Form 8-K - Current report

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 incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

13575 58th Street North, Suite 200 Clearwater, Florida		33760
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 727-440-4603

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant		FRLAU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		FRLA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		FRLAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 1.01

Entry Into a Material Definitive Agreement.

  

As previously announced on October 24, 2023, Fortune Rise Acquisition Corporation (“FRLA”), a Delaware corporation, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) with FRLA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FRLA (the “Merger Sub”) and Water on Demand, Inc., a Texas corporation (the “Company”).

 

On February 6, 2024, FRLA and the Company entered into Amendment No. 1 to the BCA (the “Amendment”). The Amendment amends the BCA to delete Section 6.1(g), which requires FRLA to have at least $5,000,001 of net tangible assets immediately after the Effective Time (as defined in the BCA), and amends certain Company Disclosure Schedules.

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number		Description
2.1#		Amendment No. 1 to Business Combination Agreement, by and between, Fortune Rise Acquisition Corporation, Water on Demand, Inc., and FRLA Merger Sub, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

#	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Fortune Rise Acquisition Corporation
Date: February 7, 2024	By:	/s/ Ryan Spick
	Name:	Ryan Spick
	Title:	Principal Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 corporation (the “Company”). FRLA and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.

 

WHEREAS, Section 8.3 of the Business Combination Agreement provides for the amendment of the Business Combination Agreement only by execution of a written instrument signed by FRLA and the Company; and

 

WHEREAS, FRLA and the Company desire to amend the Business Combination Agreement as set forth below.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

 

ARTICLE I

AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT

 

1.

Delete Section 6.1(g). Section 6.1(g) of the Business Combination Agreement is hereby deleted.

 

2.

Disclosure Schedules. Section 3.2(a) and Section 5.1(b) of the Company’s Disclosure Schedules have been amended as set forth on Exhibit A.

 

3.

Consent. In accordance with Section 5.1(b), FRLA hereby consents to the issuance of the Warrants as set forth on Section 5.1(b) of the Company’s Disclosure Schedule as amended and set forth on Exhibit A.

 

 

ARTICLE II

MISCELLANEOUS

 

1. No Further Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement or any of the documents referred to therein.

  

2. Effect of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby.

 

3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of Delaware without regard to the conflict of laws principles thereof. All Proceedings arising out of or relating to this Amendment shall be heard and determined exclusively in the Court of Chancery of the State of Delaware located in Wilmington, Delaware (and in the absence of jurisdiction, the Parties consent to be subject to the jurisdiction of the United States District Court for the District of Delaware or any other state court located in Wilmington, Delaware).

 

 

 

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4. Severability. In case any provision in this Amendment shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

 

5. Counterparts. This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

[Signature Pages Follow]

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	FRLA:
	FORTUNE RISE ACQUISITION CORPORATION
	By:	/s/ Ryan Spick
		Name: Ryan Spick
		Title:  Principal Executive Officer

 

 

	The Company:
	WATER ON DEMAND, INC.
	By:	/s/ T. Riggs Eckelberry
		Name: T. Riggs Eckelberry
		Title:  Chief Executive Officer

 

 

 

 

 

 

 

 

[Signature Page to Amendment No. 1 to the Business Combination Agreement]

 

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