 December 22, 2022 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of incorporatio |
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| November 15, 2022 |
NT 10-Q 1 tm2223963d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨Form10-K ¨ Form 20-F ¨ Form 11-K xForm 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo |
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| November 15, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 4, 2022 |
EX-10.3 4 tm2229723d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 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 |
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| November 4, 2022 |
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 November 4, 2022 (November 1, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdicti |
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| November 4, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 4, 2022 |
EX-10.2 3 tm2229723d1ex10-2.htm EXHIBIT 10.2 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 |
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| November 4, 2022 |
EX-99.1 5 tm2229723d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fortune Rise Acquisition Corporation Confirms to Extend Period to Consummate Initial Business Combination Metuchen, NJ, November 1, 2022 /PRNewswire/- Fortune Rise Acquisition Corporation (NASDAQ: FRLAU) (the “Company”), announced today that it plans to deposit an aggregate of $977,500 (the “Extension Payment”) into the Company’s trust acco |
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| October 17, 2022 |
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 October 14, 2022 (October 12, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdicti |
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| October 17, 2022 |
Exhibit 16.1 October 14, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Fortune Rise Acquisition Corporation under Item 4.01 of its Form 8-K dated October 12, 2022. We agree with the statements concerning our firm in such Form 8-K; we have no basis to and, therefore, do not agree or disagree with the other stat |
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| August 9, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 20, 2022 |
Exhibit 2.1 Termination Agreement Date: July 19, 2022 Pursuant to Section 11.01(a) of a certain Agreement and Plan of Merger dated April 26, 2022, by and among Fortune Rise Acquisition Corporation, Sigma Merger Sub Inc., Gamma Merger Sub Inc., VCV Power Sigma, Inc., VCV Power Gamma, Inc., and Yuan (Jerry) Tang. (the ?Merger Agreement? ), the Parent and the Companies mutually agree to terminate the |
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| July 20, 2022 |
Exhibit 2.1 Termination Agreement Date: July 19, 2022 Pursuant to Section 11.01(a) of a certain Agreement and Plan of Merger dated April 26, 2022, by and among Fortune Rise Acquisition Corporation, Sigma Merger Sub Inc., Gamma Merger Sub Inc., VCV Power Sigma, Inc., VCV Power Gamma, Inc., and Yuan (Jerry) Tang. (the ?Merger Agreement? ), the Parent and the Companies mutually agree to terminate the |
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| July 20, 2022 |
425 1 tm2221219d18k.htm 425 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 July 19, 2022 (July 19, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (Sta |
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| July 20, 2022 |
Financial Statements and Exhibits, Termination of a Material Definitive Agreement 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 July 19, 2022 (July 19, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or other jurisdiction of |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 2, 2022 |
EX-99.1 5 tm2213721d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 VCV Digital Technology to Become Publicly Traded Via Business Combination with Fortune Rise Acquisition Corporation · VCV Digital Technology is an emerging U.S.-based digital assets company providing computing infrastructure for Crypto/Web3 networks to help accelerate adoption of digital asset mining solutions · Combined company to have an |
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| May 2, 2022 |
May 2022 VCV Digital Technology, Inc. Investor Presentation Exhibit 99.2 May 2022 VCV Digital Technology, Inc. Investor Presentation This Presentation (this ?Presentation?) is for information purposes only and has been prepared with respect to the proposed b usi ness combination (the ?Business Combination?) between Fortune Rise Acquisition Corp. (?FRLA?) and VCV Power Sigma, Inc. (?Sigma?) and VCV Power Gam ma, Inc. (?Gamma? and, together with Sigma, the ? |
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| May 2, 2022 |
May 2022 VCV Digital Technology, Inc. Investor Presentation Exhibit 99.2 May 2022 VCV Digital Technology, Inc. Investor Presentation This Presentation (this ?Presentation?) is for information purposes only and has been prepared with respect to the proposed b usi ness combination (the ?Business Combination?) between Fortune Rise Acquisition Corp. (?FRLA?) and VCV Power Sigma, Inc. (?Sigma?) and VCV Power Gam ma, Inc. (?Gamma? and, together with Sigma, the ? |
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| May 2, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FORTUNE RISE ACQUISITION CORPORATION, SIGMA MERGER SUB INC., GAMMA MERGER SUB INC., VCV POWER SIGMA, INC., VCV POWER GAMMA, INC. and Yuan (Jerry) Tang dated as of April 26, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.01 The Mergers 2 1.02 Effect on Capital Stock 3 1.03 Organizational Documents 6 1.04 Direc |
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| May 2, 2022 |
EX-10.2 4 tm2213721d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of April 26, 2022, by and among (i) Fortune Rise Acquisition Corporation, a Delaware corporation (the “Parent”), (ii) VCV Power Sigma, Inc., a Delaware corporation (“Sigma”), (iii) VCV Power Gamma, Inc., a Delaware corporation (“Gamma” and, together with |
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| May 2, 2022 |
Exhibit 10.1 Execution Version VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made as of April 26, 2022, by and among (i) Fortune Rise Acquisition Corporation, a Delaware corporation (the ?Parent?), (ii) VCV Power Sigma, Inc., a Delaware corporation (?Sigma?), (iii) VCV Power Gamma, Inc., a Delaware corporation (?Gamma? and, together with Sigma, the ?Companies? and each individually, |
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| May 2, 2022 |
8-K 1 tm2213721d18k.htm FORM 8-K 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 May 2, 2022 (April 26, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 |
