Fortune Rise Acquisition Corporation

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Registration Statement on Form S-1 for our initial public offering, and (ii) Proxy Statement on Schedule 14A, as filed with the SEC on OctoSeptember 23, 20234. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Nasdaq mayhas delisted our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our Our securities will continue to be,are no longer listed on Nasdaq. In order to continue listing

Because our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. On August 21, 2023, are quoted on an over-the-counter market, we received a written noticould face from the Listing Qualsignifications Department of Nasdaq indicating that we are not in compliance with Listing Rule 5450(b)(2)(A), due to our failurnt material adverse consequences, including:

The to maintain a minimum Market Value of Listed National Securities of $50 million, and on October 16, 2023 we received a written notice that we are not in compliance with Listing Rule 5450(a)(2), due to our failure to maintain a minimum of 400 Total Holders. On October 25, 2023, we transferred the listing of our securitieMarkets Improvement Act of 1996, which is a federal statute, prevents or pre-empts to the Nasdaq Capital Market, remedying the deficiency under Rule 5450(b)(2)(A), and requiring us to comply with Lististates from regulating Rule 5550(a)(3), which requires us to have at least 300 public holders (the Public Holders Rule). Nasdaq granted us an extension until April 13, 2024 (the Extension Period), to evidence compliance with the Public Holders Rule.

On April 16, 2024, we received a written notice (the Notice) from Nasdaq notifying us that we did not regain compliance with the Public Holders Rule during the Extension Period.

On April 24, 2024, we received an additional notice from Nasdaq stating that wthe sale of certain securities, which are referred to as covered securities. However, because we are not in compliance with Listing Rule 5250(f) (the Fee Payment Rule) because we had not paid certain fees to  longer listed on Nasdaq, which served as an additional basis for delisting oour securities from the Nasdaq Capital Market. The fees wdo not qualify as covere subsequently paid in full.

We timely requested a hearing (the Hearing) before an independent Hearings Panel (the Panel) regarding the Public Holders Notice. A hearing on thd securities under such statute and we matter was held on May 30, 2024. On June 11, 2024, the Panel issued written notice of its decision. In view of our substantial steps toward closing our previously announced initial business combination with Water on Demand, Inc. and y be subject to regulation in each state in which we offer our plan for achieving compliance with Nasdaq listing rules upon clossecurities, including of the transaction for listing on the Nasdaq Capital Market, the Panel granted our request for an excepin connection to the listing deficiencies with regards to the Public Holders Rule until October 14, 2024. Further, the Panels decision stated that prior to the Hearingour initial business combination, we cured our deficiency regarding the Fee Payment Rule.

We cannot assure you that we will be able to regain compliance with the Nasdaq continued listing requirements, including the Public Holders Rule or the Fee Payment Rule, or that our securities will continue to be listed on Nasdaqhich may negatively impact our ability to consummate our initial business combination.

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the applicable exchanges initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to mgaintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as covered securities. Our Units, Class A common stock and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination, which may negatively impact our ability to consummate our initial business combination.