Fortune Rise Acquisition Corporation (NasdaqGM:FRLA) signed a non-binding Letter of Intent to acquire Water On Demand, Inc. (WOD) from OriginClear, Inc. (OTCPK:OCLN) for $32 million on January 5, 2023. Fortune Rise Acquisition Corporation (NasdaqGM:FRLA) entered into a Business Combination Agreement to acquire Water On Demand, Inc. (WOD) from OriginClear, Inc. (OTCPK:OCLN) on October 24, 2023. In connection with the Extension Payment, the Company issued an unsecured promissory note to Water On Demand, Inc., a Nevada corporation and the entity which controls the Company?s sponsor. Each share of WOD will be converted into the right to receive number of FRLA Class A Shares equal to the Merger Consideration. Upon closing of the transactions contemplated under the BCA, and assuming none of FRLA's public shareholders elect to redeem their shares of common stock and no additional shares of common stock are issued, it is anticipated that 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, and the WOD stockholders will own approximately 36% of the Combined Company. The existing stockholders of WOD are expected to roll 100% of their equity into the Combined Company.

The Business Combination is subject to the receipt of the required approval by the stockholders of WOD and FRLA; approval by The Nasdaq Stock Market to list the securities of the Combined Company; the registration statement on Form S-4 containing the joint proxy statement/prospectus becoming effective in accordance with the provisions of the Securities Act of 1933, as amended; after giving effect to the transactions contemplated, FRLA having at least $5,000,001 of net tangible assets and the fulfillment of other customary closing conditions. The board of directors of each of FRLA and WOD unanimously approved the transaction. The Business Combination is expected to close in the second quarter of 2024. On January 8, 2023, Fortune Rise Acquisition Corporation announced that Water On Demand Inc., a privately-held subsidiary of OriginClear, Inc. and owner of its sponsor, Fortune Rise Sponsor LLC has deposited the required $100,000 into the Company's trust account for the benefit of its valued public stockholders which provides a one-month extension to complete the Company's initial business combination. This additional contribution extends the date by which the Company has to complete its initial business combination for an additional one-month extension from January 5, 2024 to February 5, 2024. The extension is the third of the twelve one-month extensions permitted under the Company's governing documents, as amended in October 2023. This additional contribution extends the date by which the Company has to complete its initial business combination for an additional one-month extension from February 5, 2024 to March 5, 2024.

EF Hutton, a division of Benchmark Investments, LLC is acting as Capital Markets Advisor in the transaction. Michael K. Bradshaw of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to FRLA. Marty Tate of Kunzler Bean & Adamson acted as legal advisor to Water on Demand, Inc. VStock Transfer, LLC acted as exchange agent to FRLA.