Fortune Rise Acquisition Corp. (FRLA) Switches LOI Targets, Sort of
by Nicholas Alan Clayton on 2023-09-28 at 10:56am

Fortune Rise Acquisition Corp. (NASDAQ:FRLA) announced this morning that it has changed the target of its letter of intent to combine, but only partially.

The SPAC had an existing LOI to merge with its own sponsor, but since that sponsor is now a subsidiary of another company it has to combine with a different version of itself. If that sounds confusing, it is.

Starting at the beginning, Fortune Rise raised $85 million in its November 2021 IPO and initially agreed to a $294 million combination with crypto mining business VCV Digital Technology.

It was backed by the same team members that had also put out three TradeUp SPACs – TradeUp (NASDAQ:UPTD) TradeUp Global and TradeUp 88. The first is nearing close with Estrella BioPharma having secured shareholder approval in August.

TradeUp Global meanwhile completed a deal with crypto-mining equipment maker SAI.TECH (NASDAQ:SAI) in April 2022 and TradeUp 88 was abandoned before listing. So, Fortune Rise had a team with a track record, albeit an uneven one.

But, the VCV Digital deal was terminated two months after announcement in July 2022, perhaps fortuitously as crypto at that time had begun a major slide that it would not begin recovering from until early 2023.

That being the case, Fortune Rise’s management evidently decided to get off this particular ride and sold 100% of their sponsor economics to water fintech startup Water On Demand. Seven days later, the now Water On Demand-led SPAC announced an LOI to combine with Water On Demand, i.e. itself.

Water On Demand is itself already a subsidiary of the listed entity OriginClear (OTC Pink:OCLN), which reported $2 million in revenue in the first quarter of 2023 and the whole group currently trades at a market cap of about $8.5 million.

At the time, about 58% of this modest revenue was was generated by OriginClear’s Modular Water Systems subsidiary. But, in April of this year, it transferred Modular Water Systems to Water On Demand. This is already four months after Water On Demand bought out Fortune Rise’s sponsor, which agreed to merge with it.

This has now become a three-shell magic trick game, and we’re about to add one more shell.

Earlier this week, OriginClear merged Water On Demand with yet another subsidiary, this time Progressive Water Treatment, a seller of utility-scale water treatment equipment.

As such, the LOI signed now nine months ago has been adjusted to designate Progressive Water Treatment as the target of the transaction. The deal, which has still not passed to a definitive agreement, would now see Fortune Rise acquire 100% of Progressive Water Treatment’s equity in a move that is something of a child absorbing its parent.

It appears the ultimate goal of all of these transactions has been to tie together manufacturers of different types of water treatment and metering equipment and layer Water On Demand’s unique fintech concept – to make it an investment vehicle similar to that of upstream oil and gas corporations.

Based on Water On Demand’s website, it plans to structure itself as a master limited partnership (MLP), a design that was originally pioneered in the 1980’s to allow investors to put money directly into energy assets and receive long-term royalties. Except, in this case, investors would be buying into water infrastructure instead.

It has begun a commercial pilot for pay-as-you-go water treatment contracts that it believes would be an inflation-friendly investment for institutions. It may reflect a dim future where water is a commodity with pricing as volatile as oil, but it certainly is out-of-the-box thinking.

At any rate, this long-running LOI is still not a definitive agreement, so Fortune Rise will continue to be categorized as a “Searching” SPAC for now.

Fortune Rise still has about $38 million in its trust, but its deadline is coming up on November 5. So, it will likely need another extension to get a deal done, especially if it plans to do four more tuck-ins first.

 

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