In Amended Letter Of Intent, OriginClear's Water On Demand And Fortune Rise Acquisition Corporation Nominate A New Target For Merger
Non-binding agreement sets basis for further negotiations.
Fortune Rise Acquisition Corporation (NASDAQ:FRLA) and OriginClear Inc. (OTC Other: OCLN), the Clean Water Innovation Hub™, announce that FRLA and OriginClear subsidiary, Water On Demand Inc. (WODI), currently the sponsor of FRLA, have agreed to nominate a new target for acquisition by FRLA. The new target is Progressive Water Treatment Inc., a Texas corporation (PWT). PWT recently merged with WODI.
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"Progressive Water Treatment is a target with both a lengthy operating history and significantly increased revenue since 2021," said Riggs Eckelberry, OriginClear CEO and Chairman of Water On Demand. "We believe, and the Board of FRLA agrees, that the combination of Progressive Water Treatment with Water On Demand and its Modular Water Systems business unit creates compelling value for the intended merger."
Accordingly, the Letter of Intent ("LOI") executed January 5, 2023 with WODI has been amended to designate PWT as the new target of the acquisition. Under the revised/amended LOI, FRLA proposes to acquire all the outstanding securities of PWT, 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.
The parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition. Pursuant to the LOI, it is proposed that FRLA will acquire 100% of the outstanding equity securities of PWT, including all shares of common stock, preferred stock, outstanding options and warrants. In return, PWT equity holders will receive shares of common stock of FRLA and any outstanding options and warrants will be assumed by FRLA in accordance with their terms.
Subject to meeting Nasdaq quantitative and qualitative listing requirements, upon the closing of the business combination, the newly-combined entity anticipates trading publicly on Nasdaq under a new trading symbol.
The precise structure of the business combination, including the allocation of stock and/or cash consideration paid to the PWT equity holders, will be negotiated to meet the needs of all parties including management of PWT and key equity holders.