Non-binding agreement sets basis for further
negotiations.
Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and
OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation
Hub™, announce that FRLA and OriginClear subsidiary, Water On
Demand Inc. (WODI), currently the sponsor of FRLA, have agreed to
nominate a new target for acquisition by FRLA. The new target is
Progressive Water Treatment Inc., a Texas corporation (PWT). PWT
recently merged with WODI.
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Fortune Rise Acquisition Corporation
(Nasdaq: FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean
Water Innovation Hub™, announce that FRLA and OriginClear
subsidiary, Water On Demand Inc., currently the sponsor of FRLA,
have agreed to nominate a new target for acquisition by FRLA. The
new target is Progressive Water Treatment Inc., a Texas corporation
(PWT). PWT recently merged with WODI. (Graphic: OriginClear)
“Progressive Water Treatment is a target with both a lengthy
operating history and significantly increased revenue since 2021,”
said Riggs Eckelberry, OriginClear CEO and Chairman of Water On
Demand. “We believe, and the Board of FRLA agrees, that the
combination of Progressive Water Treatment with Water On Demand and
its Modular Water Systems business unit creates compelling value
for the intended merger.”
Accordingly, the Letter of Intent (“LOI”) executed January 5,
2023 with WODI has been amended to designate PWT as the new target
of the acquisition. Under the revised/amended LOI, FRLA proposes to
acquire all the outstanding securities of PWT, 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 FRLA will
acquire 100% of the outstanding equity securities of PWT, including
all shares of common stock, preferred stock, outstanding options
and warrants. In return, PWT equity holders will receive shares of
common stock of FRLA and any outstanding options and warrants will
be assumed by FRLA 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 anticipates trading publicly on Nasdaq under
a new trading symbol.
The precise structure of the business combination, including the
allocation of stock and/or cash consideration paid to the PWT
equity holders, will be negotiated to meet the needs of all parties
including management of PWT and key equity holders.
About 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.
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 Progressive Water Treatment and Water on Demand
Once a government monopoly, clean water is going private. Local
industries and communities are now treating and recycling their own
water, 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. In
2023, OriginClear contributed its Modular Water Systems division to
give Water On Demand the downsized technology that businesses need
for on-site water treatment and recycling. Later in 2023,
OriginClear contributed Progressive Water Treatment, a 25-year
veteran engineered solutions subsidiary based in McKinney, Texas,
adding the ability to execute on larger and more prestigious
installations. “OriginClear has retained a commanding percentage of
the new combined company,” 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, which due to its senior
operating history, will adopt the name of Progressive Water
Treatment, Inc.”
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, was key
to achieving a company-wide increase of 250% in revenues from 2021
to 2022, and has now merged with Water On Demand and Modular Water
Systems intended to create better enterprise value for a potential
merger. Get live weekly updates every Thursday by signing up at
www.originclear.com/ceo.
For more information, visit the company’s website:
https://www.originclear.com/
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No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Safe Harbor Statement
Matters discussed in this release contain forward-looking
statements. When used in this release, the words "anticipate,"
"believe," "estimate," "may," "intend," "expect," “plans” and
similar expressions identify such forward-looking statements.
Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the
forward-looking statements contained herein.
These forward-looking statements are based largely on the
expectations of FRLA and OriginClear and are subject to a number of
risks and uncertainties. These include, but are not limited to,
risks and uncertainties associated with OriginClear’s history of
losses and need to raise additional financing, the acceptance of
OriginClear’s products and technology in the marketplace,
OriginClear’s ability to demonstrate the commercial viability of
its products and technology and its need to increase the size of
our organization, and if or when OriginClear will receive and/or
fulfill its obligations under any purchaser orders. Further
information on FRLA’s and OriginClear’s risk factors is contained
in each company’s respective quarterly and annual reports filed
with the Securities and Exchange Commission. The Company undertakes
no obligation to revise or update publicly any forward-looking
statements for any reason except as may be required under
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230928062773/en/
Media Contact The Pontes Group Lais Pontes Greene (954)
960-6083 lais@thepontesgroup.com www.thepontesgroup.com
Investor Relations and Press Contact: Devin Angus
Toll-free: 877-999-OOIL (6645) Ext. 3 International:
+1-323-939-6645 Ext. 3 Fax: 323-315-2301 ir@OriginClear.com
www.OriginClear.com
Fortune Rise Acquisition (NASDAQ:FRLA)
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