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~~January 1230, ~~2024~~2025

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:

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	OTC Pink FRLAU	N/A

Class A Common Stock, par value $0.0001 per share	OTC Pink FRLA	N/A

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	OTC Pink FRLAW	N/A

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 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Termination~~Resignation of ~~the~~Principal ~~Merger~~Executive ~~Agreement~~Officer and Chief Financial Officer

On ~~December~~January 1230, ~~2024~~2025, ~~Fortune~~Ryan ~~Rise Acquisition Corporation~~Spick, athe ~~Delaware~~Principal Executive ~~corporation~~Officer ~~(“FRLA”)~~ and ~~Water~~Chief OnFinancial ~~Demand,~~Officer ~~Inc.~~of ~~(f/k/a~~Fortune ~~Progressive~~Rise ~~Water~~Acquisition ~~Treatment Inc.)~~Corporation, a ~~Texas~~Delaware corporation (the “~~WODI-PWT~~Company”), notified ~~mutually agreed to terminate~~ the ~~Business~~Company ~~Combination~~of ~~Agreement~~his byplans ~~and~~to ~~among~~resign ~~FRLA,~~from ~~WODI-PWT~~the ~~and~~Company ~~FRLA~~to ~~Merger Sub,~~pursue ~~Inc.,~~other ~~a Delaware corporation~~opportunities, ~~dated~~effective asimmediately. ofMr. ~~October~~Spick ~~24,~~did ~~2023~~not ~~and~~resign due ~~amended~~to onany ~~February~~disagreement 6,with ~~2024 (~~ the ~~“Business Combination Agreement”)~~Company, ~~effective~~ ~~immediately,~~its inboard ~~accordance with the provisions~~ of ~~Section~~directors ~~7.1(a)~~or ~~thereof.~~its ~~The~~management ~~Mutual~~regarding ~~Termination~~any ~~Agreement~~matters isrelating ~~included~~to asthe ~~Exhibit~~Company’s ~~10.1~~operations, topolicies ~~this~~or ~~Current Report on Form 8-K~~practices.

~~Dissolution~~Appointment of Principal Executive Officer and ~~Liquidation~~Chief ofFinancial ~~FRLA~~Officer

~~FRLA’s~~On ~~amended~~February ~~and restated certificate of incorporation (as amended~~4, ~~the “Existing Company Charter”) requires FRLA to complete its initial business combination by no later than May 5,~~ 2025, ~~provided monthly extension deposits are received in~~ the ~~trust~~Board ~~account~~of ~~for~~Directors (the “Board”) ~~benefit~~ of ~~FRLA’s stockholders. As FRLA has terminated~~ the ~~Business~~Company ~~Combination~~appointed ~~Agreement,~~Jon itPeraza ~~did~~to ~~not~~serve ~~make~~as the ~~monthly~~Company’s ~~extension~~Principal ~~deposit~~Executive ~~due~~Officer ~~December~~and ~~5, 2024; therefore,~~Chief ~~the~~Financial ~~Existing~~Officer ~~Company~~effective ~~Charter~~as ~~requires~~of ~~FRLA~~February to4, ~~and FRLA will:~~2025.

~~(i)~~Jon ~~cease~~Peraza ~~all~~has ~~operations~~served ~~except~~as ~~for~~ the ~~purpose~~Legal ofAdministrator and ~~winding~~Shareholder upServices Manager at OriginClear, Inc., a water technology company, since 2012. In this role, he oversees corporate governance, shareholder services, regulatory compliance, and financial administration. Prior to joining OriginClear, Mr. Peraza worked at Wiseman & Burke, a business and financial management company, where he gained experience in financial administration and corporate services.

