Fortune Rise Acquisition Corporation and OriginClear, the Clean Water Innovation Hub™, announce that OriginClear’s subsidiary, Water On Demand has executed a Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware special purpose acquisition corporation under which FLRA proposes to acquire all the outstanding securities of Water on Demand, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.
The parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition. pursuant to the LOI, it is proposed that FLRA will acquire 100% of the outstanding equity securities of WODI, including all shares of common stock, preferred stock, outstanding options and warrants. In return, WODI equity holders will receive shares of common stock of FLRA and any outstanding options and warrants will be assumed by FLRA in accordance with their terms.
Subject to meeting NASDAQ quantitative and qualitative listing requirements, upon the closing of the business combination, the newly-combined entity will trade publicly on Nasdaq under a new trading symbol.
The precise structure of the business combination, including the proportion of stock and/or cash consideration paid to the WODI equity holders, will be negotiated to meet the needs of all parties including management of WODI and key equity holders.
Recently, Water On Demand announced that it closed the acquisition of the equity interests of Fortune Rise Sponsor, LLC, a Delaware limited liability company, which is the sponsor of FRLA.
FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
FRLA is a "shell company" as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. FRLA will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, FRLA’s efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for a prospective business combination target.