UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): December 22, 2022
ORIGINCLEAR, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | | 333-147980 | | 26-0287664 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
13575 58th Street North, Suite 200
Clearwater, Florida 33760
(Address of Principal Executive Offices)
(727) 440-4603
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On December 22, 2022, Water On Demand, Inc. (“WODI”), a subsidiary of OriginClear, Inc., entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (the “SPAC”).
In connection with the purchase of the Purchased Interests, the officers and members of the Board of Directors of the SPAC tendered their resignation and WODI, as the holder of a majority of the Class B Common Stock appointed Pye Ian as the sole director and Chairman of the Board of Directors of the SPAC.
The Class B Common Stock remain subject to the terms of the Letter Agreement dated November 2, 2021 on the same terms as the other Founder Shares held by the Sponsor and the other parties thereto and are subject to all applicable lock-up restrictions (as described in the SPAC’s registration statement on Form S-1 (File No.: 333-256511) (the “Registration Statement”), under the Securities Act, relating to the initial public offering of the SPAC).
Item 8.01 Other Events.
On December 29, 2022, the Company issued a press release regarding the purchase of the membership interests. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The following exhibits are being filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | ORIGINCLEAR, INC. |
| | |
| December 29, 2022 | By: | /s/ T. Riggs Eckelberry |
| | | Name: | T. Riggs Eckelberry |
| | | Title: | Chief Executive Officer |
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