FRLAU Fortune Rise Acquisition Corporation

Unless otherwise stated in this proxy statement/prospectus/consent solicitation statement, the terms “we,” “us,” “our,” or “FRLA” refer to Fortune Rise Acquisition Corporation, a Delaware corporation. Further in this document:

“Amended Bylaws” means the Amended & Restated Bylaws of FRLA to take effect upon FRLA’s stockholders approving the Amended & Restated Bylaws, in the form included as Annex C to this proxy statement/prospectus/consent solicitation statement, as further described in the “Charter Amendment Proposal” and the “Advisory Proposal” sections of this proxy statement/prospectus/consent solicitation statement.

“Amended Charter” means the Second Amended & Restated Certificate of Incorporation of FRLA to take effect upon FRLA’s stockholders approving the Second Amended & Restated Certificate of Incorporation, in the form included as Annex B to this proxy statement/prospectus/consent solicitation statement, as further described in the “Charter Amendment Proposal” and the “Advisory Charter Proposals” sections of this proxy statement/prospectus/consent solicitation statement.

“Boards” means FRLA Board and the WODI Board.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of October 24, 2023, by and among FRLA, Merger Sub and WODI, as amended on February 6, 2024, and as it may be further amended or supplemented.

“Business Combination” means the merger contemplated by the Business Combination Agreement.

“Certificate of Incorporation” or “Current Charter” means FRLA’s current Amended and Restated Certificate of Incorporation, as amended.

“Closing Date” means date of the consummation of the Business Combination.

“Closing” means the consummation of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means FRLA after the Business Combination, renamed “Water on Demand, Inc.”

“Common Stock” means the common stock, par value $0.0001 per share, of FRLA, into which the FRLA Class A Common Stock and FRLA Class B Common Stock shall convert at the Effective Time, and following the Closing, the common stock, par value $0.0001 per share of the Combined Company.

“Company Support Agreements” means the agreements entered into simultaneously with execution of the Business Combination Agreement pursuant to which certain stockholders of WODI and FRLA agreed to vote all of the shares of WODI Stock beneficially owned by them in favor of the Business Combination.

“Effective Time” means the time at which the Business Combination becomes effective.

“Equity Value Per Share” means (a) the Equity Value, divided by (b) the Fully Diluted Company Shares.

“Equity Value” means $32,000,000.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

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“Exchange Ratio” means (a) the Equity Value Per Share, divided by (b) the FRLA Share Value.

“Founder Shares” means the FRLA Class B Common Stock.

“FRLA Board” means the board of directors of FRLA.

“FRLA Class A Common Stock” means the Class A common stock, $0.0001 par value per share, of FRLA.

“FRLA Class B Common Stock” means the Class B common stock, $0.0001 par value per share, of FRLA.

“FRLA Common Stock” means the common stock, $0.0001 par value per share, of FRLA.

“FRLA Shares” means the FRLA Class A Common Stock and the FRLA Class B Common Stock.

“FRLA Special Meeting” means the special meeting of the stockholders of FRLA, which will be held at [     ], Eastern time, on [     ], 2024.

“Fully Diluted Company Shares” means the sum of (a) the aggregate number of shares of WODI Common Stock issued and outstanding as of immediately prior to the Effective Time, (b) that number of restricted stock grants subject to vesting and (c) the number of shares of WODI Common Stock issuable upon conversion of a share of Company Preferred Stock based on the then applicable conversion ratio.

“GAAP” means accounting principles generally accepted in the United States of America.

“Governmental Entity” means any United States or non-United States (a) federal, state, regional, provincial, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private); provided, however, that (for the avoidance of doubt) institutional review boards shall not be “Governmental Entities” hereunder.

“HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” means the 2024 Fortune Rise Acquisition Corporation Equity Incentive Plan.

“Initial Stockholders” means the Sponsor and other initial holders of FRLA Class B Common Stock.

“IPO” refers to the initial public offering of 9,775,000 Units of FRLA consummated on November 5, 2021.

“IRS” means the United States Internal Revenue Service.

“Lock-Up Agreements” means the agreements to be entered into in connection with the Closing, pursuant to which the Sponsor and certain WODI shareholders agreed to certain restrictions on transfer of shares of Common Stock they will receive pursuant to the Business Combination.

“Merger Consideration Shares” means an aggregate number of shares of FRLA Common Stock equal to the product of (i) the Exchange Ratio, multiplied by (ii) the aggregate number of issued and outstanding shares of WODI Common Stock issued and outstanding as of the Closing.

“Merger Consideration Spreadsheet” the spreadsheet to be delivered by WODI to FRLA at the Closing setting forth, among other things, calculations of the Per Share Merger Consideration Amount, the Exchange Ratio, the Merger Consideration Shares.

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“Merger Sub” means FRLA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of FRLA.

“OCLN” means OriginClear, Inc., a Nevada corporation and parent corporation to WODI.

“Order” means any outstanding writ, order, judgment, injunction, binding decision or determination, award, ruling, subpoena, verdict or decree entered, issued or rendered by any Governmental Entity.

“Organizational Documents” means organizational or governing documents of an applicable entity.

“Outside Date” means July 24, 2024.

“Per Share Merger Consideration Amount” means an amount equal to (a) the Aggregate Exercise Price, divided by (b) the number of Fully Diluted Company Shares.

“Private Placement Shares” means the 545,500 shares of FRLA Class A Common Stock issued to the Sponsor and the Representatives in a private placement.

“Public Shares” means the currently outstanding [__] FRLA Class A Common Shares sold as part of the Public Units in FRLA’s IPO or acquired in the secondary market.

“Public Units” means the units of FRLA sold in the IPO, each consisting of one share of FRLA Class A Common Stock and one-half of one redeemable Public Warrant.

“Public Warrants” means the warrants underlying the Public Units sold in the IPO. Each whole Public Warrant entitles the holder thereof to purchase one share of FRLA Class A Common Stock for $11.50 per share (subject to adjustment).

“Representatives” means U.S. Tiger Securities, Inc. and EF Hutton, a division of Benchmark Investment LLC.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor” means Fortune Rise Sponsor, LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the agreement entered into simultaneously with execution of the Business Combination Agreement pursuant to which certain stockholders of WODI and FRLA agreed to vote all of the shares of FRLA stock beneficially owned by them in favor of the Business Combination.

“TBOC” means the Texas Business Organizations Code.

“Trust Account” means FRLA’s trust account maintained by Wilmington Trust, National Association.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of August 30, 2021 by and between FRLA and Wilmington Trust, National Association, as trustee.

“VStock” means VStock Transfer, LLC, FRLA’s transfer agent.

“WODI” means Water on Demand, Inc., a Texas corporation.

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“WODI Board” means the board of directors of WODI.

“WODI Charter” means the certificate of incorporation of WODI in effect immediately prior to the Effective Time.

“WODI Common Stock” means shares of common stock of WODI, par value $0.0001 per share.

“WODI Convertible Notes” means the Convertible Promissory Notes issued by WODI pursuant to that certain Convertible Note Purchase Agreements.

“WODI RSG” means those shares of restricted stock in WODI.

“WODI Stock” means the shares of WODI Common Stock immediately prior to the Closing.

“WODI shareholders” means the holders of WODI Stock immediately prior to the Effective Time.

“WODI Shareholder Consent” means the written consent of the WODI shareholders in connection with the Business Combination and the Business Combination Agreement.

“WODI Warrants” refer to the warrants issued by WODI and assumed by FRLA in connection with the Business Combination.

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The following are answers to some questions that you, as a stockholder of FRLA, may have regarding the Proposals being considered at the FRLA Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus/consent solicitation statement because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the FRLA Special Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

Q:What is the purpose of this document? 

A:FRLA, Merger Sub, and WODI, have agreed to the Business Combination under the terms of the Business Combination Agreement, which is attached to this proxy statement/prospectus/consent solicitation statement as Annex A, and is incorporated into this proxy statement/prospectus/consent solicitation statement by reference. FRLA is holding a special meeting of its stockholders (the “FRLA Special Meeting”) to obtain approval of the FRLA Business Combination Proposal, the FRLA Charter Amendment Proposal, the FRLA Advisory Charter Proposals, the FRLA Incentive Plan Proposal, the FRLA Director Election Proposal, the FRLA Nasdaq Proposal, and the FRLA Adjournment Proposal. WODI is seeking the approval of its shareholders for the Business Combination and Business Combination Agreement by written consent (the “WODI Shareholder Consent”). This proxy statement/prospectus/consent solicitation statement summarizes the information that you need to know in order to cast your vote. Your vote is very important. 

Q:Who is entitled to vote for FRLA? 

A:The FRLA Board has set [     ], 2024 as the record date (the “FRLA Record Date”) for determining FRLA stockholders entitled to vote at the FRLA Special Meeting. Holders of outstanding shares of FRLA Class A Common Stock and FRLA Class B Common Stock as of the close of business on the FRLA Record Date will be entitled to vote in person or by proxy on the FRLA Proposals. 

Q:Who is entitled to vote for WODI? 

A:The WODI Board has set [     ], 2024 as the record date (the “WODI Record Date”) for determining WODI shareholders entitled to sign and deliver written consents with respect to this consent solicitation statement. Holders of outstanding shares of WODI common stock or WODI preferred stock as of the close of business on the WODI Record Date will be entitled to vote in person or by proxy on the WODI Proposals. 

Q:What are the FRLA stockholders being asked to vote on? 

A:Below are the Proposals that the FRLA stockholders are being asked to vote on: 

·FRLA Proposal 1 — The FRLA Business Combination Proposal to approve the Business Combination Agreement and the Business Combination. 

·FRLA Proposal 2 — The FRLA Charter Amendment Proposal to approve the Amended and Restated Certificate of Incorporation (the “Amended Charter”) attached to this proxy statement/prospectus/consent solicitation statement as Annex B. 

·FRLA Proposal 3 — The FRLA Charter Advisory Proposals to consider and vote upon, on a non-binding basis, certain differences between FRLA’s Current Charter and the Amended Charter: 

oAdvisory Proposal 3A: Change to Authorized Capital Stock – to increase the total number of shares the Combined Company is authorized to issue; 

oAdvisory Proposal 3B: Right of Stockholders to Act by Written Consent – to provide the right of the stockholders of the Combined Company to act by written consent except to the extent otherwise provided in our bylaws; and 

oAdvisory Proposal 3C: Right of Stockholders to Call Meetings – to provide the right of the stockholders of the Combined Company to call a special stockholder meeting to the extent otherwise provided in our bylaws. 

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·FRLA Proposal 4 — The FRLA Incentive Plan Proposal to approve the Incentive Plan. 

