FORTUNE RISE ACQUISITION CORP : Change in Directors or Principal Officers, Other Events (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

Change in Company Officers and Directors

Effective December 22, 2022, each member of the Board of Directors and each
officer of Fortune Rise Acquisition Corporation, a Delaware corporation (the
“Company”), resigned from their respective positions. There was no known
disagreement with any of the Company’s outgoing directors on any matter relating
to the Company’s operations, policies or practices.

Effective December 22, 2022, the holder of 95.9% of the issued and outstanding
shares of Class B Common Stock of the Company, acting through written consent in
accordance with the Company’s Bylaws, appointed Payam Eshraghian as a Class I
director and Chairman.

Effective December 22, 2022, Mr. Eshraghian, as the sole director of the Company
and through unanimous written consent in accordance with the Company’s Bylaws,
appointed Ronald J. Pollack (Class II director) and Ryan Spick (Class III
director) to serve as the Company’s directors to fill vacancies left by outgoing

Effective December 22, 2022, Mr. Eshraghian, as the sole director of the Company
and through unanimous written consent in accordance with the Company’s Bylaws,
appointed J. Richard Iler to serve as the Company’s Principal Executive Officer,
Chief Financial Officer (Principal Financial and Accounting Officer), Secretary,
and Treasurer.

The following sets forth certain information concerning each new director and
officer’s past employment history, for officers, directorships held in public
companies, if any, and for directors, their qualifications for service on the
Company’s board.

The Company’s directors are appointed for the remainder of the full term of the
class of director to which the new directorship was added or in which the
vacancy occurred and until his or her successor has been elected and qualified,
subject, however, to such director’s earlier death, resignation, retirement,
disqualification or removal. The Company’s officers are appointed by its Board
of Directors and hold office until their successors are duly elected and
qualified by the Board or until their earlier death, resignation, retirement,
disqualification, or removal from office.

J. Richard Iler

J. Richard (Rick) Iler (70), has spent his professional career in the capital
markets working in positions as corporate finance, chief financial officer of
both public and private companies, and institutional corporate bond salesman
with leading wall street firms, e.g., BearStearns, Prudential, Kidder Peabody and Smith Barney.

His operational experience began working for an heir, (Shelton Ranch
) of the legendary King Ranch working in budgeting, cash management
and financing activities. He worked with prominent joint ventures administering
operating results with such notable companies as Shell, Prudential, Gulf &
Western, and the Pritzker family. He has overseen financial reporting to
regulatory agencies for numerous microcap public companies as chief financial
officer where his duties evolved around facilitating various financings.

His treasury experience with SavingsBank, a Texas savings bank, entailed
chairing the asset/liability and investment committees, where he managed a
several hundred million dollar mortgage bond arbitrage guiding it through a
period of an inverted yield curve returning an annualized 25% internal rate of
return. His experience entailed substantial hedging experience with exchanged
traded derivatives.

Throughout his career, he has been part of various investment classes of stock,
debt and off balance sheet instruments in the aggregate eclipsing several
hundred million in equities and debt. He has been part of high net worth,
venture capital firms and leading investment banking concerns.

He has a B.S. from Grand Valley State University and attended South Texas
College of Law
completing nearly two of the three-year JD program.


From 2018 to present, he has been self-employed as an independent consultant for
various public companies.

Effective December 1, 2022 (the “Effective Date”), Mr. Iler entered into a
Consulting Agreement (the “Agreement”) with the Company and OriginClear, Inc., a
Nevada corporation (on behalf of Water On Demand, Inc.) pursuant to which Mr.
received an initial payment of $50,000 and is to receive separate payments
of $25,000 monthly from January through April 2023. The term of the Agreement is
for six months starting from the Effective Date, unless earlier terminated. The
Agreement may be extended upon agreement by both parties, unless or until the
Agreement is terminated. Either party may cancel this Agreement upon ten days
written notice in the event either party violates any material provision of the
Agreement and fails to cure such violation within ten days of written
notification of such violation from the other party.

Payam Eshraghian

Payam Eshraghian (51) is Founder and President of Nerve, LLC, a uniquely
disruptive insurtech and fintech software firm registered in Delaware and
headquartered in California. He is also strategic advisor for Agtools Inc., an AgriTech SaaS company mitigating risks across the global food supply chain.
Historically, Mr. Ian has served as a strategic planning executive, retaining
years of experience in corporate finance and operations, innovation advisory,
business development, project, and alliance management. For both established
firms as well as for start-ups, he has overseen operational planning and budget
management, merger due diligence and financial modelling, fielded private equity
and venture capital stakeholders on multiple continents, mobilized operations
teams, achieved high volume sales, and implemented enterprise software. Mr. Ian also routinely reviews trends analysis for achieving scaling economics and risk
mitigation for client firms.

