Fortune Rise Acquisition : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

As approved by its stockholders at the special meeting of stockholders held on October 25, 2023 (the "Special Meeting"), Fortune Rise Acquisition Corporation (the "Company") entered into an amendment to the Investment Management Trust Agreement, dated as of November 2, 2021 (the "Trust Agreement"), by and between the Company and Wilmington Trust, National Association ("Wilmington Trust"), on October 25, 2023 (the "Trust Amendment"). The Trust Amendment extended the initial date on which Wilmington Trust must commence liquidation of the Trust Account to up to November 5, 2024, or such earlier date as determined by the Company's board of directors (the "Board"), unless the closing of the Company's initial business combination shall have occurred, provided that Fortune Rise Sponsor LLC (the "Sponsor") (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the Company's public stockholders (the "Trust Account") the lesser of: (i) $100,000 and (ii) an aggregate amount equal to $0.05 multiplied by the number of public shares of the Company that are not redeemed, for each such one-month extension unless the closing of the Company's initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The foregoing description is qualified in its entirety by reference to the Trust Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.