·FRLA Proposal 5 — The FRLA Director Election Proposal to elect T. Riggs Eckelberry, Stephen Hall, Taron Lexton, Beau Vuillemot, Leslie Brock, and Jean-Louis Kindler as members of the Board of Directors, effective as of the Closing. 

·FRLA Proposal 6 — The FRLA Nasdaq Proposal to approve the issuance of more than 20% of the issued and outstanding shares of common stock in connection with (i) the terms of the Business Combination Agreement, which will result in a change of control, as required by Nasdaq Listing Rule 5635(a) and (b). 

·FRLA Proposal 7 — The FRLA Adjournment Proposal to approve the adjournment of the FRLA Special Meeting. 

Q:What are the WODI stockholders being asked to vote on? 

A:The WODI shareholders are being asked to vote on the WODI Business Combination Proposal to approve the Business Combination, the Business Combination Agreement and the other transactions contemplated therein. 

Q:What vote is required to approve the Proposals? 

A:The required vote for each proposal is as follows: 

·FRLA Proposal 1 — The FRLA Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 1. Broker non-votes will have no effect on the vote for Proposal 1. 

·FRLA Proposal 2 — The FRLA Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2. 

·FRLA Proposal 3 — The FRLA Charter Advisory Proposals require the affirmative vote of a majority of the voting power of FRLA Shares. Abstentions will have the effect of a vote “AGAINST” Proposal 3. Broker non-votes will have no effect on the vote for Proposal 3. 

·FRLA Proposal 4 — The FRLA Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 4. Broker non-votes will have no effect on the vote for Proposal 4. 

·FRLA Proposal 5 — Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the FRLA Special Meeting. This means that the six director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the FRLA Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the FRLA Director Election Proposal, will have no effect on the FRLA Director Election Proposal. 

·FRLA Proposal 6 — The FRLA Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6. 

·FRLA Proposal 7 — The FRLA Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7. 

Q:Are any of the Proposals conditioned on one another? 

A:The FRLA Business Combination Proposal is conditioned upon the approval of FRLA Proposals 2, 4, 5 and 6. FRLA Proposals 2, 4, 5 and 6 are dependent upon approval of the Business Combination Proposal. It is important for you to note that in the event that the FRLA Business Combination Proposal is not approved, FRLA will not consummate the Business Combination. If FRLA does not consummate the Business  

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Combination and fails to complete an initial business combination by November 5, 2024, FRLA will be required to dissolve and liquidate, unless we seek stockholder approval to amend our Certificate of Incorporation to extend the date by which the Business Combination may be consummated.

Q:How will FRLA’s Initial Stockholders vote? 

A:Pursuant to a letter agreement, the Initial Stockholders agreed to vote their respective shares of common stock acquired by them prior to the IPO and any shares of common stock purchased by them in the open market after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). In addition, in connection with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Letter Agreement with WODI pursuant to which it agreed to vote all shares of FRLA Class B Common Stock beneficially owned it them in favor of the Business Combination Proposal. As of December 31, 2023, a total of 2,283,750 shares of common stock, or approximately 36% of the outstanding shares, were subject to the Sponsor Letter Agreement. As a result, 26,650 shares of common stock held by the public stockholders will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the FRLA Special Meeting. 

Q:How many votes do I and others have? 

A:FRLA stockholders are entitled to one vote for each Public Share held as of the FRLA Record Date. As of the close of business on the Record Date, there were 3,162,548 outstanding Public Shares. 

WODI shareholders are entitled to one vote for each share of WODI common stock (on an as-converted-to-common stock basis) held as of the WODI Record Date. As of the close of business on the Record Date, there were 13,399,267 outstanding shares of WODI common stock and no outstanding shares of WODI preferred stock.

Q:What will happen in the Business Combination? 

A:At the Closing of the Business Combination, Merger Sub will merge with and into WODI, with WODI surviving such merger as the surviving entity. Upon consummation of the Business Combination, WODI will become a wholly-owned subsidiary of FRLA. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by FRLA’s public stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A. 

Q:What is the consideration being paid to WODI security holders? 

A:Subject to the terms of the Business Combination Agreement and customary adjustments set forth therein, the consideration to be delivered to WODI Security Holders in connection with the Business Combination are the Merger Consideration Shares which will consist of newly issued shares of Common Stock of the Combined Company. The number of newly-issued shares of Common Stock that each holder of WODI Common Stock will receive as a result of the Business Combination will be the product of the number of shares of WODI Common Stock held by such holder and the Exchange Ratio. At the Closing, the WODI shareholders will receive the Merger Consideration Shares. WODI shareholders that have validly exercised appraisal rights pursuant to Section 21.460 of the TBOC (“Dissenting Stockholders”) with respect to shares of WODI Stock (“Dissenting Shares”) shall not be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares, unless and until such Dissenting Stockholder has effectively withdrawn or lost such dissenting stockholder’s appraisal rights under the TBOC. 

Q:What equity stake will current stockholders of FRLA and WODI shareholders hold in the Combined Company after the Closing? 

A:If any of FRLA’s public stockholders exercise their redemption rights, the percentage of the Combined Company’s outstanding Common Stock held by FRLA’s public stockholders will decrease and the percentages of the Combined Company’s outstanding Common Stock held by the Sponsor, the Initial Stockholders and by the WODI shareholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Upon the issuance of Common Stock in connection with the Business Combination, the percentage ownership of the Combined Company by FRLA public stockholders who do  

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not redeem their Public Shares will be diluted. FRLA public stockholders that do not redeem their FRLA Public Shares in connection with the Business Combination will experience further dilution upon the exercise of the Public Warrants that are retained after the Closing. The percentage of the total number of outstanding shares of Common Stock of the Combined Company that will be owned by FRLA public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying ownership levels in the Combined Company, assuming no redemptions by FRLA public stockholders, 25% redemption by FRLA public stockholders, 50% redemption by FRLA public stockholders, 75% redemption by FRLA public stockholders and the maximum redemptions by FRLA public stockholders:

(a)Including forfeiture of 1,522,500 shares of FRLA Class B Common Stock owned by FRLA Sponsor pursuant to the Sponsor Letter Agreement.   

Q:Do any of FRLA’s directors or officers have interests that may conflict with FRLA stockholder interests with respect to the Business Combination? 

A:In considering the recommendation of the Board to approve the FRLA Business Combination Agreement, FRLA stockholders should be aware that certain FRLA executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of FRLA  

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This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement but may not contain all of the information that may be important to you. Accordingly, FRLA encourages you to read carefully this entire proxy statement, including the Business Combination Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by FRLA’s stockholders.

Fortune Rise Acquisition Corporation

Fortune Rise Acquisition Corporation (“FRLA”) was incorporated as a blank check company formed under the laws of the State of Delaware on February 1, 2021. FRLA was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. FRLA’s sponsor is Fortune Rise Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

On November 5, 2021, FRLA consummated its initial public offering (“IPO”) of 9,775,000 units (the “Public Units”), consisting of one share of Class A common stock, par value $0.0001 per share (the “FRLA Class A Common Stock”) and one-half of one redeemable warrant to purchase one share of FRLA Class A Common Stock for $11.50 per share (the “Public Warrants”), at $10.00 per Unit, including 1,275,000 Public Units issued pursuant to the underwriters’ full exercise of the over-allotment option, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, FRLA consummated the sale of 545,500 shares of FRLA Class A Common Stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to the Sponsor and Representatives, generating gross proceeds of $5,455,000.

After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Placement Shares, a total of $99,705,000 was deposited into the FRLA’s trust account (the “Trust Account”), maintained by Wilmington Trust, National Association as trustee.

The amounts held in the Trust Account may only be used by FRLA upon the consummation of a business combination, except that there can be released to FRLA, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination or FRLA’s liquidation.

On December 22, 2022, Water on Demand, Inc., a Nevada corporation, acquired all of membership interests of the Sponsor.

On October 24, 2023, FRLA and Water on Demand, Inc., a Texas corporation (“WODI”) entered into a Business Combination Agreement (the “Business Combination Agreement”). FRLA must liquidate unless it consummates its initial business combination by November 5, 2024.

As of September 30, 2023, FRLA had cash outside the Trust Account of $111,745 available for its working capital needs. As of September 30, 2023, there was $39.5 million held in the Trust Account.

The FRLA Class A Common Stock, Public Units, and Public Warrants are currently listed on the Nasdaq Stock Market, under the symbols “FRLA,” “FRLAU,” and “FRLAW,” respectively. The FRLA Class A Common Stock and Public Warrants commenced trading on the Nasdaq Stock Market separately on or about December 22, 2021.

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FRLA’s principal executive offices are located at 13575 58^th Street North, Suite 200, Clearwater, Florida 33760 and its telephone number is 727-440-4603.

Water on Demand, Inc. (formerly, Progressive Water Treatment, Inc.)

Water on Demand, Inc. (“WODI”) is an enterprise of companies organized by OriginClear, Inc., a Nevada public corporation (“OCLN”). WODI designs, manufactures installs and maintains a complete line of water treatment systems for municipal, industrial and pure water applications using a wide range of technologies, including chemical injection, media filters, membrane, ion exchange and SCADA (supervisory control and data acquisition) technology in turnkey systems.

WODI was formed as Progressive Water Treatment, Inc. in 2000 as a Texas corporation and was acquired by OCLN in 2015. In September 2023, WODI merged with Water on Demand, Inc., a Nevada corporation (“WODI NV”), a pay-as-you-go water financing company which was also a former subsidiary of OCLN. As a result of the merger, Progressive Water Treatment, Inc. changed its name to Water on Demand, Inc.

On October 24, 2023, FRLA entered into the Business Combination Agreement by and among FRLA, Merger Sub and WODI, which was amended on February 6, 2024. Pursuant to the terms of the agreement, a business combination between FRLA and WODI will be effected through the merger of Merger Sub with and into WODI (the “Merger”), with WODI surviving the merger as a wholly-owned subsidiary of FRLA (the “Combined Company”). The Combined Company will change its name to “Water on Demand, Inc.” The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.” The Board of Directors of FRLA (the “FRLA Board”) has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) recommended approval of the Business Combination Agreement and related matters by the stockholders of FRLA.

