Fortune Rise Acquisition Corporation *

Fortune Rise Acquisition Corporation *

May 26, 2021 by Anthony Sozzi

LIQUIDATION – 12/16/24 – LINK

  • The SPAC intends to liquidate and anticipates that the last day of trading for its shares will be around December 19, 2024.
    • The per-share redemption price will be approximately $11.59.

The below-announced combination was terminated on 12/16/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Water On Demand Inc. [Terminated 12/16/24]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Fortune Rise Acquisition Corporation proposes to combine with Water On Demand Inc.

Previously a government-run operation, sewage water treatment and reutilization are transitioning to the private sector, as local industries and communities adopt on-site treatment methods to alleviate the strain on municipal systems, mitigate rising water costs, and address climate change challenges. This shift is seen as advantageous for both businesses and sustainability efforts. Innovations like Water On Demand™ are making clean water an investment opportunity accessible to a broader range of investors, potentially yielding generational returns. OriginClear has merged Modular Water Systems, Progressive Water Treatment, and Water on Demand under one umbrella, enhancing its technological capabilities and its capacity to undertake larger, more prestigious projects. OriginClear remains the majority stakeholder in the consolidated entity, assuring existing shareholders of continued benefits from this integration, as stated by Riggs Eckelberry, OriginClear CEO.


EXTENSION – 11/6/24 – LINK

  • The SPAC approved the extension from November 5, 2024 to May 5, 2025.
    • 2,319,365 shares were redeemed.
    • An additional $0.06/Share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 2/7/24 – LINK

  • FRLA and the Company amended their Business Combination Agreement (BCA) to remove the requirement for FRLA to maintain at least $5,000,001 in net tangible assets post-Effective Time and updated specific Company Disclosure Schedules.

EXTENSION – 10/27/23 – LINK

  • The SPAC approved twelve one-month extensions from November 5, 2023 up to November 5, 2024.
    • 452,404 shares were redeemed.
    • $100K per month will be deposited into the trust account.

TRANSACTION

  • The transaction represents a pro forma equity valuation of approximately $72 million of the Combined Company, assuming no further redemptions of FRLA public shares by FRLA’s public shareholders.
  • Upon closing of the transactions contemplated under the BCA:
    • FRLA’s public shareholders would retain an ownership interest of approximately 46% of the Combined Company
    • The sponsors, officers, directors and other holders of FRLA founder shares and private shares will retain an ownership interest of approximately 18% of the Combined Company
    • The WOD stockholders will own approximately 36% of the Combined Company
  • The closing is expected to be completed in the second quarter of 2024.

SPAC FUNDING

  • There is no additional funding at this time.

LOCK-UP

  • Company
    • Not mentioned in the documents provided.
  • Sponsor
    • 50% if the share price equals or exceeds $12.50 for 20/30 trading days and the remaining 50% six months following the Closing of the business combination.

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to the transactions contemplated, FRLA having at least $5,000,001 of net tangible assets
    • FRLA and the Company amended their Business Combination Agreement (BCA) to remove the requirement for FRLA to maintain at least $5,000,001 in net tangible assets post-Effective Time and updated specific Company Disclosure Schedules. – LINK

NOTABLE CONDITIONS TO TERMINATION

  • July 24, 2024 (the “Termination Date”)

ADVISORS

  • SPAC
    • EF Hutton, a division of Benchmark Investments, LLC is acting as Capital Markets Advisor in the transaction.
  • Company
    • None are mentioned.

EXTENSION AMENDEMENT – 6/2/23 – LINK

  • The SPAC approved an amendment for the price per unredeemed share of Class A common stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.
    • 1,666,080 public shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.76 per share

EXTENSION – 4/13/23 – LINK

  • The SPAC approved six one-month extensions from May 5, 2023 up to November 5, 2023.
    • 4,493,968 shares were redeemed.
    • $0.0625/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 1/5/23 – LINK

  • The company, Water On Demand, who recently purchased the SPACs sponsorship, signed a non-binding letter of intent with the company which FLRA proposes to acquire all the outstanding securities of Water on Demand, Inc., 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.

