United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 19, 2022 (
Date of Report (Date of earliest event reported)
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Item 1.02. Termination of Material Definitive Agreement
On April 26, 2022, Fortune Rise Acquisition Corporation (“FRLA” or the “Parent”), Sigma Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of FRLA (“Sigma Merger Sub”), Gamma Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of FRLA (“Gamma Merger Sub” and, together with Sigma Merger Sub, “Merger Subs” and each, a “Merger Sub”), VCV Power Sigma, Inc., a Delaware corporation (“Sigma”), and VCV Power Gamma, Inc., a Delaware corporation (“Gamma” and, together with Sigma, the “Companies” and each individually, a “Company”), and Yuan (Jerry) Tang (“Jerry Tang”), in his capacity as the representative for stockholders of both Companies and for certain limited purposes under Section 5.13 thereunder, entered into an Agreement and Plan of Merger (the “Merger Agreement”).
On July 19, 2022, pursuant to Section 11.01(a) of the Merger Agreement, the Parent and the Companies entered into a termination agreement (the “Termination Agreement”) and mutually agreed to terminate the Merger Agreement and the transaction contemplated thereby may be abandoned, effective immediately.
A copy of the Termination Agreement is filed with this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Termination Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 2.1 | Termination Agreement, dated as of July 19, 2022, by and among Fortune Rise Acquisition Corporation, VCV Power Sigma, Inc., and VCV Power Gamma, Inc. |
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: July 19, 2022 | By: /s/ Yuanmei Ma |
| Name: Yuanmei Ma | |
| Title: Chief Financial Officer |