Merger Consideration

If the FRLA Business Combination Proposal is approved, pursuant to the Business Combination Agreement, at the Effective Time, (A) each share of FRLA Class A Common Stock and each share of FRLA Class B Common Stock (other than such shares of FRLA Class B Common Stock held by the Sponsor which were forfeited pursuant to the Sponsor Letter Agreement) that is issued and outstanding immediately prior to the Merger shall become one share of Common Stock, (B) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into one share of WODI Common Stock; (C) each share of WODI Preferred Stock shall convert to WODI Common Stock in accordance with the terms thereof immediately prior to the Effective Time; (D) each share of WODI Common Stock (other than the WODI Common Stock held as treasury stock by WODI) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive that number shares of Common Stock equal to the Merger Consideration (as defined below); (E) any shares of WODI Common Stock that are restricted or subject to vesting shall automatically vest and be converted into shares of Common Stock granted as

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part of the Merger Consideration; (F) certain convertible promissory notes issued by WODI shall convert into shares of WODI Common Stock; and (G) each share of WODI Common Stock held by WODI as treasury stock immediately prior to the Effective Time will be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

WODI shareholders shall be entitled to, with respect to each outstanding share of WODI Common Stock, a number of shares of Common Stock, equal to the Exchange Ratio (the “Merger Consideration,” and the shares of Common Stock issued as Merger Consideration, the “Merger Consideration Shares”), where the Exchange Ratio is equal to the quotient of (A) (i) $32,000,000, divided by (ii) the sum of the aggregate number of shares of WODI Common Stock outstanding immediately prior to the Effective Time, and (B) (i) the aggregate amount of cash on deposit in the Trust Account (without giving effect to the redemption of any shares by FRLA’s public stockholders) as of two business days prior to the Closing Date, including interest not previously released to FRLA to pay taxes of FRLA divided by (ii) the total number of then issued and outstanding FRLA Class A Common Stock (without giving effect to the redemption of any shares by FRLA’s public stockholders).

The total consideration to be received by WODI Security Holders at the Closing will be the issue of Common Stock with an aggregate value equal to $32,000,000.

Closing

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Closing will take place on the date that is no later than the third business day after the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Representations and Warranties

The Business Combination Agreement contains representations and warranties of WODI relating to, among other things, corporate existence and power, corporate authorization, capitalization, indebtedness, non-contravention, consents, capital structure, organizational documents, assumed names, subsidiaries, financial statements, absence of certain changes, properties, title to WODI’s assets, litigation, contracts, licenses and permits, compliance with laws, intellectual property, customers and suppliers, employees and employee benefit plans, withholding, labor matters, real and personal property, tax matters, environmental laws, finder’s fees, directors and officers, certain business practices, international trade matters, anti-bribery compliance, compliance with health care laws and certain contracts, insurance, related party transactions and data privacy matters.

The Business Combination Agreement contains representations and warranties of FRLA and Merger Sub relating to, among other things, corporate existence and power, corporate authorization, governmental authorization, non-contravention, finder’s fees, issuance of shares, capitalization, information supplied, FRLA’s Trust Account, related party transactions, listing, board approval, internal controls, financial statements, absence of changes, litigation, compliance with laws, tax matters, and contracts.

None of the representations, warranties or covenants, including any rights upon breach of such representations, warranties or covenants will survive the Closing except for such covenants and agreements that by their terms expressly apply post-Closing.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional

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covenants of the parties, including, among others, those with respect to access to certain information, notification of the occurrence of certain facts and circumstances, listing, indemnification, directors’ and officers’ insurance, and cooperation in the preparation of this proxy statement/prospectus/consent solicitation statement.

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the Business Combination and related transactions, (ii) the Form S-4 becoming effective in accordance with the provisions of the Securities Act, (iii) the conditional approval for listing by Nasdaq of the shares of Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement and satisfaction of initial and continued listing requirements, (iv) the election of certain individuals to the FRLA Board as set forth in the Business Combination Agreement, (v) approval by FRLA stockholders of the Business Combination and related transactions, (vi) approval by the WODI shareholders of the Business Combination and related transactions, (vii) solely with respect to FRLA and Merger Sub, (A) the fundamental representations and warranties of WODI being true and correct in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Business Combination Agreement) on WODI or any of its subsidiaries, (B) WODI having duly performed or complied with all of its obligations under the Business Combination Agreement in all material respects, and (C) no event having occurred that would result in a Material Adverse Effect on WODI or any of its subsidiaries, and (viii) solely with respect to WODI, (A) the fundamental representations and warranties of FRLA and Merger Sub being true and correct in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Business Combination Agreement) on FRLA or Merger Sub, and (B) FRLA and Merger Sub having duly performed or complied with all of their respective obligations under the Business Combination Agreement in all material respects.

Termination

The Business Combination Agreement may be terminated at any time prior to the Effective Time as follows:

(i)by mutual written consent of FRLA and WODI; 

(ii)by either FRLA or WODI if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied by the earlier of (A) the Outside Date and (B) 30 days following receipt by the breaching party of a written notice of the breach 

(iii)by either FRLA or WODI if the Business Combination and related transactions are not consummated on or before the Outside Date, provided that, no party shall have the right to terminate the agreement for this cause if their own breach of covenants or obligations under the Business Combination Agreement was the proximate cause of the failure to consummate the Business Combination prior to the Outside Date; 

(iv)by either FRLA or WODI, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable; 

(v)by either FRLA or WODI if the FRLA Special Meeting, has been held (including any adjournment thereof), has concluded, and either FRLA’s stockholders have duly voted and failed to approve the Business Combination Agreement, the Business Combination and the related transactions or if WODI fails to obtain the approval of the WODI shareholders by the WODI Shareholder Consent; 

(vi)by WODI should FRLA not have timely taken such actions as are reasonably necessary pursuant to the Trust Agreement and the Governing Documents of FRLA to extend the period of time for it to  

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complete an initial business combination for an additional period of an aggregate of six (6) months from November 5, 2023; provided, that WODI timely deposit into the Trust Account the funds required for such extension by the Trust Agreement;

(vii)by FRLA should WODI not deposit into the Trust Account in a timely manner the funds necessary to extend the period for FRLA to complete an initial business combination for an additional period of an aggregate of six (6) months from November 5, 2023; and 

(viii)by FRLA should: (i) Nasdaq not approve the initial listing application for the Combined Company with Nasdaq in connection with the transactions contemplated by the Business Combination Agreement; (ii) the Combined Company not have satisfied all applicable initial listing requirements of Nasdaq; or (iii) the common stock of the Combined Company not have been approved for listing on Nasdaq prior to the Closing Date. 

Sponsor Letter Agreement. Concurrently with the execution of the Business Combination Agreement, the Sponsor, FRLA and WODI entered into a Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the conversion ratio set forth in the Certificate of Incorporation or other governing documents of FRLA or any other anti-dilution or similar protection with respect to the FRLA Class B Common Stock, such that the FRLA Class B Common Stock will convert into Common Stock at the Closing on a one-to-one basis, and (c) subject certain of the FRLA Class B Common Stock currently held by the Sponsor to potential forfeiture, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Incentive Plan. FRLA has agreed to approve and adopt an equity incentive plan (the “Incentive Plan”) to be effective as of the Closing and in a form mutually acceptable to FRLA and WODI, subject to approval of the Incentive Plan by the FRLA’s stockholders. The Incentive Plan will provide for an initial aggregate share reserve equal to 10% of the number of shares of common stock on a fully diluted basis at the Closing.

As of the Record Date, there were 6,271,798 FRLA Shares issued and outstanding. Only FRLA stockholders who hold shares of common stock of record as of the close of business on [     ], 2024 are entitled to vote at the FRLA Special Meeting or any adjournment thereof. Approval of the FRLA Business Combination Proposal, the FRLA Incentive Plan Proposal, the FRLA Nasdaq Proposal, and the FRLA Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present in person by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting or any adjournment thereof. Approval of the FRLA Charter Amendment Proposal will require the affirmative vote of a majority of the issued and outstanding shares of common stock. Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the FRLA Special Meeting. This means that the six director nominees who receive the most affirmative votes will be elected.

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Attending the FRLA Special Meeting either in person by virtual attendance or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Proposals, other than the FRLA Charter Amendment Proposal, for which it will have the same effect as voting against the Proposal.

With respect to the Business Combination, pursuant to the Letter Agreement, the Sponsor, holding an aggregate of 2,283,750 FRLA Shares (or approximately 36% of the outstanding FRLA Shares), has agreed to vote its FRLA Shares in favor of each of the Proposals. As a result, only 26,650 Public Shares will need to be present in person by virtual attendance or by proxy to satisfy the quorum requirement for the meeting. In addition, as the vote to approve the Business Combination Proposal is a majority of the votes cast at a meeting at which a quorum is present, assuming only the minimum number of FRLA Shares to constitute a quorum is present, no Public Shares must vote in favor of the Business Combination Proposal for it to be approved.

It is anticipated that, upon the Closing of the Business Combination, FRLA’s public stockholders will retain an ownership interest of approximately 38.1% in the Combined Company, the Sponsor and directors of FRLA will retain an ownership interest of approximately 17.7% in the Combined Company, the Representatives will retain an ownership interest of approximately 1.4% in the Combined Company, and the WODI shareholders will own approximately 42.8% of the outstanding common stock of the Combined Company. The ownership percentages with respect to the Combined Company assumes (i) there are no redemptions of any shares by the FRLA’s public stockholders, and (ii) there are no issuances of any additional shares upon the Closing of the Business Combination under the Incentive Plan.

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The following table illustrates varying ownership levels in the Combined Company, assuming no redemptions by FRLA public stockholders, 25% redemption by FRLA public stockholders, 50% redemption by FRLA public stockholders, 75% redemption by FRLA public stockholders and the maximum redemptions by FRLA public stockholders:

(a)Including forfeiture of 1,522,500 shares of FRLA Class B Common Stock owned by FRLA Sponsor pursuant to the Sponsor Letter Agreement.   

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that FRLA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

·If an initial business combination, such as the Business Combination, is not completed by November 5, 2024, FRLA will be required to dissolve and liquidate. In such event, the 2,443,750 Founder Shares currently held by the Initial Stockholders (including FRLA’s directors and officers), which were acquired prior to the IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $25,000. 

·The exercise of FRLA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest. 

The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of WODI in many respects.

Under this method of accounting, FRLA will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, WODI will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of WODI (i.e., a capital transaction involving the issuance of stock by FRLA for the stock of WODI). Accordingly, the consolidated assets, liabilities and results of operations of WODI will become the historical financial statements of the Combined Company, and FRLA’s assets, liabilities and results of operations will be consolidated with WODI’s beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of WODI in future reports. The net assets of WODI will be recognized at carrying value, with no goodwill or other intangible assets recorded.

After careful consideration of the terms and conditions of the Business Combination Agreement, the Boards, as applicable, have determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, FRLA, WODI and their respective stockholders. In reaching their decision with respect to the Business Combination and the transactions contemplated thereby, the Boards reviewed various industry and financial data and the evaluation of materials provided by WODI and FRLA.