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| May 2, 2022 |
EX-10.2 4 tm2213721d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of April 26, 2022, by and among (i) Fortune Rise Acquisition Corporation, a Delaware corporation (the “Parent”), (ii) VCV Power Sigma, Inc., a Delaware corporation (“Sigma”), (iii) VCV Power Gamma, Inc., a Delaware corporation (“Gamma” and, together with |
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| May 2, 2022 |
EX-2.1 2 tm2213721d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FORTUNE RISE ACQUISITION CORPORATION, SIGMA MERGER SUB INC., GAMMA MERGER SUB INC., VCV POWER SIGMA, INC., VCV POWER GAMMA, INC. and Yuan (Jerry) Tang dated as of April 26, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 1.01 The Mergers 2 1.02 Effect on Capital Stock 3 |
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| May 2, 2022 |
Exhibit 10.1 Execution Version VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made as of April 26, 2022, by and among (i) Fortune Rise Acquisition Corporation, a Delaware corporation (the ?Parent?), (ii) VCV Power Sigma, Inc., a Delaware corporation (?Sigma?), (iii) VCV Power Gamma, Inc., a Delaware corporation (?Gamma? and, together with Sigma, the ?Companies? and each individually, |
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| May 2, 2022 |
EX-99.1 5 tm2213721d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 VCV Digital Technology to Become Publicly Traded Via Business Combination with Fortune Rise Acquisition Corporation · VCV Digital Technology is an emerging U.S.-based digital assets company providing computing infrastructure for Crypto/Web3 networks to help accelerate adoption of digital asset mining solutions · Combined company to have an |
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| May 2, 2022 |
425 1 tm2213721d18k.htm FORM 8-K 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 May 2, 2022 (April 26, 2022) Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 |
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| April 22, 2022 |
10-K/A 1 tm2213333d110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER 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 CORPO |
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| February 17, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 14, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G201 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 9, 2022 |
Yakira Capital Management, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corporation (Name of Issuer) Units, each consisting of one share of Class A common stock and one-half of one warrant (Title of Class of Securities) 34969G201 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 1555 POST ROAD EAST, SUITE 202, |
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| January 12, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Fortune Rise Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 34969G102 ( |
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| December 27, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2136168-18k.htm FORM 8-K 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 December 27, 2021 Date of Report (Date of earliest event reported) FORTUNE RISE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-40990 86-1850747 (State or o |
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| December 27, 2021 |
Exhibit 99.1 Fortune Rise Acquisition Corporation Announces the Separate Trading of its Class A Common Stock Shares and Warrants, Commencing December 27, 2021 NEW YORK, Dec. 22, 2021 /PRNewswire/ - Fortune Rise Acquisition Corporation (NASDAQ: FRLAU) (the ?Company?), a newly organized blank check company incorporated as a Delaware business company and led by Chief Executive Officer and Director Le |
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| December 17, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fortune Rise Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 34969G201 (CUSIP Number) December 7, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| November 12, 2021 |
EX-99.1 2 tm2132476d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Index to Financial Statement Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 5, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Fortune Rise Acquisition Corporation Opinion on the Financial Statement W |
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| November 12, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2132476d18k.htm FORM 8-K 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 12, 2021 (November 5, 2021) FORTUNE RISE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40990 86 |
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| November 9, 2021 |
Joint Filig Agreement, dated November 8, 2021. EX-7.2 2 tm2132364d1ex7-2.htm EXHIBIT 7.2 Exhibit 7.2 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A common stock, par value of US$0.0001 per share of Fortune Rise Acquisition Corporation, a Delaware corporation whose principal place of business is in Metuchen, New Jersey shall be filed on behalf of the undersigned. November |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 FORTUNE RISE ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0. |
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| November 9, 2021 |
Feis Lawrence Michael - SCHEDULE 13G Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 8, 2021 |
8-K/A 1 tm2132307d18k-a.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 2, 2021 FORTUNE RISE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40990 86-1850747 (St |
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| November 5, 2021 |
Exhibit 1.1 8,500,000 Units Fortune Rise Acquisition Corporation UNDERWRITING AGREEMENT November 2, 2021 Fortune Rise Acquisition Corporation 48 Bridge Street, Building A Metuchen, New Jersey 08840 US Tiger Securities, Inc. EF Hutton, division of Benchmark Investments, LLC As Representatives of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fortune Rise Acquisit |
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| November 5, 2021 |
EX-10.4 8 tm2131979d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc. (“US Tiger”) and EF Hutton |
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| November 5, 2021 |
EX-10.2 4 tm2132043d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECURITIES TRANSFER AGREEMENT This Securities Transfer Agreement is dated as of November 2, 2021 (this “Agreement”), by and among Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”). WHEREAS, the Seller is a spo |
