Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
In connection with the Extension Payment, the Company issued an unsecured
promissory note (the "Note") to
The Note is 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 may be prepaid at any time, at the election of the Company.
The holder of the Note 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 holders 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)
A copy of the Note is attached as Exhibit 99.1 to this Current Report on Form 8-K and is 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 Note.
Item 3.02 Unregistered Sales of Equity Securties.
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 issuance of the Note was 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 Note.
Item 7.01 Regulation FD Dislcosure.
On
The furnishing of the press release is not an admission as to the materiality of
any information therein. The information contained in the press release is
summary information that is intended to be considered in the context of more
complete information included in the Company's filings with the
The information in this Item 7.01 of this Current Report on Form 8-K and the
press release shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the press
release shall not be incorporated by reference into any filing with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 99.1 Promissory Note, datedMay 5, 2023 , issued byFortune Rise Acquisition Corporation toWater On Demand, Inc. 99.2 Press Release datedMay 8, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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