The FRLA Board recommends that FRLA stockholders vote:

·FOR the FRLA Business Combination Proposal; 

·FOR the FRLA Charter Amendment Proposal; 

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·FOR each of the FRLA Advisory Charter Proposals; 

·FOR the FRLA Incentive Plan Proposal; 

·FOR the FRLA Director Election Proposal; 

·FOR the FRLA Nasdaq Proposal; and 

·FOR the FRLA Adjournment Proposal. 

The WODI Board recommends that WODI shareholders vote:

·To approve the Business Combination, the Business Combination Agreement and the other transactions contemplated therein. 

FRLA’s statement of operations data for the nine months ended September 30, 2023 and balance sheet data as of September 30, 2023 are derived from FRLA’s unaudited financial statements included elsewhere in this registration statement. FRLA’s statement of operations data for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 and balance sheet data as of December 31, 2022 and 2021 are derived from FRLA’s audited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Public Units, Common Stock, and Public Warrants

The Public Units, Public Shares and Public Warrants are each quoted on the Nasdaq Stock Market, under the symbols “FRLAU,” “FRLA” and “FRLAW,” respectively. Each of FRLA’s Public Units consists of one share of FRLA Class A Common Stock and one-half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one share of FRLA Class A Common Stock at a price of $11.50 per share. The Public Units, Public Shares and Public Warrants commenced trading on the Nasdaq Stock Market separately on or about December 27, 2021. Public stockholders who redeem their Public Shares into their share of the Trust Account still have the right to continue to hold any Public Warrants they hold outside of such Unit; however, no fractional warrants will be issued upon separation of the Public Units and only whole warrants will trade.

FRLA’s Dividend Policy

FRLA has not paid any cash dividends on its shares of common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon FRLA’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness, FRLA’s ability to declare dividends may be limited by restrictive covenants FRLA may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s Board of Directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

Holders of WODI

As of the WODI Record Date, there were 176 holders of record of WODI common stock (on a converted basis).

Dividend Policy of WODI

WODI has not paid any cash dividends on its stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

Dividend Policy

Following completion of the Business Combination, the Combined Company’s Board of Directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, we do not anticipate Combined Company’s Board of Directors declaring any dividends in the foreseeable future.

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In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus/consent solicitation statement. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods or are not identified because they are generally common to businesses.

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of WODI prior to the Closing and to the Combined Company. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of the Combined Company, in which event the market price of the Combined Company’s securities could decline, and you could lose part or all of your investment.

WODI’s historical profitability has been limited and would not be enough to offset the costs of the Combined Company.

WODI is currently developing Water On Demand, a new business model to respond to identified market demand. Since WODI has had limited profitability, there are substantial risks, uncertainties, expenses and difficulties that WODI is subject to. To address these risks and uncertainties, WODI must, among other things:

·Successfully execute its business strategy; 

·Respond to competitive developments; and 

·Attract, integrate, retain and motivate qualified personnel. 

There can be no assurance WODI will operate profitably or that WODI will have adequate working capital to meet its obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. WODI cannot be certain that its business strategy will be successful or that WODI will successfully address these risks. In the event that WODI does not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

WODI has incurred a gross loss and net loss since its inception, and while WODI is taking steps to achieve a gross profit and profitability, the Combined Company is expected to continue reporting gross losses and net losses for the foreseeable future. WODI is evaluating and taking a number of near-term actions to achieve a gross profit and work towards profitability post business combination, and expect that as it matures, WODI will obtain expertise, economies of scale and efficiency that should increase revenue and reduce costs over the medium to long-term. However, there can be no assurances that these actions will prove to be effective. If the Combined Company fails to increase its revenue and/or manage its expenses, WODI may not achieve or sustain profitability in the future.

In order to continue operations despite a history of losses or limited profitability, WODI has financed itself through equity offerings.

While WODI has had minimal internal expenses, the activities carried out on its behalf by OCLN since its inception have significantly receded its profitability or resulted in net losses, and WODI expects the Combined Company will

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incur net losses in the future. To date, OCLN has funded its operations from its sale of equity securities in OCLN and WODI. WODI will need to generate significantly increased revenues to achieve profitability. There can be no assurance that the Combined Company will ever generate sufficient revenues to achieve profitability. If WODI does achieve profitability in some future period, WODI cannot assure you that WODI can sustain profitability on a quarterly or annual basis in the future. If its revenues grow more slowly than WODI anticipates or if its operating expenses exceed its expectations or cannot be adjusted accordingly, its business, operating results and financial condition will be materially and adversely affected.

WODI has a limited operating history by which performance can be gauged.

Any evaluation of WODI and its prospects must be considered in light of its lack of operating history and the risks and uncertainties encountered by companies at an early stage of development. Further, its industry is characterized by rapid technological change, changing customer needs, evolving industry standards and frequent introduction of new products and services. WODI have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries. If WODI does not address these risks successfully, its operating results will be harmed.

WODI is subject to potential fluctuations in operating results.

WODI’s sales cycles can be long and unpredictable, and its sales efforts require considerable time and expense. As a result, its sales are difficult to predict and may vary substantially from quarter to quarter, which may cause its operating results to fluctuate significantly. OCLN spends a substantial amount of time, effort and money on its behalf in its sales efforts without any assurance that its efforts will produce any revenue and the timing of its revenue is difficult to predict. Its sales efforts involve educating its customers about the use and benefit of its new products, including their technical capabilities and potential cost savings to the customers. Customers typically undertake a significant evaluation process that has in the past resulted in a lengthy sales cycle. If sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, its business, operating results and financial condition could be materially and adversely affected.

WODI’s future operating results are difficult to predict and may be affected by a number of factors, many of which are outside of WODI’s control.

The market for Design-Build-Own-Operate is relatively new and unproven and is subject to a number of risks and uncertainties. The industry is new and its ability to gain market share depends upon its ability to satisfy customer demands, enhance existing products and services and develop and introduce new products and services. Its ability to gain market share also depends on a number of factors beyond its control, including the perceived value associated with its products and services, the public’s perception of the use of robots to perform tasks traditionally reserved for humans, and its customers’ acceptance that security services can be performed more efficiently and cost-effectively through the use of its products and ancillary services. If any of these factors turns against us, its future operating results could be materially and adversely affected.

Unanticipated obstacles may hinder the execution of WODI’s business plan.

Because of the number and range of the assumptions underlying its projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond its reasonable control, some of the assumptions inevitably will not materialize and unanticipated obstacles may occur subsequent to the date of this offering, including:

·WODI’s failure to maintain and grow the client base; 

·WODI’s clients may suffer downturns, financial instability or be subject to mergers or acquisitions; 

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·Adverse litigation judgments, settlements, or other litigation-related costs; and 

·Adverse changes in business or macroeconomic conditions including regulatory changes. 

The occurrence of any of these unanticipated obstacles will hinder the execution of its business plan and adversely affect its operating results.

WODI’s long-term success depends in part on developing a novel outsourcing model, and WODI faces the risks inherent in a performance-based business model.

WODI is developing a new business in the Design-Build-Own-Operate sector, known as “Water On Demand.” WODI plans to generate revenue through the financing and management of these systems, and its long-term success depends on the performance and oversight of these systems. WODI expects that the amount of payments it may receive will be based upon the performance of its operating partners, and so WODI will be dependent on the successful operations of these partners for a significant portion of its revenues. WODI faces risks inherent in such a delegated business model, many of which are outside of its control, including those arising from its reliance on the management and operating capabilities of its operating partners and the cyclicality of supply and demand for end-products produced using this business model. Should its managed contracts fail to achieve sufficient profitability in their operations, its payments would be diminished and its results of operations, cash flows and financial condition could be adversely affected, and any such effects could be material.

WODI may not be able to commercialize its new products which would result in losses and may require us to curtail or cease operations.

WODI is unable to project when its Water On Demand business model will achieve profitability, if at all. WODI cannot assure that its executive resources will be able to develop its systems fast enough to meet market requirements. WODI can also not assure that its systems will gain market acceptance and that it will be able to successfully commercialize the business model. The failure to successfully develop and commercialize the business model would result in continued losses and may require us to curtail or cease operations.

WODI cannot assure you that it will effectively manage its growth.

The growth and expansion of WODI’s business and products create significant challenges for its management, operational, and financial resources, including managing multiple relationships and interactions with users, distributors, vendors, and other third parties. As WODI continues to grow, its information technology systems, internal management processes, internal controls and procedures and production processes may not be adequate to support its operations. To ensure success, WODI must continue to improve its operational, financial, and management processes and systems and to effectively expand, train, and manage its employee base. As WODI continues to grow, and implement more complex organizational and management structures, it may find it increasingly difficult to maintain the benefits of its corporate culture, including its current team’s efficiency and expertise, which could negatively affect its business performance.

The loss of one or more of its key personnel, or its failure to attract and retain other highly qualified personnel in the future, could harm its business.

WODI currently depends on the continued services and performance of key members of the OCLN management team, in particular, its chairman and CEO, T. Riggs Eckelberry; its COO, Tom Marchesello; and its EVP, Kenneth A. Berenger. If WODI cannot call upon them or other key management personnel for any reason, its operations and development could be harmed. WODI has not yet developed a succession plan. Furthermore, as WODI grows, it will be required to invest in qualified professionals such as accounting, legal, finance, production, service and engineering experts, some of which could be provided under a continuing management services contract by OCLN. However, such a management services contract may not materialize or be successful, in which case WODI will need to invest in all

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the above resources itself. WODI may not be able to locate or attract qualified individuals for such positions, which will affect WODI’s ability to grow and expand its business.

Acquisition activity presents certain risks to our business, operations and financial condition, and we may not realize the financial and strategic goals contemplated at the time of a transaction.

We expect that acquisitions will be an important part of our long-term growth strategy. Successful execution following the closing of an acquisition is essential to achieving the anticipated benefits of the transaction. We expect to make acquisitions to expand into new markets and our acquisition strategy depends on our ability to complete and integrate the acquisitions. Mergers and acquisitions are inherently risky, and any mergers and acquisitions that we complete may not be successful. The process of integrating an acquired company’s business into our operations is challenging and may result in expected or unexpected operating or compliance challenges, which may require significant expenditures and a significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business. The potential difficulties or risks of integrating an acquired company’s business include, among others:

·the effect of the acquisition on our financial and strategic positions and our reputation; 

·risk that we fail to successfully implement our business plan for the combined business; 

·risk that we are unable to obtain the anticipated benefits of the acquisition, including synergies or economies of scale; 

·challenges in reconciling business practices or in integrating activities, logistics or information technology and other systems; 

·challenges in reconciling accounting issues, especially if an acquired company utilizes accounting principles different from those we use; 

·retention risk with respect to key customers, suppliers and employees and challenges in retaining, assimilating and training new employees; 

·potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company, which could result in unexpected litigation, regulatory exposure, financial contingencies and known and unknown liabilities; and 

·challenges in complying with newly applicable laws and regulations, including obtaining or retaining required approvals, licenses and permits. 

