| Organization and Business Operation | Note 1 — Organization and Business Operation Fortune Rise Acquisition Corporation (the “Company”)
is a blank check company incorporated as a Delaware corporation on February 1, 2021. The Company was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(a “Business Combination”). The Company has signed a non-binding Letter of Intent for the Proposed Business Combination as
discussed below. The Company has selected December 31 as its fiscal year end. As of September 30, 2024 and December 31, 2023,
the Company had not commenced any operations. For the period from February 1, 2021 (inception) through September 30, 2024, the Company’s
efforts have been limited to organizational activities as well as activities related to the IPO (as defined below). The Company will not
generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company had generated non-operating
income in the form of money market fund dividend income earned from the proceeds derived from the IPO up until September 2023 when all
the money market funds were converted into cash. The Company had generated non-operating income in the form of interest income earned
from cash earned in the Trust Account beginning in May 2024. The registration statement for the Company’s
initial public offering (“IPO”) became effective on November 2, 2021. On November 5, 2021, the Company consummated
the IPO of 9,775,000 one share of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), and
one-half of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class
A Common Stock at an exercise price of $11.50 per share. 97,750,000 Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 545,500 505,500 40,000 5,455,000 Transaction costs for the IPO amounted to $ 5,822,268 5,376,250 3,421,250 446,018 The Company also issued 120,000 Following the closing of the IPO and the issuance
and the sale of Private Placement Shares on November 5, 2021, $ 99,705,000 The Company’s initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the Trust Account (excluding the deferred underwriting fee and taxes payable and interest previously released for working capital purposes
on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company
will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business
Combination successfully. The shares of Class A Common Stock subject to
redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with
a Business Combination (if the Company seeks stockholder approval), if a majority of the issued and outstanding shares voted are voted
in favor of the Business Combination. The Company will have until December 5, 2024 (or up to May 5, 2025, if the Company extends
the time to complete a Business Combination and payment of the extension deposit by the Sponsor, or its affiliates), to complete the initial
Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within
the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and
not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $50,000 of interest
to pay dissolution expenses which was waived on October 31, 2024), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to
complete the Business Combination within the Combination Period. The founders have entered into a letter agreement with the Company, pursuant
to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (defined below), Private Placement Shares,
and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve
an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares
if the Company does not complete its initial Business Combination by December 5, 2024 (or up to May 5, 2025, if the Company extends the
time to complete a Business Combination) and payment of the extension deposit by our Sponsor, or its affiliates), or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete
the initial Business Combination by December 5, 2024 (or up to May 5, 2025, if the Company extends the time to complete a Business Combination
and payment of the extension deposit by our Sponsor, or its affiliates), although they will be entitled to liquidating distributions from
the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within
the prescribed time frame. If the Company submits its initial Business Combination to its stockholders for a vote, the Company will complete
its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial
Business Combination. In no event will the Company redeem its public shares of Class A Common Stock in an amount that would cause its
net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of public shares of Class A
Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As approved by its stockholders
at the Special Meeting on October 25, 2023, the Company deleted the limitations that the Company shall not consummate a business combination
or redeem shares if such actions would cause the Company’s net tangible assets to be less than $5,000,001 and filed an amendment
to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on October 25, 2023. The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of
the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be
withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the
IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will
not be responsible to the extent of any liability for such third-party claims. On October
31, 2024, the Company announced that it undertakes to do the following:
· to waive the $50,000 of interest earned on the funds held in the trust account to pay dissolution expenses;
· to waive the use of the interest earned on the funds held in the
trust account that may be released to the Company for working capital purposes;
· to waive the use of the interest earned on the funds held in the trust account that may be released to
the Company to pay the Company’s tax obligations;
· to convert the Company’s Class B common stock, par value $0.0001 per share, to shares of the Company’s
Class A common stock, par value $0.0001 per share, as soon as practical;
· to list the Company’s securities on the OTC in the event that Nasdaq delists the Company’s
securities;
· to maintain the investment of the Company’s trust assets in money market investment products; and
· to continue to announce trust account contributions on a monthly
basis. Change of Sponsor On December 22, 2022, Water On Demand, Inc.,
a Nevada corporation (“WODI”), entered into a Membership Interest Purchase and Transfer Agreement with Ka Wai Cheung,
Koon Lin Chan, and Koon Keung Chan (each a “Seller,” and collectively, the “Sellers”) and the Sponsor,
pursuant to which WODI purchased 100 membership interests in the Sponsor from the Sellers, which constitutes 100% of the membership
interests in the Sponsor. The Sponsor holds 2,343,750 shares out of 2,443,750 shares of the issued and
outstanding shares of Class B Common Stock of the Company. The Proposed Business Combination On January 5, 2023, the Company filed a
press release which announced the signing of a non-binding Letter of Intent (“LOI”) with WODI under which the Company
proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and
conditions being met. On September 28, 2023, the Company announced that the LOI was amended and assigned to Water On Demand, Inc.
(f/k/a Progressive Water Treatment Inc.), a Texas corporation (“WODI-PWT”). WODI-PWT recently merged with WODI.
