ORIGINCLEAR, INC.
WODI is a subsidiary of
'Our longtime shareholders can confidently expect that the parent company will continue to benefit greatly from any positive outcomes of this new, consolidated company.'
Post this
Upon closing of the proposed business combination, the combined company (the 'Combined Company') is expected to list its common stock on Nasdaq under the new ticker symbol 'WODI'. The transaction is expected to close in the second half of 2024 and is subject to approval by FRLA shareholders as well as other customary closing conditions, including approval by the
While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about WODI, FRLA and the proposed business combination.
On
'
Available proceeds from the business combination will be used to develop the Water On Demand water-as-a-service network, grow the Modular Water and Progressive Water business units, and execute an ongoing acquisition program, which is expected to accelerate existing growth.
A number of assumptions have been made as to purchase multiples, net growth, synergies and other factors, and there are no guarantees that the Combined Company will succeed in the acquisitions and subsequent integrations of the acquired entities. The acquisitions will prioritize network management software, management and engineering staffing, and vertical integration through acquisition of component fabricators.
About
FRLA is a 'shell company' as defined under the Securities Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. FRLA will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, FRLA's efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for a prospective business combination target.
Advisors
EF Hutton, a division of
About
Once a government monopoly, the business of treating and reusing sewage water is going private. Local industries and communities are now treating-in-place, helping to reduce the burden on municipal systems and save on fast-rising water rates while also responding to the challenge of climate change. That's good for business and good for sustainability. Now, the innovative fintech, Water On Demand, is enabling clean water to become an investable asset, open to main street investors, with the potential for generational royalties.
About
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For additional information on the proposed transaction, see the registration statement on Form S-4 filed by FRLA with the
Participants in the Solicitation
WODI, FRLA and their respective directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in FRLA will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about FRLA's directors and executive officers and their ownership of FRLA common stock is included in the proxy statement/prospectus pertaining to the proposed business combination. These documents can be obtained free of charge from the source indicated above.
FORWARD-LOOKING STATEMENTS
This communication contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services and other statements identified by words such as 'will likely result,' 'are expected to,' 'will continue,' 'is anticipated,' 'estimated,' 'believe,' 'intend,' 'plan,' 'projection,' 'outlook' or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding WODI's industry and market sizes, future opportunities for WODI and FRLA, WODI's estimated future results and the proposed business combination between FRLA and WODI, including the implied enterprise value, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in FRLA's reports filed with the
Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about FRLA and WODI or the date of such information in the case of information from persons other than FRLA or WODI, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding WODI's industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact:
Tel: (402) 547-6001
Email: ann@mpublicrelations.com
(C) 2024 Electronic News Publishing, source