Our acquisitions may also result in the expenditure of available cash and amortization of expenses any of which could have a material adverse effect on our results of operations or financial condition. Investments in immature businesses with unproven track records have an especially high degree of risk, with the possibility that we may lose the value of our entire investments or incur additional unexpected liabilities. Large or costly acquisitions or investments may also diminish our capital resources and liquidity or limit our ability to engage in additional transactions for a period of time. All of the foregoing risks may be magnified as the cost, size or complexity of an acquisition or acquired company increases, or where the acquired company’s market or business are materially different from ours, or where more than one integration is occurring simultaneously or within a concentrated period of time.

In addition, in the future we may require significant financing to complete an acquisition or investment, whether through bank loans, raising of debt or otherwise. We cannot assure you that such financing options will be available to us on reasonable terms, or at all. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition or investment and execute our growth strategy. Alternatively, we

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may issue a significant number of shares as consideration for an acquisition, which would have a dilutive effect on our existing stockholders.

WODI’s financial results will fluctuate in the future, which makes them difficult to predict.

You should take into account the risks and uncertainties frequently encountered by rapidly growing companies in evolving markets. Its financial results in any given quarter can be influenced by numerous factors, many of which WODI are unable to predict or are outside of its control, including:

·WODI’s ability to maintain and grow its client base; 

·Ongoing management services by OCLN, if any, may not be adequate for WODI’s needs, and WODI may not be able to raise sufficient funds to successfully achieve internal management and funding capabilities; 

·Its clients may suffer downturns, financial instability or be subject to mergers or acquisitions; 

·The development and introduction of new products by WODI or its competitors; 

·Increases in marketing, sales, service and other operating expenses that WODI may incur to grow and expand its operations and to remain competitive; 

·WODI’s ability to achieve gross margins and operating margins; 

·Adverse litigation judgments, settlements, or other litigation-related costs; and 

·Changes in business or macroeconomic conditions including regulatory changes. 

WODI may face additional competition.

There may be other companies that are providing similar products and services in the United States and abroad that may potentially compete with its products and services. These or new competitors may have more resources than WODI or may be better capitalized, which may give them a significant advantage, for example, in offering better pricing than WODI, surviving an economic downturn or in reaching profitability. There can be no assurances that WODI will be able to compete successfully against existing or emerging competitors.

WODI is controlled by OCLN and its officers.

WODI is owned by OCLN and is controlled by its officers and directors. OCLN currently owns approximately 54% of WODI’s voting securities, respectively, and at the conclusion of this offering will continue to hold a significant portion of WODI’s voting rights. Therefore, investors in this offering will not have the ability to control the board of directors and will not have significant ability to control any specific vote of stockholders.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect its business, including the novel COVID-19 outbreak.

Its business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the value of the Shares and its Investors or prospective Investors financial condition, resulting in reduced demand for the Shares generally. Further, such risks could cause a limited attendance at membership experience events that WODI might sponsor or in which WODI might participate, or result in persons avoiding holding

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or appearing at in-person events. “Shelter-in-place” or other such orders by governmental entities could also disrupt its operations, if employees who cannot perform their responsibilities from home, are not able to report to work.

We may be unable to achieve some or all of the benefits that we expect to achieve from the Business Combination.

We believe that, as an independent, publicly traded company, we will be able to, among other things, design and implement corporate strategies and policies and develop partnerships that are better targeted to WODI’s business’s areas of strength and differentiation, better focus its financial and operational resources on those specific strategies, create effective incentives for its management and employees that are more closely tied to its business performance, provide investors more flexibility and enable us to achieve alignment with a more natural stockholder base and implement and maintain a capital structure designed to meet WODI’s specific needs. We may be unable to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all, for a variety of reasons, including as an independent, publicly traded company, we may be more susceptible to market fluctuations and other adverse events. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, WODI’s business, financial condition and results of operations could be adversely affected.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on WODI’s business and stock price.

WODI is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and is, therefore, not required to make a formal assessment of the effectiveness of WODI’s internal control over financial reporting for that purpose. Upon becoming a public company, WODI will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in WODI’s quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although WODI will be required to disclose changes made in its internal controls and procedures on a quarterly basis, WODI will not be required to make its first annual assessment of its internal control over financial reporting pursuant to Section 404 until the year following its first annual report required to be filed with the SEC.

To comply with the requirements of being a public company, WODI has undertaken various actions, and will need to take additional actions, such as implementing numerous internal controls and procedures and hiring additional accounting or internal audit staff or consultants. Testing and maintaining internal control can divert WODI’s management’s attention from other matters that are important to the operation of WODI’s business. Additionally, when evaluating WODI’s internal control over financial reporting, WODI may identify material weaknesses that WODI may not be able to remediate in time to meet the applicable deadline imposed upon WODI for compliance with the requirements of Section 404. Investors may lose confidence in the accuracy and completeness of WODI’s financial reports and the market price of WODI’s common stock could be negatively affected if any of the following occurs: (i) WODI identifies any material weaknesses in its internal control over financial reporting; (ii) WODI is unable to comply with the requirements of Section 404 in a timely manner; (iii) WODI asserts that its internal control over financial reporting is ineffective; or (iv) WODI’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting once WODI is no longer an emerging growth company. WODI could also become subject to investigations by the SEC, the stock exchange on which its securities are listed or other regulatory authorities, which could require additional financial and management resources. In addition, if WODI fails to remedy any material weakness, WODI’s financial statements could be inaccurate and WODI could face restricted access to capital markets.

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WODI is an “emerging growth company” and “smaller reporting company” and as such the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make WODI’s common stock less attractive to investors.

WODI is an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company we may follow reduced disclosure requirements and do not have to make all of the disclosures that public companies that are not emerging growth companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which WODI has total annual gross revenues of $1.235 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the initial public offering of FRLA; (c) the date on which WODI has issued more than $1 billion in nonconvertible debt during the previous three years; or (d) the date on which WODI is deemed to be a large accelerated filer under the rules of the SEC, which means the market value of WODI’s Class A common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30^th. For so long as we remain an emerging growth company, WODI is permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

·not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; 

·not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); 

·reduced disclosure obligations regarding executive compensation in WODI’s periodic reports, proxy statements, and registration statements; and 

·exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved, and having to disclose the ratio of the compensation of WODI’s chief executive officer to the median compensation of WODI’s employees. 

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. WODI has elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, WODI’s financial statements may not be comparable to companies that comply with public company effective dates.

Further, WODI is a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of WODI’s Class A common stock held by non-affiliates equals or exceeds $250.0 million as of the end of the prior June 30^th, or (2) WODI’s annual revenues equaled or exceeded $100.0 million during such completed fiscal year and the market value of WODI’s Class A common stock held by non-affiliates exceeds $700.0 million as of the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies. We cannot predict whether investors will find its common stock less attractive if we rely on these exemptions. If some investors find WODI’s common stock less attractive as a result, there may be a less active trading market for WODI’s Class A common stock and its share price may be more volatile.

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In order to satisfy WODI’s obligations as a public company, we will need to hire qualified accounting and financial personnel with appropriate public company experience.

As a public company, we will need to establish and maintain effective disclosure and financial controls and make changes in its corporate governance practices. We may need to hire additional accounting and financial personnel with appropriate public company experience and technical accounting knowledge, and it may be difficult to recruit and retain such personnel. Even if WODI is able to hire appropriate personnel, its existing operating expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion of management resources from research and development efforts.

The commercial and credit environment may adversely affect WODI’s access to capital.

We will need to continue to raise capital in order to execute our business plan. WODI’s ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for its products or in the solvency of its customers or suppliers or if there are other significantly unfavorable changes in economic conditions. Volatility in the world financial markets could increase borrowing costs or affect WODI’s ability to access the capital markets. Capital raised by us may have a dilutive impact on existing stockholders and if WODI is unable to raise additional capital on favorable terms, or at all, we may be unable to maintain its research and development activities or may be unable to grow its business, which could impact WODI’s operating results and gross margin adversely.

The Amended Charter will require, to the fullest extent permitted by law, that derivative actions brought in WODI’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will, subject to certain exceptions, be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against its directors, officers, other employees or stockholders.

FRLA’s Charter requires, and the Amended Charter will continue to require, to the fullest extent permitted by law, that derivative actions brought in WODI’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in WODI’s common stock shall be deemed to have notice of and consented to the forum provisions in the Amended Charter. This choice of forum provision may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of WODI’s directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Amended Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm WODI’s business, operating results and financial condition. The Amended Charter will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Amended Charter provides that, unless we consent inwriting to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce

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this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Wage increases and pressure in certain geographies may prevent us from sustaining WODI’s competitive advantage and may reduce its profit margin.

Measures are being taken in the United States and globally to increase minimum wages, and there is a shortage of skilled labor in certain locations leading to increased wage pressure. Similarly, with an increased global focus on environmental, social and corporate-governance concerns and sustainability, input costs have been steadily rising. Accordingly, we may need to increase the levels of labor compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and amount of labor that its business requires. To the extent that WODI is not able to control or share wage increases, wage increases may reduce its margins and cash flows, which could adversely affect its business.

The loss of one or more key members of WODI’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business.

WODI is highly dependent upon the continued service and performance of the key members of WODI’s management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with us at any time, could disrupt its operations and significantly delay or prevent the achievement of its business objectives. We believe that its future success will also depend in part on its continued ability to identify, hire, train and motivate qualified personnel. High demand exists for senior management and other key personnel (including technical, engineering, product, finance and sales personnel) in the infrastructure and manufacturing industry. A possible shortage of qualified individuals in the regions where we operate might require us to pay increased compensation to attract and retain key employees, thereby increasing its costs. In addition, we face intense competition for qualified individuals from numerous companies, many of whom have substantially greater financial and other resources and name recognition than us. We may be unable to attract and retain suitably qualified individuals who are capable of meeting its growing operational, managerial and other requirements, or we may be required to pay increased compensation in order to do so. For example, WODI’s failure to attract and retain shop floor employees may inhibit its ability to fulfill production orders for its customers. WODI’s failure to attract, hire, integrate and retain qualified personnel could impair its ability to achieve its business objectives.