~~(ii)~~The asterms ~~promptly~~and asconditions ~~reasonably~~of ~~possible~~Mr. Peraza’s ~~but~~appointment ~~not~~will ~~more~~be ~~than~~governed ~~ten~~by ~~business~~a ~~days~~consulting ~~thereafter~~agreement ~~subject~~dated toas ~~lawfully~~of ~~available~~February ~~funds therefor~~4, ~~redeem~~2025 ~~100%~~by ofand among the ~~Offering~~Company, ~~Shares~~Fortune inRise ~~consideration of a per-share price~~Sponsor, ~~payable in cash~~LLC, and ~~equal~~Mr. toPeraza (the ~~quotient~~“Consulting ~~obtained by dividing (A~~Agreement”). ~~the~~The ~~aggregate~~Consulting ~~amount~~Agreement ~~then~~provides onthat ~~deposit~~no incompensation ~~the~~will ~~Trust Account,~~be ~~including~~paid ~~interest (net of taxes payable, less up~~ to ~~$50,000~~Mr. ofPeraza by ~~such~~the ~~net~~Company. ~~interest~~The toConsulting ~~pay~~Agreement ~~dissolution~~provides ~~expenses),~~for bya ~~(B)~~term ~~the total number~~ of ~~then~~two ~~outstanding Offering Shares~~years, ~~which~~unless ~~redemption~~earlier ~~will~~terminated ~~completely~~by ~~extinguish~~either ~~rights~~party ofupon ~~the~~10 ~~Public Stockholders (including the~~business ~~right~~days’ towritten ~~receive further liquidating distributions, if any), subject to applicable law, and~~notice.

~~(iii)~~A ascopy ~~promptly~~of asthe ~~reasonably~~Consulting ~~possible following~~Agreement ~~such~~is ~~redemption,~~filed ~~subject~~as Exhibit 10.1 to ~~the~~this ~~approval~~Current ofReport ~~the~~on ~~remaining~~Form ~~stockholders~~8-K and ~~the~~is ~~Board~~incorporated inherein ~~accordance~~by ~~with~~reference. ~~applicable~~The ~~law,~~above ~~dissolve and~~description ~~liquidate,~~of ~~subject in each case to~~ the ~~Corporation’s~~Consulting ~~obligations~~Agreement contained ~~under~~herein ~~the~~is ~~DGCL~~qualified toin ~~provide~~its ~~for~~entirety ~~claims~~by ofthe ~~creditors~~full ~~and~~text ~~other requirements~~ of ~~applicable~~such ~~law~~exhibit.

~~All~~There ~~terms~~are inno ~~this~~family ~~section~~relationships between Mr. Peraza and any of the Company’s directors or other executive officers, and Mr. Peraza is not ~~defined~~a ~~herein~~party ~~shall~~to any transaction, or any ~~have~~proposed ~~the~~transaction, ~~meaning~~required ~~under~~to ~~the~~be ~~Existing~~disclosed ~~Company~~pursuant ~~Charter~~to Item 404(a) of Regulation S-K.

AsItem of December 11, 2024, after giving effect to the redemption payments required to be made in connection with FRLA’s stockholder meeting held November 4, 2024 (the “November Redemptions”), the per-share redemption price for the Class A common stock of FRLA was approximately $119.~~94 (the “Redemption Amount”), which will be further adjusted, as described below~~01. InFinancial ~~accordance~~Statements ~~with the terms of the related trust agreement, FRLA expects to retain $50,000 of the interest~~ and ~~dividend income from FRLA’s trust account to pay dissolution expenses~~Exhibits. The balance of FRLA’s trust account, including the reduction for the dissolution expenses, as of December 11, 2024, was approximately $10.0 million (after giving effect to the November Redemptions). FRLA is calculating taxes due for 2023 and 2024 that will be removed from the trust account prior to any Redemption Amount being paid to the holders of FRLA’s public shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to FRLA’s transfer agent, VStock Transfer, LLC. The number of remaining public shares of FRLA as of December 11, 2024 was 843,183.

Beneficial owners of FRLA’s public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to FRLA’s warrants, which will expire worthless.

As of December 6, 2024, FRLA ceased all operations except for those required to wind up its business.

On December 16, 2024, FRLA issued a press release announcing its termination of the Business Combination Agreement and the liquidation described in this Item 8.01. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~Mutual~~Consulting ~~Termination~~ Agreement, dated ~~December~~February 124, ~~2024.~~2025, by and between Fortune Rise Acquisition Corporation and Jon Peraza
99.1		Press Release dated December 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 16, 2024	By:	/s/ Ryan Spick
Date: February 25, 2025	By:	/s/ Jon Peraza
	Name:	~~Ryan~~Jon ~~Spick~~Peraza
	Title:	Principal Executive Officer

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