SUBSEQUENT EVENT – 12/29/22 – LINK

  • On December 22, 2022, Water On Demand, Inc. (“WODI”), entered into a Membership Interest Purchase and Transfer Agreement with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan and Fortune Rise Sponsor LLC, a Delaware limited liability company and sponsor of the Company, pursuant to which WODI purchased 100 membership interests in the Sponsor from the Sellers, which constitutes 100% of the membership interests in 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 the Company.

EXTENSION – 11/4/22 – LINK

  • On November 4, 2022, an aggregate of $977,500 was deposited into the trust account of Fortune Rise Acquisition Corporation for the public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from November 5, 2022, to February 5, 2023.
  • The Extension is the first of the two three-month extensions permitted under the Company’s governing documents.

The below-announced combination was terminated on 7/20/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: VCV Digital Technology [Terminated 7/20/22]

ENTERPRISE VALUE: $294.1 million
ANTICIPATED SYMBOL: XVC

Fortune Rise Acquisition Corporation proposes to combine with VCV Digital Technology.

VCV Digital Technology is an emerging U.S.-based digital assets business providing computing infrastructure for Crypto/Web3 networks to help accelerate adoption of digital asset mining solutions. VCV Digital Technology intends to provide computing infrastructure not only to Bitcoin mining, but also to the fast-growing ecosystem of blockchain. The Companies believe that the blockchain computing infrastructure will replace the current dominant centralized platforms with its transparency, security, protection of privacy and censorship resistance.


TRANSACTION

  • The combined company is expected to have a combined implied initial pro forma equity value of approximately $381.4 million, translating into an enterprise value of approximately $294.1 million, with the proposed business combination expected to provide approximately $99.7 million in gross proceeds from the cash held in trust by Fortune Rise, assuming no redemptions of the public shares of Fortune Rise and without taking account of the transaction fees and expenses.
  • The Business Combination and the transactions contemplated thereby are expected to close in the third quarter of 2022

fortune rising


PIPE

  • There is no PIPE in this transaction

EARNOUT

Company:

  • 9.8 million shares of Fortune Rise common stock representing the earnout consideration will be issued to the Sigma and Gamma stockholders at the redemption price of Fortune Rise public shares in connection with the Business Combination (an implied value of $10.20 per share).
    • 25% will be released after 4,500 miners are purchased by the Companies, the Surviving Companies, the Parent or any subsidiaries of any of the foregoing, including by means of a merger or asset acquisition, as reflected in the applicable mining pool monitor
    • 25% of the shares will be released after each additional deployment of 2,000 miners (6,000 total)
  • If any of the Triggering Events has not been achieved by April 30, 2023, the applicable portion of the Gamma Earnout Consideration Shares shall be forfeited pursuant to the Merger Agreement and the Escrow Agreement.

LOCK-UP

  • Company and Sponsor
    • 50% will be released after six months from the Closing date or the shares are equal to or exceed $12.50 for 20/30 trading-days before the 6 months is up
    • 50% after 6 months from the Closing date

NOTABLE CONDITIONS TO CLOSING

  • The combined company having at least $5,000,001 of net tangible assets remaining after the closing of the transactions contemplated by the Merger Agreement including proceeds from any PIPE Investment

NOTABLE CONDITIONS TO TERMINATION

  • By either party if the transactions contemplated by the Merger Agreement have not been completed by November 5, 2022
  • By either party if the transactions contemplated by the Merger Agreement are prohibited pursuant to an order by a governmental entity of competent jurisdiction

ADVISORS

  • Maxim Group LLC is serving as the sole financial advisor to VCV Digital Technology.
  • Day Pitney LLP serves as legal counsel to VCV Digital Technology.
  • US Tiger Securities, Inc. is serving as the financial advisor to Fortune Rise
  • Robinson & Cole LLP is acting as legal counsel to Fortune Rise.