All of WODI’s employees (which includes full time and part time employees and consultants) are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of its business and industry would be extremely difficult to replace. We generally enter into non-competition agreements with its employees and certain consultants. These agreements prohibit WODI’s employees and applicable consultants from competing directly with us or working for its competitors or customers while they work for us, and in some cases, for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which its employees and applicable consultants work and it may be difficult for us to restrict WODI’s competitors from benefiting from the expertise that WODI’s former employees or consultants developed while working for us. If we cannot demonstrate that its legally protectable interests will be harmed, we may be unable to prevent its competitors from benefiting from the expertise of its former employees or consultants and its ability to remain competitive may be diminished.

Our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, could adversely affect our business.

Our business is subject to numerous and frequently changing federal, state and local laws and regulations. We routinely incur significant costs in complying with these regulations. The complexity of the regulatory environment in which

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we operate and the related cost of compliance are increasing due to additional legal and regulatory requirements, our expanding operation and increased enforcement efforts. Further, uncertainties exist regarding the future application of certain of these legal requirements to our business. New or existing laws, regulations and policies, liabilities arising thereunder and the related interpretations and enforcement practices, particularly those dealing with environmental protection and compliance, taxation, zoning and land use, workplace safety, public health, recurring debit and credit card charges, information security, consumer protection, and privacy and labor and employment, among others, or changes in existing laws, regulations, policies and the related interpretations and enforcement practices, particularly those governing the sale of products and consumer protection, may result in significant added expenses or may require extensive system and operating changes that may be difficult to implement and/or could materially increase our cost of doing business. For example, we have to comply with recent new laws in some of the states in which we operate regarding recycling, waste, minimum wages, and sick time. In addition, we are subject to environmental laws pursuant to which we could be strictly liable for any contamination at our current or former locations, or at third-party waste disposal sites, regardless of our knowledge of or responsibility for such contamination.

Our operations are subject to certain environmental laws and regulations.

Our current and former operations are governed by federal, state and local laws and regulations, including environmental regulations. Certain business activities involve the handling, storage, transportation, import/export, recycling, or disposing of various new and used products and generate solid and hazardous wastes. These business activities are subject to stringent federal, regional, state and local laws, by-laws and regulations governing the storage and disposal of these products and wastes, the release of materials into the environment or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations upon our locations’ operations, including the acquisition of permits to conduct regulated activities, the imposition of restrictions on where or how to store and how to handle new products and to manage or dispose of used products and wastes, the incurrence of capital expenditures to limit or prevent releases of such material, the imposition of substantial liabilities for pollution resulting from our locations’ operations, and costs associated with workers’ compensation and similar health claims from employees.

Environmental laws and regulations have generally imposed further restrictions on our operations over time, which may result in significant additional costs to our business. Failure to comply with these laws, regulations, and permits may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial and corrective action obligations, and the issuance of injunctions limiting or preventing operation of our locations. Any adverse environmental impact on our locations, including, without limitation, the imposition of a penalty or injunction, or increased claims from employees, could materially and adversely affect our business and the results of our operations.

Environmental laws also impose liability for damages from and the costs of investigating and cleaning up sites of spills, disposals or other releases of hazardous materials. Such liability may be imposed, jointly and severally, on the current or former owners or operators of properties or parties that sent wastes to third-party disposal facilities, in each case without regard to fault or whether such persons knew of or caused the release. Moreover, neighboring landowners and other third parties may file claims for nuisance (including complaints involving noise and light), personal injury and property or natural resource damage allegedly caused by our operations and the release of petroleum hydrocarbons, hazardous substances or wastes into the environment. Although we are not presently aware of any such material liability related to our current or former locations or business operations, such liability could arise in the future and could materially and adversely affect our business and the results of our operations.

Government regulations, weather conditions and natural hazards may affect our business.

Climate change, drought, overuse of sources of water, the protection of threatened species or habitats or other factors may limit the availability of ground and surface water. Climate change and seasonal drought conditions may impact our access to water supplies, and drought conditions currently exist in several areas of the United States. Governmental restrictions on water use may also result in decreased access to water supplies, which may adversely affect our financial condition and results of operations. Water service interruptions due to severe weather events are also possible. These include winter storms and freezing conditions in colder climate locations, high wind conditions in

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areas known to experience tornados, earthquakes in areas known to experience seismic activity, high water conditions in areas located in or near designated flood plains, hurricanes and severe electrical storms also have the potential to impact our access to water.

Any interruption in our ability to access water could materially and adversely affect our financial condition and results of operations. Furthermore, losses from business interruptions or damage to our facilities might not be covered by our insurance policies and such losses may make it difficult for us to secure insurance in the future at acceptable rates.

Failure to protect or enforce our intellectual property could reduce or eliminate any competitive advantage and reduce our potential sales and profitability and the cost of protecting or enforcing our intellectual property may be significant.

Our long-term success depends on our ability to market innovative competitive products. We own a number of patents, trade secrets, copyrights, trademarks, trade names and other forms of intellectual property related to our products and services throughout the world and the operation of our business, which we rely on to distinguish our services and solutions from those of our competitors. Patents have a limited life and, in some cases, have expired or will expire in the near future. We also have non-exclusive rights to intellectual property owned by others in certain of our markets. For example, some of our products may include components that are manufactured by our competitors. Our intellectual property may be challenged, invalidated, stolen, circumvented, infringed or otherwise violated upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms, or at all. In addition, the global nature of our business increases the risk that our intellectual property may be subject to infringement, theft or other unauthorized use or disclosure by others. Our ability to protect and enforce intellectual property rights, including through litigation or other legal proceedings, also varies across jurisdictions and in some cases, our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are less protective than those in the United States. Our inability to obtain sufficient protection for our intellectual property, or to effectively maintain or enforce our intellectual property rights, could lead to reputational harm and/or adversely impact our competitive position, business, financial condition or results of operations.

Competitors and others may also initiate litigation or other proceedings to challenge the scope, validity or enforceability of our intellectual property or allege that we infringed, misappropriated or otherwise violated their intellectual property. Any litigation or proceedings to defend ourselves against allegations of infringement, misappropriation, or other violations of intellectual property rights, regardless of merit, could be costly, divert attention of management and may not ultimately be resolved in our favor. If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may be prevented from using certain intellectual property or offering certain products, or may be liable for substantial damages, which in turn could materially adversely affect our business, financial condition or results of operations. We may also be required to develop an alternative, non-infringing product that could be costly, time-consuming or impossible, or seek a license from a third party, which may not be available on terms that are favorable to us, or at all. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Our ability to manufacture is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in manufacture of our spacecraft or increased costs.

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Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

The financial reporting obligations of being a public company in the United States are expensive and time consuming and place significant additional demands on our management.

The obligations of being a public company in the United States place additional demands on our management and require significant expenditures, including costs resulting from public company reporting obligations under the Exchange Act; the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act and the Dodd Frank Wall Street Reform and Consumer Protection Act; and the listing requirements for Nasdaq. Our management and other personnel devote a substantial amount of time to ensure that we comply with these requirements. Moreover, despite reforms made possible by the Jumpstart Our Business Startups Act of 2012 and the 2015 Fixing America’s Surface Transportation Act, the reporting requirements, rules, and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly if we were no longer to qualify as a smaller reporting company. Any changes that we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all.

These rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These factors also could make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, particularly to serve on our Audit Committee and Compensation Committee, or as executive officers.

WODI has no operating history as a publicly traded company, and its historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable indicator of its future results.

The historical financial information included in this proxy statement/prospectus/consent solicitation statement from WODI’s operation as a private company does not necessarily reflect the results of operations and financial position we would have achieved as a publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:

·Prior to the Business Combination, we operated as a private company. WODI’s historical financial information reflects allocations of corporate expenses as a private company. These allocations may not reflect the costs we will incur for similar services in the future as a publicly traded company. 

·WODI’s historical financial information does not reflect changes that we expect to experience in the future as a result of becoming a publicly traded company, including changes in the financing, insurance, cash management, operations, cost structure and personnel needs of WODI’s business. As a publicly traded entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, or access capital markets, on terms as favorable to us as those we obtained as a private company prior to the Business Combination, and WODI’s results of operations may be adversely affected. In addition, WODI’s historical financial data do not include an allocation of interest expense comparable to the interest expenses we will incur as a result of the Business Combination and related transactions. 

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If we are unable to complete an initial business combination on or prior to November 5, 2024, our public stockholders may receive only approximately $10.95 per share on the liquidation of our trust account (or less than $10.95 per share in certain circumstances where a third party brings a claim against us that the Sponsor is unable to indemnify), and our warrants will expire worthless.

If we are unable to complete an initial business combination on or prior to November 5, 2024, our public stockholders may receive only approximately $10.95 per share on the liquidation of our trust account (or less than $10.95 per share in certain circumstances where a third party brings a claim against us that the Sponsor is unable to indemnify (as described below)), and our warrants will expire worthless.

You must tender your Public Shares in order to validly seek redemption at the FRLA Special Meeting of Stockholders.

In connection with tendering your Public Shares for redemption, you must elect either to physically tender your share certificates to VStock or to deliver your Public Shares to VStock electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case at least two business days before the FRLA Special Meeting.

The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against FRLA, the proceeds held in trust could be reduced and the per Public Shares liquidation price received by the holders of Public Shares may be less than $10.00.

FRLA’s placing of funds in trust may not protect those funds from third party claims against FRLA. Although FRLA has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of FRLA’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly,

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the proceeds held in trust could be subject to claims which could take priority over those of FRLA’s public stockholders. If FRLA liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, the Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, FRLA cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for our stockholders may be less than $10.00 per Public Shares due to such claims.

Additionally, if FRLA is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in FRLA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, FRLA may not be able to return $10.00 to our public stockholders.

Any distributions received by FRLA stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, FRLA was unable to pay its debts as they fell due in the ordinary course of business.

FRLA’s Certificate of Incorporation provides that it will continue in existence only until November 5, 2024. If FRLA is unable to consummate a transaction within the required time periods, upon notice from FRLA, the trustee of the Trust Account will distribute the amount in its Trust Account to its public stockholders. Concurrently, FRLA shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although FRLA cannot assure you that there will be sufficient funds for such purpose.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from the proceeds held in the Trust Account.

However, we may not properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If FRLA’s due diligence investigation of WODI was inadequate, then stockholders of FRLA following the Business Combination could lose some or all of their investment.

Even though FRLA conducted a thorough due diligence investigation of WODI, it cannot be sure that this diligence uncovered all material issues that may be present inside WODI or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of WODI and its business and outside of its control will not later arise.

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Because the post-combination company will be a publicly traded company by virtue of a merger as opposed to an underwritten initial public offering, the process does not use the services of one or more underwriters, which could result in less diligence being conducted.

