UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): December 22, 2022

ORIGINCLEAR, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		333-147980		26-0287664
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13575 58th Street North, Suite 200

Clearwater, Florida 33760

(Address of Principal Executive Offices)

(727) 440-4603

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ORIGINCLEAR, INC.

December 29, 2022	By:	/s/ T. Riggs Eckelberry
		Name:	T. Riggs Eckelberry
		Title:	Chief Executive Officer

Exhibit 99.1

OriginClear’s Water On Demand Subsidiary Closes Acquisition of Fortune Rise Sponsor, LLC

Clearwater, FL – December 29, 2022 – OriginClear Inc. (OTC Pink: OCLN), the Clean Water Innovation Hub™, announces that its subsidiary, Water On Demand, Inc. (“Water On Demand” or “Company”) (www.waterondemand.net), has closed the acquisition of Fortune Rise Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), which is the sponsor of Fortune Rise Acquisition Corp. (NASDAQ: FRLA) (the “SPAC”).

Pursuant to a Membership Interest Purchase and Transfer Agreement and Securities Transfer Agreement with the members of the Sponsor, the Company acquired the membership interests of the Sponsor and is now the beneficial owner of 2,343,750 shares of Class B Common Stock of the SPAC, each of which is exercisable into one share of Class A Common Stock of the SPAC. The purchase price for the membership interests was $403,516.61.

The SPAC is a blank check company incorporated in February 2021 as a Delaware corporation 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.

While the SPAC may pursue an acquisition opportunity in any business, industry, sector or geographical location, it is focusing on industries that complement its management team's background, and it intends to capitalize on the ability of its management team to identify and acquire a business where its management team has extensive experience.

The Company also assumed the obligation to make any necessary extension payments in connection with the extension of the period of time in which the SPAC may consummate its initial business combination as described in the SPAC’s S-1 Registration Statement, including the three-month extension from November 5, 2022 to February 5, 2023 referenced in the press release dated November 1, 2022.

The SPAC is a "shell company" as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. The SPAC will not generate any operating revenues until after the completion of its initial business combination, at the earliest. To date, the SPAC's efforts have been limited to organizational activities and activities related to its initial public offering as well as the search for a prospective business combination target.

About OriginClear

Once a government monopoly, clean water is going private. Local industries and communities are now treating and recycling their own water, helping to reduce the burden on municipal systems and save on fast-rising water rates while also responding to the challenge of climate change. That’s good for business and good for sustainability, and now the innovative fintech, Water On Demand™, is fueling this movement. For the first time, Clean Water is becoming an investable asset, open to Main Street investors, with the potential for generational royalties. OriginClear® is the Clean Water Innovation Hub™ for both Water On Demand and Modular Water Systems™ – a leader in onsite, prefabricated systems made with sophisticated materials that can last decades. Get live weekly updates every Thursday by signing up at www.originclear.com/ceo.

For more information, visit the company’s website: https://www.originclear.com/

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OriginClear 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.

Media Contact
The Pontes Group
Lais Pontes Greene (954) 960-6083
[email protected]
www.thepontesgroup.com

Investor Relations and Press Contact:
Devin Angus
Toll-free: 877-999-OOIL (6645) Ext. 3
International: +1-323-939-6645 Ext. 3
Fax: 323-315-2301
[email protected]
www.OriginClear.com