MANAGEMENT & BOARD


Executive Officers

Lei Huang, 49 [Resigned 12/29/22]
Chief Executive Officer, Director

Mr. Huang has been our Chief Executive Officer and a director shortly since our inception. Furthermore, Mr. Huang serve as a Director for UP Fintech Holding since November 2020 and MDLand International Corporation since December 2020. Mr. Huang has been the Chief Executive Officer of US Tiger Securities, Inc. since March 2019. Prior to joining Tiger Securities, Mr. Huang was the Chief Executive Officer at Haitong Securities U.S.A. from June 2018 to March 2019 and Chief Compliance Officer and Operation Manager of CICC U.S. Securities from March 2010 to June 2018. During a period from September 2004 to March 2010, Mr. Huang served as a compliance officer at Morgan Stanley, Lehman Brothers, and Barclays, respectively. From July 2001 to September 2004, Mr. Huang served as a regulatory supervisor at the National Association of Securities Dealers. Mr. Huang holds a Master’s degree in Global Financial Analysis from Bentley University. Mr. Huang is also Co-Chief Executive Officer of TradeUP Global, a special purpose acquisition company listed on Nasdaq.


Lei Xu, 44 [Resigned 12/29/22]
President, Chairwoman

Dr. Xu has been our Chairwoman and President shortly since our inception. Dr. Xu has served as the Executive President of Boya Foundation, a non-profit educational charity organization since July 2019. She has served as the Chairwoman of Peking University Alumni Association of Southern California (PUAASC) since January 2020. From January 2016 to December 2019, she served as the President and Director of PUAASC. Since December 2018, Dr. Xu has served as a limited partner at Seraph Group, an established global investment firm investing in early-stage companies in strategic high-growth sectors such as transportation, aerospace, digital media, sensors, social connectivity, advanced medical devices, health science, data analytics, smart mobility, and ecommerce efficiency. Dr. Xu has been a professor in the Department of Geography & the Environment at California State University – Fullerton since August 2006. She received her Ph.D. and M.A. degrees in Geography from McMaster University, and Bachelor’s degree from Peking University with a major in Urban and Environmental Sciences and a minor in Economics.


Yuanmei Ma, 50 [Resigned 12/29/22]
Chief Financial Officer

Ms. Ma has served as the Chief Financial Officer of Mayrock Automotive Inc., a zero-emission commercial mobility company in California since September 2020. Ms. Ma was the director of investor relation at Highpower International Inc., from August 2016 to November 2019; when it was listed on Nasdaq (Formerly Nasdaq: HPJ). From July 2010 to June 2013, Ms. Ma was the Chief Financial Officer for Baosheng Steel Inc. She was Chief Financial Officer of Yihe Pharmaceutical Company Ltd. between August 2009 to June 2010; and Chief Financial Officer of Zhongpin Inc., (Formerly Nasdaq: HOGS), from September 2005 to October 2008. Ms. Ma holds an Executive MBA degree from both INSEAD Business School and Tsinghua University and a Bachelor’s degree in Accounting from Arkansas State University.


J. Richard Iler, 70 [Appointed 12/29/22]
Chief Executive Officer, Chief Financial Officer

He has spent his professional career in the capital markets working in positions as corporate finance, chief financial officer of both public and private companies, and institutional corporate bond salesman with leading wall street firms, e.g., BearStearns, Prudential, Kidder Peabody and Smith Barney. His operational experience began working for an heir, (Shelton Ranch Corporation) of the legendary King Ranch working in budgeting, cash management and financing activities.? He worked with prominent joint ventures administering operating results with such notable companies as Shell, Prudential, Gulf & Western, and the Pritzker family. He has overseen financial reporting to regulatory agencies for numerous microcap public companies as chief financial officer where his duties evolved around facilitating various financings. His treasury experience with SavingsBank, a Texas savings bank, entailed chairing the asset/liability and investment committees, where he managed a several hundred million dollar mortgage bond arbitrage guiding it through a period of an inverted yield curve returning an annualized 25% internal rate of return. His experience entailed substantial hedging experience with exchanged traded derivatives. Throughout his career, he has been part of various investment classes of stock, debt and off balance sheet instruments in the aggregate eclipsing several hundred million in equities and debt. He has been part of high net worth, venture capital firms and leading investment banking concerns. He has a B.S. from Grand Valley State University and attended South Texas College of Law completing nearly two of the three-year JD program.


