Fortune Rise Acquisition (FRLA) Corporation did not complete its initial business combination and has mutually terminated its Business Combination Agreement with Water On Demand. Therefore, the Company will dissolve and liquidate. On December 9, 2024, FRLA and WODI-PWT entered into a Mutual Termination Agreement pursuant to Section 7.1(a) of the Business Combination Agreement, dated October 24, 2023, by and among FRLA, WODI-PWT and FRLA Merger Sub, Inc., a Delaware corporation. Capitalized terms not otherwise defined in this paragraph have the meanings ascribed to them in the Business Combination Agreement, and section references in this notice are references to sections of the Business Combination Agreement. FRLA’s amended and restated certificate of incorporation requires FRLA to complete its initial business combination by no later than May 5, 2025, provided monthly extension deposits are received in the trust account for the benefit of FRLA’s stockholders. As FRLA has terminated the Business Combination Agreement, it did not make the monthly extension deposit due December 5, 2024; therefore, the Existing Company Charter requires FRLA to, and FRLA will: cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount then on deposit in the Trust Account, including interest, by the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders, subject to applicable law, and as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. All terms in this section not defined herein shall have the meaning under the Existing Company Charter. As of December 11, 2024, after giving effect to the redemption payments required to be made in connection with FRLA’s stockholder meeting held November 4, 2024, the per-share redemption price for the Class A common stock of FRLA was approximately $11.94, which will be further adjusted, as described below. In accordance with the terms of the related trust agreement, FRLA expects to retain $50,000 of the interest and dividend income from FRLA’s trust account to pay dissolution expenses. The balance of FRLA’s trust account, including the reduction for the dissolution expenses, as of December 11, 2024, was approximately $10.0 million. FRLA is calculating taxes due for 2023 and 2024 that will be removed from the trust account prior to any Redemption Amount being paid to the holders of FRLA’s public shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to FRLA’s transfer agent, VStock Transfer, LLC. The number of remaining public shares of FRLA as of December 11, 2024 was 843,183. Beneficial owners of FRLA’s public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. There will be no redemption rights or liquidating distributions with respect to FRLA’s warrants, which will expire worthless. As of December 6, 2024, FRLA ceased all operations except for those required to wind up its business.
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Read More on FRLA:
- Fortune Rise Acquisition Corp. Extends Merger Deadline
- Fortune Rise Acquisition Corp. Faces Transitional Challenges
The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.