Accordingly, the LOI executed January 5, 2023 with WODI has been amended to designate WODI-PWT as the new target of the acquisition.
Under the revised/amended LOI, the Company proposes to acquire all the outstanding securities of WODI-PWT, based on certain material
financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide
good-faith negotiations toward definitive agreements. On October 24, 2023, the Company entered into
a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”) with
FRLA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company incorporated on October 13, 2023 (“Merger
Sub”), and WODI-PWT. The BCA provides, among other things, that Merger
Sub will merge with and into WODI-PWT, with WODI-PWT as the surviving company in the merger and, after giving effect to such merger, WODI-PWT
shall be a wholly-owned subsidiary of the Company (the “Merger”). The Company will change its name to “Water on Demand,
Inc.” The Merger and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination.”
In accordance with the terms and subject to the conditions of the BCA, at the effective time of the Merger (the “Effective Time”),
among other things: (i) each share of Class A Common Stock and each share of Class B Common Stock (except for Class B Common Stock held
by the Sponsor which are subject to forfeiture pursuant to the Sponsor Letter Agreement) that is issued and outstanding immediately prior
to the Merger will become one share of common stock, par value $0.0001 per share, of the Company, and (ii) each share of common stock
of WODI-PWT (subject to limited exceptions) issued and outstanding as of immediately prior to the Effective Time shall be automatically
canceled and extinguished and converted into the right to receive that number of shares of the Company’s common stock equal to an
exchange ratio, calculated as (a) the aggregate equity value of WODI-PWT of $32.0 million, divided by the aggregate number of shares of
WODI-PWT common stock outstanding immediately prior to the Effective Time, divided by (b) the FRLA Share Value, where “FRLA Share
Value” means (i) the aggregate amount of cash on deposit in the Trust Account (without giving effect to stockholder redemptions)
as of two business days prior to the closing date of the Merger, including interest not previously released to the Company to pay taxes
of the Company divided by (ii) the total number of then issued and outstanding shares of Class A Common Stock (without giving effect to
stockholder redemptions). Extension Amendments for Business Combination On April 11, 2023, the Company filed with the
Secretary of State of the State of Delaware an amendment (the “First Amendment”) to the Company’s Amended and Restated
Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an
additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as
determined by the board of directors. The Company’s stockholders approved the First Amendment at a special meeting of stockholders
of the Company on April 10, 2023. As a result of the June 2, 2023 special meeting
of stockholders of the Company, the Company filed with the Secretary of State of the State of Delaware an amendment to the Company’s
Amended and Restated Certificate of Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates),
to extend the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company’s
board of directors, from a previously amended price per unredeemed share of Class A Common Stock of $0.0625 to the lower of $100,000 or
$0.05 per unredeemed share of Class A Common Stock. As approved by its stockholders at the special
meeting of stockholders held on October 25, 2023, the Company entered into an amendment to the Investment Management Trust Agreement,
dated as of November 2, 2021 (the “Trust Agreement”), by and between the Company and Wilmington Trust, National Association
(“Wilmington Trust”), on October 25, 2023 (the “Trust Amendment”). The Trust Amendment extended the initial date
on which Wilmington Trust must commence liquidation of the Trust Account to up to November 5, 2024, or such earlier date as determined
by the Company’s board of directors, unless the closing of the Company’s initial business combination shall have occurred,
provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of: (i) $100,000 and
(ii) an aggregate amount equal to $0.05 multiplied by the number of public shares of the Company that are not redeemed, for each such
one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a business combination. As approved
by its stockholders at the special meeting of stockholders held on November 4, 2024, the Company filed an amendment to its Amended and
Restated Certificate of Incorporation with the Delaware Secretary of State on November 4, 2024, to extend the date by which the Company
has to consummate a Business Combination for up to an additional six months, from November 5, 2024 (the “Termination Date”)
to up to May 5, 2025, by electing to extend the date to consummate an initial Business Combination on a monthly basis for up to six times
by an additional one month each time after the Termination Date, until May 5, 2025 or a total of up to six months after the Termination
Date, or such earlier date as determined by the Company’s board of directors, unless the closing of the Company’s initial
Business Combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust
Account an aggregate amount equal to $0.06 multiplied by the number of public shares of the Company that are not redeemed, for each such
one-month extension unless the closing of the Company’s initial Business Combination shall have occurred, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of a Business Combination. From November 2022 to November 2024, a total of
$ 4,035,655 Liquidity and Going Concern As of September 30, 2024, the Company had $ 8,446 7,922,546 In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (ASU) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that
these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan to
address this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans, as defined below (see
Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by December 5, 2024 (or
up to May 5, 2025, if the Company extends the time to complete a Business Combination), the Company’s board of directors would commence
a winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Certificate of Incorporation and thereby a
formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful
within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about
the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and
repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the
nature and amount of any “PIPE” or other equity issuances issued within the same taxable year of a Business Combination and
(iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company
and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business
Combination. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment
of the Excise Tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January
1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with
respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest
and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up
to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. As a result of the 6,612,452 703,866 |
