OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub™, announces that its subsidiary, Water On Demand, Inc. (“Water On Demand” or “Company”) (www.waterondemand.net), has closed the acquisition of Fortune Rise Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), which is the sponsor of Fortune Rise Acquisition Corp. (NASDAQ: FRLA) (the “SPAC”).
Pursuant to a Membership Interest Purchase and Transfer Agreement and Securities Transfer Agreement with the members of the Sponsor, the Company acquired the membership interests of the Sponsor and is now the beneficial owner of 2,343,750 shares of Class B Common Stock of the SPAC, each of which is exercisable into one share of Class A Common Stock of the SPAC. The purchase price for the membership interests was $403,516.61.
The SPAC 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.
While the SPAC may pursue an acquisition opportunity in any business, industry, sector or geographical location, it is focusing on industries that complement its management team’s background, and it intends to capitalize on the ability of its management team to identify and acquire a business where its management team has extensive experience.
The Company also assumed the obligation to make any necessary extension payments in connection with the extension of the period of time in which the SPAC may consummate its initial business combination as described in the SPAC’s S-1 Registration Statement, including the three-month extension from November 5, 2022 to February 5, 2023 referenced in the press release dated November 1, 2022.
The SPAC 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. The SPAC will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, the SPAC’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.