OriginClear, Inc. (OTC Other: OCLN), the Clean Water Innovation
Hub™, and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), a
Special Purpose Acquisition Company (SPAC), today announced the
filing of a registration statement on Form S-4 with the SEC which
includes a preliminary proxy statement and prospectus in connection
with the proposed business combination with OCLN subsidiary Water
On Demand (WODI), an investor-funded service offering decentralized
water management solutions and technologies to businesses and
communities, potentially without the burden of upfront capital
expenditures. WODI is a subsidiary of OriginClear, Inc. (OTC Other:
OCLN). The Registration Statement is available on the SEC’s website
at
https://www.sec.gov/Archives/edgar/data/1849294/000109690624000209/frla_s4.htm.
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Upon closing of the proposed business
combination, the combined company (the “Combined Company”) is
expected to list its common stock on Nasdaq under the new ticker
symbol “WODI”. The transaction is expected to close in the second
half of 2024 and is subject to approval by FRLA shareholders as
well as other customary closing conditions, including approval by
the Nasdaq Stock Market to list the securities of the Combined
Company. While the Registration Statement has not yet become
effective and the information contained therein is subject to
change, it provides important information about WODI, FRLA and the
proposed business combination. (Graphic: OriginClear)
Upon closing of the proposed business combination, the combined
company (the “Combined Company”) is expected to list its common
stock on Nasdaq under the new ticker symbol “WODI”. The transaction
is expected to close in the second half of 2024 and is subject to
approval by FRLA shareholders as well as other customary closing
conditions, including approval by the Nasdaq Stock Market to list
the securities of the Combined Company.
While the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about WODI, FRLA and the proposed
business combination.
On October 23, 2023, WODI entered into a Business Combination
Agreement (the "BCA") with FRLA. The transaction represents a pro
forma combined equity valuation of approximately $72 million,
assuming no further redemptions of FRLA public shares by FRLA's
public shareholders. The agreed upon acquisition valuation of WODI
is $32 million, based upon a 3.2x multiple of its 2022 revenue.
“OriginClear has retained a controlling percentage of its Water
On Demand subsidiary,” said Riggs Eckelberry, OriginClear CEO. “Our
longtime shareholders can confidently expect that the parent
company will continue to benefit greatly from any positive outcomes
of this new, consolidated company.”
Available proceeds from the business combination will be used to
develop the Water On Demand water-as-a-service network, grow the
Modular Water and Progressive Water business units, and execute an
ongoing acquisition program, which is expected to accelerate
existing growth.
A number of assumptions have been made as to purchase multiples,
net growth, synergies and other factors, and there are no
guarantees that the Combined Company will succeed in the
acquisitions and subsequent integrations of the acquired entities.
The acquisitions will prioritize network management software,
management and engineering staffing, and vertical integration
through acquisition of component fabricators.
About Fortune Rise Acquisition Corporation
Fortune Rise Acquisition Corporation (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. In
October 2023, Water On Demand and FRLA announced a business
combination to create a Nasdaq-listed company.
FRLA is a "shell company" as defined under the Securities
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.
Advisors
EF Hutton, a division of Benchmark Investments, LLC is acting as
Capital Markets Advisor in the transaction.
About Water On Demand, Inc.
Once a government monopoly, the business of treating and reusing
sewage water is going private. Local industries and communities are
now treating-in-place, helping to reduce the burden on municipal
systems and save on fast-rising water rates while also responding
to the challenge of climate change. That’s good for business and
good for sustainability. Now, the innovative fintech, Water On
Demand™, is enabling clean water to become an investable asset,
open to main street investors, with the potential for generational
royalties. OriginClear has consolidated under Water on Demand, its
Modular Water Systems, the downsized technology that businesses
need for on-site water treatment and recycling, and Progressive
Water Treatment, a 25-year veteran engineered solutions subsidiary
based in McKinney, Texas, with its Water On Demand business. This
combination adds technology and the ability to execute on larger
and more prestigious installations.
About OriginClear
OriginClear® is the Clean Water Innovation Hub™, dedicated to
launching new ventures such as Water On Demand™ and Modular Water
Systems™ – a leader in onsite, prefabricated systems made with
sophisticated materials that can last decades. Another OriginClear
subsidiary acquired in 2015, Progressive Water Treatment, helped
achieve a company-wide increase of 250% in revenues from 2021 to
2022, and has now merged with Water On Demand and Modular Water
Systems in a combination known as Water On Demand Inc., intended to
create better enterprise value for a potential merger. Get live
weekly updates every Thursday by signing up at
www.originclear.com/ceo.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For additional information on the proposed transaction, see the
registration statement on Form S-4 filed by FRLA with the SEC,
which includes a proxy statement/prospectus of FRLA, and other
documents regarding the proposed transaction with the SEC. FRLA’s
shareholders and other interested persons are advised to read the
preliminary proxy statement/prospectus and, when available, the
amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials contain important
information about WODI, FRLA and the proposed business combination.
Promptly after the Form S-4 is declared effective by the SEC, FRLA
will mail the definitive proxy statement/prospectus and a proxy
card to each shareholder entitled to vote at the meeting relating
to the approval of the business combination and other proposals set
forth in the proxy statement/prospectus. Before making any voting
or investment decision, investors and stockholders of FRLA are
urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
FRLA with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov, or by directing a request to Fortune Rise
Acquisition Corporation, 13575 58th Street North, Suite 200,
Clearwater, Florida 33760, Attention: Secretary or to
spickryan@gmail.com.
Participants in the Solicitation
WODI, FRLA and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in FRLA will be included in the
proxy statement/prospectus for the proposed business combination
when available at www.sec.gov. Information about FRLA’s directors
and executive officers and their ownership of FRLA common stock is
included in the proxy statement/prospectus pertaining to the
proposed business combination. These documents can be obtained free
of charge from the source indicated above.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding WODI’s industry and market sizes, future
opportunities for WODI and FRLA, WODI’s estimated future results
and the proposed business combination between FRLA and WODI,
including the implied enterprise value, the expected transaction
and ownership structure and the likelihood, timing and ability of
the parties to successfully consummate the proposed transaction.
Such forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in FRLA’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; the inability to
complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of FRLA’s shareholders or
WODI’s shareholders, or the failure to meet The Nasdaq Stock
Market’s initial listing standards in connection with the
consummation of the contemplated transactions; costs related to the
transactions contemplated by the definitive agreement; a delay or
failure to realize the expected benefits from the proposed
transaction; risks related to disruption of management’s time from
ongoing business operations due to the proposed transaction;
changes in the markets in which WODI competes, including with
respect to its competitive landscape, technology evolution or
regulatory changes; changes in domestic and global general economic
conditions, risk that WODI may not be able to execute its growth
strategies, including identifying and executing acquisitions; risk
that WODI may not be able to develop and maintain effective
internal controls; and other risks and uncertainties indicated in
FRLA’s final prospectus, dated November 2, 2021, for its initial
public offering, and the proxy statement/prospectus relating to the
proposed business combination, including those under “Risk Factors”
therein, and in FRLA’s other filings with the SEC. FRLA and WODI
caution that the foregoing list of factors is not exclusive.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about FRLA
and WODI or the date of such information in the case of information
from persons other than FRLA or WODI, and we disclaim any intention
or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication.
Forecasts and estimates regarding WODI’s industry and end markets
are based on sources we believe to be reliable, however there can
be no assurance these forecasts and estimates will prove accurate
in whole or in part. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
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M Public Relations Ann Pedersen (402) 547-6001
ann@mpublicrelations.com www.mpublicrelations.com
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