SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fortune Rise Sponsor LLC

(Last)

(First)

(Middle)

I/C/O FORTUNE RISE ACQUISITION CORP

48 BRIDGE STREET, BUILDING A

(Street)

METUCHEN

08840

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2021

3. Issuer Name and Ticker or Trading Symbol
Fortune Rise Acquisition Corp [ FRLAU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock⁽¹⁾	2,000,000⁽²⁾⁽³⁾	D
Class A Common Stock	505,500⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Class B common stock will automatically convert into Class A common stock on one-for-one basis, subject to certain adjustments as provided in the 2nd amended and restated certificate of incorporation of Fortune Rise Acquisition Corporation upon the consummation of an initial business combination.

2. Assuming the over-allotment option is exercised by the underwriters of the public offering of Fortune Rise Acquisition Corporation in full within 45 days of the offering, Fortune Rise Sponsor LLC may be deemed to beneficially own 2,000,000 shares of Class B Common Stock and 505,500 shares of Class A Common Stock held by Fortune Rise Sponsor LLC.

3. Fortune Rise Sponsor LLC is the record holder of the shares reported herein. Koon Keung Chan is the manager of Fortune Rise Sponsor LLC. As such. Mr. Chan may be deemed to have beneficial ownership of the shares of common stock held directly by Fortune Rise Sponsor LLC. Mr. Chan disclaims beneficial ownership over any securities owned by our sponsor in which he does not have any pecuniary interest. The amount of shares reported includes up to 318,750 shares that are subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part and does not include 54,250 shares that are transferable to certain officers and personnel of Fortune Rise Acquisition Corporation (the "Company") if the over-allotment option is exercised in full pursuant to certain securities transfer agreement dated November 2, 2021 among the reporting person and certain initial stockholders of the Company.

	/s/ Koon Keung Chan, Manager	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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