Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On June 2, 2023, Fortune Rise Acquisition Corporation, a Delaware corporation (the "Company"), filed with the Secretary of State of the State of Delaware an amendment (the "Extension Amendment") to the Company's amended and restated certificate of incorporation to amend the monthly extension amounts to be paid by Fortune Rise Sponsor LLC, a Delaware limited liability company (the "Sponsor") (or its affiliates), to extend the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company's board of directors, from an amended price per unredeemed share of Class A common stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.

The Company's stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the "Special Meeting") on June 2, 2023. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2023, at the Special Meeting, a total of 5,468,633 (or 65.17%) of the Company's issued and outstanding shares of Class A common stock and Class B common stock held of record as of May 8, 2023, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company's stockholders voted on the following proposals at the Special Meeting, each of which received sufficient votes (more than 65%) for approval. The final vote tabulation for each proposal is set forth below.

Proposal 1. To approve and adopt the Extension Amendment Proposal.





   For       Against    Abstained
5,468,633   1,385,479      203

Proposal 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.





   For       Against    Abstained
5,478,838   1,375,478       0

The Company's stockholders approved the Extension Amendment Proposal. Although the adjournment proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

In connection with the Special Meeting, stockholders holding 1,666,080 public shares of Class A common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of approximately $17,929,540. Following such redemptions, approximately $38,902,350 will be left in trust (once the redemptions are processed) and 3,614,952 public shares of Class A common stock remain outstanding. The disclosure above regarding redemptions is provided on a preliminary basis and is subject to change.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit Number                             Description
     3.1           Amendment No. 2 to the Amended and Restated Certificate of
                 Amendment dated June 2, 2023
     104         Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)








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