Board of Directors

David Xianglin Li, 57 [Resigned 12/29/22]
Director

Dr. Li is a professor of finance and faculty co-director of the master of finance program at Shanghai Advanced Institute of Finance. Moreover, he has been an associate director of the Chinese Academy of Financial Research (CAFR) at Shanghai Jiaotong University since January 2018, where he leads CAFR’s risk management center and fintech research centers. Prior to his current position, Mr. Li served as the head of enterprise risk methodology and analytics at Prudential Financial from March 2016 to August 2017, the head of modeling at AIG Investments from February 2012 to February 2016, the chief risk officer at China International Capital Corporation Ltd. from May 2008 to January 2012, the head of credit derivative research and analytics at Barclays Capital from June 2004 to April 2008 and the head of credit derivative research and analytics at Citigroup from October 2001 to May 2004. Mr. Li has also served in senior positions at AXA Financial, the RiskMetrics Group(RMG), and Canadian Imperial Bank of Commerce(CIBC), among others. Dr. Li was one of the pioneers in credit derivatives; his seminal work of using copula functions for credit portfolio modeling are widely cited by academic research, broadly used by practitioners for credit portfolio trading, risk management, and rating. Mr. Li has a Ph.D. degree in Statistics, Master’s degree in actuarial science from the University of Waterloo, an MBA from Laval University, a Master’s degree in Economics from Nankai University and a Bachelor’s degree in Mathematics from Yangzhou University. Mr. Li is also a director of TradeUP Global, a special purpose acquisition company listed on Nasdaq.


Michael Davidov, 46 [Resigned 12/29/22]
Director

Mr. Davidov has more than 20 years of experience in the fields of investments and corporate finance. In 2012, he co-founded and served as the chief investment officer at Middle Kingdom Value Fund and Global Value Partners, special situations fund on China related and global value investments. From 2018 to 2019, Mr. Davidov served as the audit committee chairman for Nutriband (OTC:NTRB). From April 2006 to July 2009, Mr. Davidov was part of the management team of Middle Kingdom Alliance Corp., a U.S. listed special purpose acquisition company that completed its merger with Pypo China Holdings (a Beijing-based cell phone distribution company) and later changed its name to Funtalk China Holdings Limited (Formerly Nasdaq: FTLK). From January 1999 to December 2009, Mr. Davidov was the director of corporate finance and portfolio manager at High Capital Funding, LLC/Generation Capital, a private equity/special situations fund, where he structured and made private investment in public entity (PIPE) investments as a principal. Mr. Davidov received his Bachelor’s degree in Mathematics from Southern Illinois University and an MBA degree in finance from J. Mack Robinson School of Business at Georgia State University. Mr. Davidov is also a director of TradeUP Global, a special purpose acquisition company listed on Nasdaq.


Norman C. Kristoff, 67 [Resigned 12/29/22]
Director

Mr. Kristoff has been managing director at Platform Whiz LLC, a financial advisory firm focusing on China and Pacific regions since 2014. Between May 1997 to June 2014, Mr. Kristoff was a managing member at Delphinian Quest Advisors, a boutique investment banking firm specializing in financing of companies located in Asia. From March 2002 to May 2003, Mr. Kristoff served on Aduromed Corporation’s, a medical waste remediation company, board of directors. From June 1991 to May 1992, Mr. Kristoff served as a managing director of Spencer Trask Securities, Inc., an investment banking firm. Furthermore, during his tenure from March 1978 to April 1990, Mr. Kristoff served as Senior Vice President and Department Head of North American Merger and Acquisition Operations at Yamaichi International (America), Inc. He was also the principal at KMS Management, an international consulting firm specializing in international emerging markets transactions, from September 1992 to March 1996. Mr. Kristoff holds a Bachelor’s degree in history from Washington & Lee University and is a member of the Asia Society and Japan Society.


Payam Eshraghian, 51 [Appointed 12/29/22] [Resigned 3/7/23]
Director

He is Founder and President of Nerve, LLC, a uniquely disruptive insurtech and fintech software firm registered in Delaware and headquartered in California. He is also strategic advisor for Agtools Inc., an AgriTech SaaS company mitigating risks across the global food supply chain. Historically, Mr. Ian has served as a strategic planning executive, retaining years of experience in corporate finance and operations, innovation advisory, business development, project, and alliance management. For both established firms as well as for start-ups, he has overseen operational planning and budget management, merger due diligence and financial modelling, fielded private equity and venture capital stakeholders on multiple continents, mobilized operations teams, achieved high volume sales, and implemented enterprise software. Mr. Ian also routinely reviews trends analysis for achieving scaling economics and risk mitigation for client firms. Mr. Ian retains an MBA from Cambridge University’s Judge Business School and a BA in Economics and Political Science from the University of California. He is an Innovation Advisor at Beall Applied Innovation, has worked across five industries, and successfully forecasted both the 2008 and 2020 Financial Crises while providing corporate strategic guidance. Mr. Ian retains professional contacts globally, speaks multiple languages and has a passion for utilizing Big Data for competitive advantage. Mr. Ian was appointed as a director due to his background in corporate finance and operations.


