FORTUNE RISE ACQUISITION CORPORATION
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
· Unsecured promissory note datedNovember 23, 2022 in the principal amount of$50,000 to OriginClear, Inc., aNevada corporation and an affiliate of the Company's sponsor,Fortune Rise Sponsor, LLC , aDelaware limited liability company (the "Sponsor"); · Unsecured promissory note datedJanuary 6, 2023 in the principal amount of$25,000 toWater On Demand, Inc. , aNevada corporation and an affiliate of the Company's Sponsor ("WODI"); · Unsecured promissory note datedJanuary 9, 2023 in the principal amount of$75,000 to WODI; · Unsecured promissory note datedFebruary 15, 2023 in the principal amount of$106,920 to WODI; · Unsecured promissory note datedFebruary 28, 2023 in the principal amount of$12,500 to WODI; · Unsecured promissory note datedFebruary 28, 2023 in the principal amount of$8,500 to WODI; · Unsecured promissory note datedMarch 3, 2023 in the principal amount of$45,000 to WODI; · Unsecured promissory note datedMarch 8, 2023 in the principal amount of$12,500 to WODI; · Unsecured promissory note datedMarch 17, 2023 in the principal amount of$125,000 to WODI; and · Unsecured promissory note datedMarch 31, 2023 in the principal amount of$145,000 to WODI.
The Notes are non-interest bearing and payable (subject to the waiver against
trust provisions) on the earlier of (i) consummation of the Company's initial
business combination; and (ii) the date of the liquidation of the Company. The
principal balance of each Note may be prepaid at any time, at the election of
the Company. Each holder of the Notes has the right, but not the obligation, to
convert its Note, in whole or in part, into private shares of the Class A common
stock (the "Conversion Shares") of the Company, as described in the prospectus
of the Company (File Number 333-256511). The number of Conversion Shares to be
received by the holder in connection with such conversion shall be an amount
determined by dividing (x) the sum of the outstanding principal amount payable
to such holders by (y)
Copies of the Notes are attached as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9, and 99.10 to this Current Report on Form 8-K and are incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Notes.
Item 3.02 Unregistered Sales of
The disclosure contained in Item 2.03 in this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions were paid in connection with the issuance of the Notes.
2
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 99.1 Promissory Note, datedNovember 23, 2022 , issued byFortune Rise Acquisition Corporation to OriginClear, Inc. 99.2 Promissory Note, datedJanuary 6, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.3 Promissory Note, datedJanuary 9, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.4 Promissory Note, datedFebruary 15, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.5 Promissory Note, datedFebruary 28, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. in the principal amount of$12,500 99.6 Promissory Note, datedFebruary 28, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. in the principal amount of$8,500 99.7 Promissory Note, datedMarch 3, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.8 Promissory Note, datedMarch 8, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.9 Promissory Note, datedMarch 17, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.10 Promissory Note, datedMarch 31, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
© Edgar Online, source
