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:





Exhibit
Number     Description of Exhibits

99.1         Press Release regarding the Joint Venture issued December 29, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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