Ronald J. Pollack, 65 [Appointed 12/29/22][Appointed Chairman 3/7/23]
Director, Chairman

He is an experienced financial professional, angel investor and board member. He current serves on the Board of Directors of Ronati (eCommerce software, privatge) and Venocare (medical devices, private) and the Advisory Board of CISO Global (cyber security managed services, NASDAQ: CISO). Mr. Pollack previously served on the Board of Directors of TiE Tampa (a global entrepreneurship organization) and co-chair of its Florida angel network. He was a founding investor and served as Chairman of the Board of Telepathy Labs (artificial intelligence, private) from inception through Series Seed. He is expert in finance and investing, having built a successful hedge fund business across multiple strategies and industry sectors. Mr. Pollack was Founder and Managing Partner of Bulldog Capital Management, a $1+ billion family of investment funds with a special focus on technology, including early-stage venture investments such as Digital Lightwave (fiber optic data networking, exited via IPO), Inktomi (search engine, exited via IPO), Lynx Therapeutics (DNA sequencing, exited via acquisition, now part of Illumina), Radiant Logic (identity data unification, exited via sale to TA Associates) and Vendio (e-commerce, exited via acquisition by Alibaba). Mr. Pollack started his career as an investment banker at Goldman Sachs, followed by Drexel Burnham Lambert. He holds an MBA from Harvard Business School; a JD from Harvard Law School; and a Bachelor of Arts, Magna Cum Laude with Distinction in Economics & Political Science, from Yale University. Mr. Pollack was appointed as a director due to his background in corporate finance.


Ryan Spick, 45 [Appointed 12/29/22] [Resigned as Director 12/22/23] [Appointed as PEO and CFO on 12/22/23]
Principal Executive Officer and Chief Financial Officer

He works with business owners to scale up their companies through analysis and targeted improvements. His proven expertise ranges from determining target audience, market research, branding, developing budgets, estimates, scopes of work to client relations, as well as implementing back-office functions and coordinating with trades. With an extensive background in institutional and commercial construction, Mr. Spick specializes today in planning, strategizing, and managing sophisticated real estate projects from start to finish. He attended the British Columbia Institute of Technology and began his business career in Canada. Mr. Spick is now based in Arizona and is passionate about mountain sports. In 2007, Mr. Spick founded The Dream Builder Group, a personal and business development company helping individuals and professionals to accomplish their ideal lifestyle and optimal success.


Phillip Goodman, [Appointed 3/7/22]
Director

Philip Goodman has been an officer or director of both public and private companies since 1973, when he became Vice President, Sales and Marketing of Digital Computer Controls (OTC). He was a cofounder and Chairman of the Board of FastComm Communications (OTC) until 1984. He co-founded Control Transaction Corporation, a company that was sold to GEAC; at that time GEAC was a $600 million conglomerate. Mr. Goodman served as VP of Sales and Marketing and member of the Board of Directors.  Mr. Goodman was a co-founder of Ardent Acquisition, an early SPAC. He was a member of the board, as well as a member of the audit committee. Ardent was a financial success with its merger into AvantAir. Mr. Goodman has broad experience in creating, evaluating, restructuring and growing high technology and life science start-ups, turnarounds and established companies. Most recently Mr. Goodman was a member of the Board of Directors and Chief Operating Officer, on a contract basis, of Oxford Biomedical Technologies. Sales and profits at Oxford more than doubled on his watch. Mr. Goodman received an AA degree in the renowned 14 comps from the University of Chicago. He earned a BA from Miami University of Ohio in Anthropology, having studied Meta Linguistics. At Miami he was honored with membership in Phi Beta Kappa.  He then studied engineering at Case Institute of Technology.