Today’s LOI comes just a week after Fortune Rise announced that its sponsor had entered into and closed a membership interest purchase and transfer agreement with the water fintech company pursuant to which WODI purchased 100% of the membership interest of the sponsor. The sponsor holds 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B Common Stock of Fortune Rise. The purchase price for the membership interests was $403,516.61.
Water On Demand, a subsidiary of OriginClear (OTC Pink: OCLN), enables clean water to become an investable asset, open to main street investors, with the potential for generational royalties.
Under the LOI, FRLA proposed to acquire all of the outstanding securities of WODI, based on certain material financial and business terms and conditions being met. Additionally, FRLA will acquire 100% of the outstanding equity securities of WODI and in return, WODI equity holders are to receive shares of common stock of FRLA and any outstanding options and warrants will be assumed by FRLA in accordance with their terms.
Fortune Rise kept details on the transaction to a minimum, but disclosed that the parties intend to work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the completion of the acquisition.
Fortune Rise priced its $85 million IPO in November 2021, and originally inked a $294 million deal with crypto mining business VCV Digital Technology in May 2022. However, the business combination was terminated just two months after the announcement.
Since FRLA’s deal is not at the “definitive agreement” stage, and is still just a non-binding LOI, SPACInsider will not consider this deal fully “announced”. As such, it will remain in the “Searching” category until a definitive agreement is signed.