Fortune Rise Acquisition Corp (FRLA) Terminates VCV Power Sigma Deal

Fortune Rise Acquisition Corp. (NASDAQ:FRLA) announced in an 8-K this morning that it has mutually terminated its combination with crypto mining business VCV Power Sigma.

As with yesterday’s termination of Aesther Healthcare’s combination with United Gear, the merger was just weeks old, having been announced on May 3 with an outside date in November. The deal also included included a $500,000 breakup free if either side failed to fulfill certain conditions through the de-SPAC process, but this appears to have not been invoked and was not mentioned.

More likely, the sharp tumble in the crypto market caused both sides to see this transaction in a different light. VCV provides computing infrastructure for crypto and Web3 networks and it plans a major expansion of bitcoin mines on its platform over the next three years.

Bitcoin’s (BTC) value has fallen -36.8% to about $23,684 since the deal was announced. This includes a recent rally from severe lows it hit in late June, but that is still well below what the parties expected.

The financial projections in VCV’s investor presentation accompanying the deal’s announcement were based on the assumption of BTC prices at $42,000. This was somewhat optimistic as it was 9.6% higher than BTC’s trading price even then at the time of the announcement. Nonetheless, VCV projected it would still turn $65.2 million in EBITDA in 2023E at BTC prices of $25,000 (about 5.7% higher than the current price).

But, the state of the market is likely enough to give the sellers misgivings as well. The five crypto companies that have completed de-SPACs – SAI, CORZ, BKKT, CIFR, and EQOS – closed Tuesday with an average price of $2.43 amid the downturn.

Fortune Rise has a transaction deadline on the horizon on November 5, 2022, but can extend three times for three months each in exchange for a contribution to its trust, which should give it enough time to complete a different deal.