OriginClear Subsidiary Water On Demand, Inc. and Fortune Rise Acquisition Corporation Agree to Terminate Business Combination Agreement

OriginClear, Inc. (OTC: Other:OCLN) (“OCLN”) has notified Fortune Rise Acquisition Corporation (“FRLA”) that its privately-held subsidiary, Water On Demand Inc. (“WODI”), is terminating the Business Combination Agreement dated October 23, 2023. The planned business combination was anticipated to have resulted in WODI becoming a publicly listed company.

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OriginClear, Inc. has notified Fortune Rise Acquisition Corporation (“FRLA”) that its privately-held subsidiary, Water On Demand Inc. (“WODI”), is terminating the Business Combination Agreement dated October 23, 2023. The planned business combination was anticipated to have resulted in WODI becoming a publicly listed company. WODI plans to continue its offering under Regulation A, which was previously paused in light of the business combination.

Termination of the Merger Agreement

On December 12, 2024, the FRLA and WODI entered into a Mutual Termination Agreement, terminating the Business Combination Agreement, effective immediately, in accordance with the provisions of Section 7.1(a) thereof. Since the date the Business Combination Agreement was signed, the registration of the S-4 Registration Statement faced ongoing delays which resulted in continued costs and uncertainties.

“We have determined that delays in the registration process could push the potential closing date of the business combination to March 2025 or later, which would result in significant additional costs and expenses, listing concerns and market uncertainty, which are potentially damaging to the interests of existing shareholders.”

“Although we are disappointed in this result, we believe this presents a great opportunity to pivot and focus capital and other resources on expanding the Water On Demand operations and growing the business” stated Eckelberry. “Other companies in the water-as-a-service space have had great success and notable exits”, Eckelberry continued, “and we believe that Water On Demand is in line to compete with these companies. Although there is no guarantee of success or comparable returns, we believe there is precedent for opportunity for Water On Demand and its shareholders.”

“With sewer main breaks and infrastructure failures happening daily, the U.S. desperately needs to address this impending issue,” said Eckelberry. “Water as a managed service is the future and we intend to help it spread rapidly in our target markets.”

WODI plans to continue its offering under Regulation A, which was previously paused in light of the business combination. Eckelberry continued. “Regulation A+ is an established pathway that we feel we can better control. The Board believes that this decision preserves shareholder value and keeps us on a path to making a major difference in the water industry.”

About OriginClear

OriginClear^® is the Clean Water Innovation Hub™, dedicated to launching new ventures such as Water On Demand™ and Modular Water Systems™ – a leader in onsite, prefabricated systems made with sophisticated materials that can last decades. OriginClear subsidiary Progressive Water Treatment merged with Water On Demand and Modular Water Systems in a combination known as Water On Demand Inc., intended to create better enterprise value for a potential merger. Tune in on OriginClear's Legends of Water monthly broadcast by signing up at www.originclear.com/ceo.

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Safe Harbor Statement

Matters discussed in this release contain forward-looking statements. When used in this release, the words "anticipate," "believe," "estimate," "may," "intend," "expect," “plans” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.

These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with our history of losses and our need to raise additional financing, the acceptance of our products and technology in the marketplace, our ability to demonstrate the commercial viability of our products and technology and our need to increase the size of our organization, and if or when the Company will receive and/or fulfill its obligations under any purchaser orders. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as filed with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason except as may be required under applicable law.

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.

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