In an underwritten initial public offering, underwriters typically conduct due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because FRLA is already a publicly traded company, an underwriter has not been engaged. The Sponsor is owned by WODI and therefore the Sponsor may have an inherent conflict of interest because its shares and warrants will be worthless if a business combination is not completed, management and the board of directors of the acquirer, as well as private investors, undertake a certain level of due diligence. However, this due diligence is not necessarily the same level of due diligence undertaken by an underwriter in a traditional initial public offering. If such investigation had occurred, certain information in this proxy statement/prospectus/consent solicitation statement may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm FRLA’s operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against FRLA, whether or not resolved in FRLA’s favor, could result in substantial costs and divert FRLA’s management’s attention from other business concerns, which could adversely affect FRLA’s business and cash resources and the ultimate value FRLA’s stockholders receive as a result of the Business Combination.

The Initial Stockholders who own shares of FRLA Class B Common Stock will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

As of the Record Date, the Initial Stockholders (including FRLA’s directors and officers) owned an aggregate of 2,443,750 shares of FRLA Class B Common Stock. They have waived their right to redeem any of their shares of FRLA Class B Common Stock in connection with a stockholder vote to approve a proposed initial business combination or sell any shares of FRLA Class B Common Stock to FRLA in a tender offer in connection with a proposed initial business combination, or to receive distributions with respect to any shares of FRLA Class B Common Stock upon the liquidation of the Trust Account if FRLA is unable to consummate a business combination. Based on a market price of $[__] per Public Share on [__], 2024, the value of the shares of FRLA Class B Common Stock held by the Initial Stockholders was $[__]. The shares of FRLA Class B Common Stock acquired prior to the IPO will be worthless if FRLA does not consummate a business combination. Consequently, our directors’ discretion in identifying and selecting WODI as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in FRLA’s public stockholders’ best interest.

FRLA is requiring stockholders who wish to redeem their Public Shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

FRLA is requiring stockholders who wish to redeem their Public Shares to either tender their certificates to VStock or to deliver their Public Shares to VStock electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the FRLA Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and VStock will need to act to facilitate this request. It is FRLA’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from VStock. However, because FRLA does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While FRLA has been advised that it takes a short time to deliver Public Shares through the DWAC System, FRLA cannot assure you of this fact. Accordingly, if it

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takes longer than FRLA anticipates for stockholders to deliver their Public Units, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Public shares.

FRLA will require its public stockholders who wish to redeem their Public Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If FRLA requires public stockholders who wish to redeem their Public Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, FRLA will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their Public Shares in such a circumstance will be unable to sell their securities after the failed acquisition until FRLA has returned their securities to them. The market price of the Public Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

If FRLA’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of FRLA’s securities.

FRLA has entered into a registration rights agreement by and among FRLA, the Sponsor, the Initial Stockholders, and the Representatives, pursuant to which registration rights were granted with respect to the Founder Shares, Private Placement Shares, and shares of FRLA Class A Common Stock issued in payment of working capital loans made to FRLA at a price of $10.00 per share (the “Working Capital Shares”) (collectively, the “Registrable Securities”), pursuant to which at any time commencing after the consummation of FRLA’s initial business combination, the holders of the Registrable Securities are entitled to make a demand that FRLA register the resale Registrable Securities. If such persons exercise their registration rights with respect to all of their securities, then there will be additional shares of Common Stock eligible for trading in the public market after the closing of the Business Combination. The presence of these additional shares of Common Stock trading in the public market may have an adverse effect on the market price of FRLA’s securities.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of FRLA’s securities may decline.

The market price of FRLA’s securities may decline as a result of the Business Combination if:

·FRLA does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or 

·The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts. 

Accordingly, investors may experience a loss as a result of decreasing stock prices.

FRLA’s directors and officers may have certain conflicts in determining to recommend the acquisition of WODI, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

FRLA’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that the FRLA Class B Common Stock owned by FRLA’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and FRLA otherwise fails to consummate a business combination prior to November 5, 2024 (unless such date has been

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The Combined Company’s stock price may fluctuate significantly.

The market price of the Combined Company’s Common Stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

·actual or anticipated fluctuations in our results of operations due to factors related to its business; 

·success or failure of its business strategies; 

·competition and industry capacity; 

·changes in interest rates and other factors that affect earnings and cash flow; 

·its level of indebtedness, its ability to make payments on or service its indebtedness and its ability to obtain financing as needed; 

·its ability to retain and recruit qualified personnel; 

·its quarterly or annual earnings, or those of other companies in its industry; 

·announcements by us or its competitors of significant acquisitions or dispositions; 

·changes in accounting standards, policies, guidance, interpretations or principles; 

·the failure of securities analysts to cover, or positively cover, its Common Stock after the Business Combination; 

·changes in earnings estimates by securities analysts or its ability to meet those estimates; 

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·the operating and stock price performance of other comparable companies; 

·investor perception of the company and its industry; 

·overall market fluctuations unrelated to its operating performance; 

·results from any material litigation or government investigation; 

·changes in laws and regulations (including tax laws and regulations) affecting its business; 

·changes in capital gains taxes and taxes on dividends affecting stockholders; and 

·general economic conditions and other external factors. 

Low trading volume for the Combined Company’s Common Stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of the above factors on stock price volatility.

Should the market price of our shares drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against the Combined Company could cause the Combined Company to incur substantial costs and could divert the time and attention of its management and other resources.

Your percentage ownership in the Combined Company may be diluted in the future.

Stockholders’ percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Combined Company will be granting to directors, officers and other employees. The FRLA Board has adopted the Incentive Plan subject to stockholder approval, for the benefit of certain of our current and future employees, service providers and non-employee directors. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our Common Stock.

From time-to-time, the Combined Company may opportunistically evaluate and pursue acquisition opportunities, including acquisitions for which the consideration thereof may consist partially or entirely of newly-issued shares of Combined Company common stock and, therefore, such transactions, if consummated, would dilute the voting power and/or reduce the value of our common stock.

An active, liquid trading market for the Combined Company’s Common Stock may not develop, which may limit your ability to sell your shares.

An active trading market for the Combined Company’s shares of Common Stock may never develop or be sustained following the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither the Combined Company nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Combined Company’s Common Stock. An inactive market may also impair the Combined Company’s ability to raise capital to continue to fund operations by issuing shares and may impair the Combined Company’s ability to acquire other companies or technologies by using the Combined Company’s shares as consideration.

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The issuance of additional shares of common stock or convertible securities will likely dilute your ownership and could adversely affect the stock price.

From time to time in the future, the Combined Company will likely issue additional shares of common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. Additional shares of common stock may also be issued upon exercise of outstanding stock options and warrants to purchase Common Stock. The issuance by us of additional shares of Common Stock or securities convertible into Common Stock would dilute your ownership of the Combined Company and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Common Stock. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

Issuing additional shares of the Combined Company’s capital stock, other equity securities, or securities convertible into equity would dilute the economic and voting rights of our existing stockholders, could reduce the market price of our Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. The Combined Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of the Combined Company’s Common Stock bear the risk that the Combined Company’s future offerings may reduce the market price of the Combined Company’s Common Stock and dilute their percentage ownership.

Future sales, or the perception of future sales, of the Combined Company’s Common Stock by the Combined Company or its existing stockholders in the public market could cause the market price for the Combined Company’s Common Stock to decline.

The sale of substantial amounts of shares of the Combined Company’s Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In connection with the Business Combination, certain of FRLA’s stockholders, including the Sponsor and its affiliates, agreed that, subject to certain exceptions, they will not, during the period beginning at the effective time of the Business Combination and the date that is six months after the date of the Business Combination (subject to early release if WODI consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for, or that represent the right to receive shares of Common Stock, or any interest in any of the foregoing.

Upon the expiration or waiver of the lock-up described above, shares held by these stockholders will be eligible for resale, subject to, in the case of stockholders who are our affiliates, volume, manner of sale, and other limitations under Rule 144 promulgated under the Securities Act; provided, however, stockholders may only rely on Rule 144 commencing one year after the Combined Company has filed current “Form 10” information with the SEC and reflecting its status as an entity that is no longer a shell company and so long as the Combined Company remains current in its reporting obligations.

In addition, certain of our stockholders will have registration rights under a registration rights agreement to be entered into prior to the Closing pursuant to which we are obligated to register such stockholders’ shares of Common Stock and other securities that such stockholders may acquire after the Closing. Upon the effectiveness of the applicable registration statement, these shares of Common Stock will be available for resale without restriction, subject to any lock-up agreement.

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The market price of shares of our Common Stock could drop significantly if the holders of the shares described above sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our Common Stock or other securities.

If securities or industry analysts publish inaccurate or unfavorable research or reports about the Combined Company’s business, its stock price and trading volume could decline.

The trading market for the Common Stock depends, in part, on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our Common Stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Common Stock would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our Common Stock to decline. Moreover, if one or more of the analysts who cover us downgrades our Common Stock, or if our reporting results do not meet their expectations, the market price of our Common Stock could decline.

The Combined Company may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the per share price of the Common Stock may be volatile and, in the past, some of the companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on FRLA’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Company to significant liabilities.

Changes in tax laws or exposure to additional income tax liabilities could affect WODI’s future profitability.

Factors that could materially affect WODI’s future effective tax rates include but are not limited to:

·changes in tax laws or the regulatory environment; 

·changes in accounting and tax standards or practices; 

·changes in the composition of operating income by tax jurisdiction; and 

·WODI’s operating results before taxes. 

Because WODI does not have a long history of operating at its present scale and it has significant expansion plans, WODI’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and

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introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The new legislation had no effect on WODI’s 2022 provision for income taxes because the Company incurred losses in the U.S. in these years, and the management set up a full valuation allowance against its U.S. federal and states deferred tax assets.

In addition to the impact of the Tax Act on WODI’s federal taxes, the Tax Act may impact its taxation in other jurisdictions, including with respect to state income taxes. State legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions. Additionally, other foreign governing bodies may enact changes to their tax laws that could result in changes to WODI’s global tax position and materially adversely affect its business, results of operations and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and technologies and the use of intangibles. Tax authorities could disagree with WODI’s future intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If WODI does not prevail in any such disagreements, its profitability may be affected.

WODI’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2022, WODI had approximately $0.2 million of U.S. federal and $0 of state net operating loss carryforwards available to reduce future taxable income. Of the approximately $0.2 million in U.S. federal net operating loss carryforwards, $0 will be carried forward indefinitely for U.S. federal tax purposes. It is possible that WODI will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in WODI’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. WODI has not yet undertaken an analysis of whether the Business Combination constitutes an “ownership change” for purposes of Section 382 and Section 383 of the Code. In addition, certain U.S. states have imposed additional limitations on the use of net operating loss carryforwards not otherwise imposed on the use of U.S. federal net operating loss carryforwards and may impose additional limitations in the future.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We are subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

·changes in the valuation of our deferred tax assets and liabilities; 

·expected timing and amount of the release of any tax valuation allowances; 

·tax effects of stock-based compensation; 

·costs related to intercompany restructurings; 

·changes in tax laws, regulations or interpretations thereof; or 

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·lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates. 