Mr. Ian retains an MBA from Cambridge University’s Judge Business School and a
BA in Economics and Political Science from the University of California. He is
an Innovation Advisor at Beall Applied Innovation, has worked across five
industries, and successfully forecasted both the 2008 and 2020 Financial Crises
while providing corporate strategic guidance. Mr. Ian retains professional
contacts globally, speaks multiple languages and has a passion for utilizing Big
Data for competitive advantage.

Mr. Ian was appointed as a director due to his background in corporate finance
and operations.

Ronald J. Pollack

Ronald Pollack (65) is an experienced financial professional, angel investor and
board member. He current serves on the Board of Directors of Ronati (eCommerce
software, privatge) and Venocare (medical devices, private) and the Advisory
Board of CISO Global
(cyber security managed services, NASDAQ: CISO). Mr.
previously served on the Board of Directors of TiE Tampa (a global
entrepreneurship organization) and co-chair of its Florida angel network. He was
a founding investor and served as Chairman of the Board of Telepathy Labs
(artificial intelligence, private) from inception through Series Seed. He is
expert in finance and investing, having built a successful hedge fund business
across multiple strategies and industry sectors. Mr. Pollack was Founder and
Managing Partner of Bulldog Capital Management, a $1+ billion family of
investment funds with a special focus on technology, including early-stage
venture investments such as Digital Lightwave (fiber optic data networking,
exited via IPO), Inktomi (search engine, exited via IPO), Lynx Therapeutics (DNA
sequencing, exited via acquisition, now part of Illumina), Radiant Logic
(identity data unification, exited via sale to TA Associates) and Vendio
(e-commerce, exited via acquisition by Alibaba).

Mr. Pollack started his career as an investment banker at Goldman Sachs,
followed by Drexel Burnham Lambert. He holds an MBA from Harvard Business
; a JD from Harvard Law School; and a Bachelor of Arts, Magna Cum Laude
with Distinction in Economics & Political Science, from Yale University.

Mr. Pollack was appointed as a director due to his background in corporate

Ryan Spick

Ryan Spick (45) works with business owners to scale up their companies through
analysis and targeted improvements. His proven expertise ranges from determining
target audience, market research, branding, developing budgets, estimates,
scopes of work to client relations, as well as implementing back-office
functions and coordinating with trades. With an extensive background in
institutional and commercial construction, Mr. Spick specializes today in
planning, strategizing, and managing sophisticated real estate projects from
start to finish. He attended the British Columbia Institute of Technology and
began his business career in Canada. Mr. Spick is now based in Arizona and is
passionate about mountain sports. In 2007, Mr. Spick founded The Dream Builder
, a personal and business development company helping individuals and
professionals to accomplish their ideal lifestyle and optimal success.

Mr. Spick was appointed as a director due to his background in market research
and due diligence.


There are no family relationships between or among the outgoing directors and
executive officers and the persons appointed to become directors and executive

Besides as disclosed above, none of the Company’s newly appointed officers and
directors have had any material direct or indirect interest in any of the
Company’s transactions or proposed transactions over the last two years.

Committee Appointments

As a result of recent departures from the Board and the new appointments, the
committees of the Board of Directors currently consist of the following members:

Payam Eshraghian: Member of Audit Committee and member of Compensation

Ronald J. Pollack: Chair of Audit Committee and member of Compensation

Ryan Spick: Chair of Compensation Committee and member of Audit Committee.

Nasdaq listing standards require that a majority of the Company’s board of
directors be independent. An “independent director” is defined generally as a
person other than an officer or employee of the Company or its subsidiaries or
any other individual having a relationship which in the opinion of the Company’s
board of directors, would interfere with the director’s exercise of independent
judgment in carrying out the responsibilities of a director. The Company’s Board
of Directors has determined that each of Messrs. Eshraghian, Pollack, and Spick
are “independent directors” as defined in the Nasdaq listing standards and
applicable SEC rules.

 Item 8.01. Other Events

On December 22, 2022, Water On Demand, Inc. (“WODI”), 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 and sponsor of the Company (the “Sponsor”), pursuant to which WODI
purchased 100 membership interests in the Sponsor (the “Purchased Interests”)
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 (the “Class B Common
Stock”) of the Company.

In connection with the purchase of the Purchased Interests, the officers and
members of the Board of Directors of the Company tendered their resignations (as
disclosed above) and WODI, as the holder of a majority of the Class B Common
Stock appointed Mr. Ian as the sole director and Chairman of the Board of
Directors of the Company.

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 Company’s registration statement on Form S-1
(File No.: 333-256511), under the Securities Act of 1933, as amended, relating
to the initial public offering of the Company).

© Edgar Online, source Glimpses


Leave a Reply

Your email address will not be published. Required fields are marked *