Fortune Rise Acquisition Corporation filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, on April 16, 2024, Fortune Rise Acquisition Corporation (the “Company”) received a written notice (the “Public Holders Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market (the “Public Holders Rule”).
On April 24, 2024, the Company received an additional notice (the “Fee Payment Notice”) from the Staff stating that the Company was not in compliance with Nasdaq Listing Rule 5250(f) (the “Fee Payment Rule”) because it had not paid certain fees to Nasdaq, which served as an additional basis for delisting the Company’s securities from the Nasdaq Capital Market. The fees were subsequently paid in full.
The Company timely requested a hearing (the “Hearing”) before an independent Hearings Panel (the “Panel”) regarding the Public Holders Notice. A hearing on the matter was held on May 30, 2024.
On June 11, 2024, the Panel issued written notice of its decision. In view of the Company’s substantial steps toward closing its previously announced initial business combination with Water on Demand, Inc. and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on the Nasdaq Capital Market, the Panel granted the Company’s request for an exception to the listing deficiencies with regards to the Public Holders Rule until October 14, 2024. Further, the Panel’s decision stated that prior to the Hearing, the Company cured its deficiency regarding the Fee Payment Rule.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to FRLA or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including FRLA’s ability to resolve the deficiency under the Public Holders Notice and regain compliance with the Public Holders Rule. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, FRLA’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of FRLA, including those set forth in the “Risk Factors” section of FRLA’s final prospectus for its initial public offering filed with the SEC on November 3, 2021, and other documents of FRLA filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to FRLA or persons acting on its behalf are qualified in their entirety by this paragraph. FRLA undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
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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: June 13, 2024 | By: | /s/ Ryan Spick |
| Name: | Ryan Spick | |
| Title: | Principal Executive Officer | |
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