| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
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 directors.
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 Corporation) 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. Iler 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. Pollack 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 School; 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 finance.
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 Group, 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 officers.
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 Committee.
Ronald J. Pollack: Chair
of Audit Committee and member of Compensation Committee.
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.
