Announcement Regarding the Progress of Fortune Rise Acquisition Corporation’s Proposed Business Combination with Water On Demand, Inc.

Rhea-AI Summary

Fortune Rise Acquisition (NASDAQ:FRLA) is progressing with its planned merger with Water On Demand Inc. (WODI), a subsidiary of OriginClear. FRLA stockholders have approved an extension to complete the de-SPAC transaction from November 5, 2024, to May 5, 2025. Due to Nasdaq rules requiring SPAC delisting after three years, FRLA will be delisted effective November 11, 2024. The Sponsor is working to transition FRLA to OTC trading while WODI's Nasdaq application for the post-combination company continues. The Business Combination Agreement, dated October 23, 2023, remains in effect.

Positive

• Business Combination Agreement remains active despite delisting
• Stockholders approved extension for merger completion to May 2025
• Orderly transition to OTC trading being arranged

Negative

• FRLA facing mandatory delisting from Nasdaq on November 11, 2024
• Merger completion delayed beyond original timeline
• Trading platform downgrade from Nasdaq to OTC markets

Insights

Corporate Finance Expert

This development signals significant challenges in the SPAC merger process between FRLA and Water On Demand. The delisting from NASDAQ and transition to OTC markets is a concerning development that could impact liquidity and institutional investor access. The extension to May 2025 provides additional time but also indicates potential complications in meeting merger requirements.

The transaction structure faces increased complexity with FRLA's move to OTC while simultaneously working on WODI's separate NASDAQ listing application. This unusual arrangement creates uncertainty around the final outcome and potential shareholder value. The lack of clear timeline or specific progress metrics in the merger process adds to investor risk.

CLEARWATER, FL / ACCESSWIRE / November 6, 2024 / Fortune Rise Acquisition Corporation (NASDAQ:FRLA) ("FRLA" or the "Company") is working closely with Water On Demand Inc. ("WODI"), a privately-held subsidiary of OriginClear, Inc. (OTC PINK:OCLN) ("OCLN") and owner of its sponsor, Fortune Rise Sponsor LLC (the "Sponsor"), to complete the previously announced merger which is intended to result in WODI becoming a publicly listed company on Nasdaq pursuant to the Business Combination Agreement, dated October 23, 2023, among FRLA and WODI (as amended from time to time, the "Business Combination Agreement").

In a meeting held on November 4, 2024, FRLA stockholders approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which FRLA must consummate a de-SPAC transaction from November 5, 2024 to up to May 5, 2025. It is understood that Nasdaq rules require the delisting of any SPAC after three years; however, the Business Combination Agreement remains in place and the process of qualifying WODI for Nasdaq continues.

In preparation for the planned delisting of FRLA effective November 11, 2024, the Sponsor is working to ensure that FRLA trades on the OTC market in an orderly fashion, while WODI's own Nasdaq application for the post-combination company proceeds in an orderly fashion.

"As we near the completion of this business combination, I wanted to express my admiration for the OCLN and WODI investors, who have stood by the process despite the delays," said Ron Pollack, Chairman of Fortune Rise Acquisition Corporation. "We believe we are coming to the final result of this effort, and I want to thank all concerned".

"With a sewer main break every other minute in the U.S. alone, it is high time we addressed our water situation," said Riggs Eckelberry, Chairman and CEO of OriginClear and Water On Demand. "We intend to use the Nasdaq platform as a way to enable a real solution to water quality in the U.S. and the rest of the world."

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 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.

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 the Company and are subject to a number of risks and uncertainties. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as 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.

Contact Information:

Fortune Rise Acquisition Corporation
Ryan Spick
spickryan@gmail.com

SOURCE: Fortune Rise Acquisition Corporation

View the original press release on accesswire.com

FAQ

When will FRLA be delisted from Nasdaq?

FRLA will be delisted from Nasdaq effective November 11, 2024, due to Nasdaq rules requiring SPAC delisting after three years.

What is the new deadline for FRLA's business combination completion?

FRLA stockholders approved an extension to complete the de-SPAC transaction until May 5, 2025.

Where will FRLA trade after Nasdaq delisting?

After delisting from Nasdaq, FRLA will trade on the OTC market while WODI's Nasdaq application proceeds.

When was the Business Combination Agreement between FRLA and WODI signed?

The Business Combination Agreement between FRLA and WODI was signed on October 23, 2023.