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If the Business Combination does not qualify as a tax-free reorganization under Section 368(a) of the Code, holders of WODI Common Stock may incur a substantially greater U.S. federal income tax liability as a result of the Business Combination.

FRLA is furnishing this proxy statement/prospectus/consent solicitation statement to its stockholders as part of the solicitation of proxies by the FRLA Board for use at the FRLA Special Meeting to be held virtually at [     ] a.m. Eastern Time, on [     ], 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus/consent solicitation statement provides FRLA stockholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

The FRLA Special Meeting will be held virtually at [     ] a.m. Eastern Time, on [     ], 2024. FRLA has determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast at https:// [     ] in order to facilitate stockholder attendance and participation.

During the FRLA Special Meeting, FRLA’s stockholders will be asked to consider and vote upon the following proposals:

·To consider and vote upon a proposal to approve the transactions contemplated under the Business Combination Agreement, dated as of October 24, 2023, by and among FRLA, Merger Sub, and WODI, as amended February 6, 2024, a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex A. This Proposal is referred to as the “FRLA Business Combination Proposal” or “FRLA Proposal 1.” 

·To consider and vote upon a proposal to approve the Amended Charter, a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex B. This Proposal is referred to as the “FRLA Charter Amendment Proposal” or “FRLA Proposal 2.” 

·To consider and vote upon, on a non-binding basis, certain differences between FRLA’s Current Charter and the Amended Charter, a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex B, for the following amendments (collectively, the “FRLA Advisory Charter Proposals” or “FRLA Proposal 3”): 

oChange to Authorized Capital Stock – to increase the total number of shares the Combined Company is authorized to issue (“Advisory Proposal 3A”); 

oRight of Stockholders to Act by Written Consent – to provide the right of the stockholders of the Combined Company to act by written consent except to the extent otherwise provided in our bylaws (“Advisory Proposal 3B”); and 

oRight of Stockholders to Call Meetings– to provide the right of the stockholders of the Combined Company to call a special meeting to the extent otherwise provided in our bylaws (“Advisory Proposal 3C”). 

·To consider a vote upon a proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement/prospectus/consent solicitation statement as Annex D, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “FRLA Incentive Plan Proposal” or “FRLA Proposal 4.” 

·To consider a vote upon a proposal to elect T. Riggs Eckelberry, Stephen Hall, Taron Lexton, Beau Vuillemot, Leslie Brock, and Jean-Louis Kindler as members of the Board of Directors effective as of the Closing until the expiration of their respective terms and until their respective successors are duly  

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appointed and qualified. This Proposal is called the “FRLA Director Election Proposal” or “FRLA Proposal 5.”

·To consider and vote upon a proposal to approve the issuance of the Common Stock in connection with transactions contemplated in the Business Combination Agreement as required by Nasdaq listing requirements. This Proposal is referred to as the “FRLA Nasdaq Proposal” or “FRLA Proposal 6.” 

·To consider a vote upon a proposal to approve the adjournment of the FRLA Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals. This Proposal is called the “FRLA Adjournment Proposal” or “FRLA Proposal 7.” 

The FRLA Board believes that the FRLA Business Combination Proposal, the FRLA Charter Amendment Proposal, the FRLA Advisory Charter Proposals, the FRLA Incentive Plan Proposal, the FRLA Director Election Proposal, the FRLA Nasdaq Proposal and the FRLA Adjournment Proposal are in the best interest of FRLA’s stockholders and unanimously recommends that its stockholders vote “FOR” the approval of the FRLA Business Combination Proposal, vote “FOR” the approval of the FRLA Charter Amendment Proposal, vote “FOR” the approval of the FRLA Advisory Charter Proposals, vote “FOR” the approval of the FRLA Incentive Plan Proposal, vote “FOR” the approval of the FRLA Director Election Proposal, vote “FOR” the approval of the FRLA Nasdaq Proposal and “FOR” the approval of the Adjournment Proposal.

The existence of financial and personal interests of one or more of FRLA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FRLA and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, FRLA’s officers have interests in the Business Combination that may conflict with your interests as a stockholder.

FRLA stockholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned FRLA Shares at the close of business on [     ], 2024, which is the “Record Date” for the special meeting. Stockholders will have one vote for each FRLA Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the Record Date, there were 6,271,798 FRLA Shares issued and outstanding.

Certain holders of FRLA Shares which are affiliates of directors and officers of FRLA have agreed to, among other things, vote in favor of the Business Combination. As of the date of this proxy statement/prospectus/consent solicitation statement, such holders own [     ]% of the issued and outstanding FRLA Shares.

A quorum of FRLA stockholders is necessary to hold a valid meeting. A quorum will be present at the FRLA special meeting if the holders of a majority of the issued and outstanding FRLA Shares entitled to vote at the special meeting are represented in person or by proxy. As of the Record Date for the FRLA special meeting, 3,135,900 shares would be required to achieve a quorum.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to FRLA but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national

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and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. FRLA believes all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

The approval of the FRLA Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding FRLA Shares present by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. An abstention will have the effect of a vote “AGAINST” Proposal 1. Broker non-votes will have no effect on the vote for Proposal 1.

The approval of the FRLA Charter Amendment Proposal requires the affirmative vote of the majority of the issued and outstanding FRLA Shares. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2.

The approval of the FRLA Advisory Charter Proposals require the affirmative vote of a majority of the voting power of the FRLA Shares. Abstentions will have the effect of a vote “AGAINST” Proposal 3. Broker non-votes will have no effect on the vote for Proposal 3.

The approval of the FRLA Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding FRLA Shares present in person by virtual attendance or represented by proxy and entitled to vote. Abstentions will have the effect of a vote “AGAINST” Proposal 4. Broker non-votes will have no effect on the vote for Proposal 4.

Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the FRLA Special Meeting. This means that the six director nominees who receive the most affirmative votes will be elected. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the vote for Proposal 5.

The approval of the FRLA Nasdaq Proposal requires the affirmative vote of the majority of the issued and outstanding FRLA Shares present by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 6. Broker non-votes will have no effect on the vote for Proposal 6.

The approval of the FRLA Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding FRLA Shares present in person by virtual attendance or represented by proxy and entitled to vote at the FRLA Special Meeting. Abstentions will have the effect of a vote “AGAINST” Proposal 7. Broker-non votes have no effect on the vote for Proposal 7.

Each FRLA Share that you own in your name entitles you to one vote. Your proxy card shows the number of FRLA Shares that you own.

If you are a record owner of your shares, there are two ways to vote your FRLA Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by

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the FRLA Board, “FOR” the approval of the FRLA Business Combination Proposal, “FOR” the approval of the FRLA Charter Amendment Proposal, “FOR” the approval of the FRLA Advisory Charter Proposals, “FOR” the approval of the FRLA incentive plan Proposal, “FOR” the approval of the FRLA Director Election Proposal, “FOR” the approval of the FRLA Nasdaq Proposal, and “FOR” the approval of the FRLA Adjournment Proposal, in each case, if presented to the special meeting. Votes received after a matter has been voted upon at the special meeting will not be counted.

You Can Attend the Special Meeting and Vote in Person. If your shares are registered in your name with VStock and you wish to attend the special meeting, go to https://[___], enter the control number included on your proxy card or notice of the special meeting and [click on the “Click here to preregister for the online meeting” link at the top of the page]. Just prior to the start of the special meeting you will need to log back into the special meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the special meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to [     ]. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the special meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact the Transfer Agent at least [five] business days prior to the special meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way FRLA can be sure that the broker, bank or nominee has not already voted your shares.

If you are a FRLA stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

·you may send another proxy card with a later date; 

·you may notify [     ] in writing before the special meeting that you have revoked your proxy; or 

·you may attend the special meeting, revoke your proxy, and vote, as indicated above. 

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

If you have any questions about how to vote or direct a vote in respect of your FRLA shares, you may contact [     ], FRLA’s proxy solicitor, as follows:

[     ]

The FRLA Meeting has been called only to consider the approval of the FRLA Business Combination Proposal, the FRLA Charter Amendment Proposal, the FRLA Advisory Charter Proposals, the FRLA Incentive Plan

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Proposal, the FRLA Director Election Proposal, the FRLA Nasdaq Proposal, and the FRLA Adjournment Proposal. Under FRLA’s Current Charter and Bylaws, other than procedural matters incident to the conduct of the FRLA Special Meeting, no other matters may be considered at the FRLA Special Meeting if they are not included in the notice of the FRLA Special Meeting.

Approval of the FRLA Business Combination Proposal, the FRLA Advisory Charter Proposals, the FRLA Incentive Plan Proposal, the FRLA Nasdaq Proposal, and the FRLA Adjournment Proposal each requires the affirmative vote of a majority of votes cast on the Proposal.

Approval of the FRLA Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding FRLA Shares.

Directors are elected by a plurality of all of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the FRLA Special Meeting. This means that the six director nominees who receive the most affirmative votes will be elected.

Pursuant to FRLA’s Certificate of Incorporation, a holder of Public Shares may demand that FRLA redeem such Public Shares for cash in connection with a business combination. You may not elect to redeem your Public Shares prior to the completion of a business combination.

If you are a public stockholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your Public Shares for cash no later than [     ] a.m., Eastern Time on [     ], 2024 (at least two business days before the FRLA Special Meeting). The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the Public Shares to be redeemed and must be sent to VStock at the following address:

VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598

Attn: 0-K Team

E-mail: info@vstocktransfer.com

You must tender the Public Shares for which you are electing redemption at least two business days before the FRLA Special Meeting by either:

·Delivering certificates representing the Public Shares to VStock, or 

·Delivering the Public Shares electronically through the DWAC system. 

Any corrected or changed written demand of redemption rights must be received by VStock at least two business days before the FRLA Special Meeting. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to VStock at least two business days prior to the vote at the FRLA Special Meeting.

Public stockholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Public Shares as of the Record Date. Any public stockholder who holds Public Shares of FRLA on or before [     ], 2024 (at least two business days before the FRLA Special Meeting) will have the right to demand that his, her or its Public Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

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In connection with tendering your Public Shares for redemption, you must elect either to physically tender your certificates to VStock or deliver your Public Shares to VStock electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the FRLA Special Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your Public Shares through the DWAC system. Delivering Public Shares physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and VStock will need to act together to facilitate this request. It is FRLA’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from VStock. FRLA does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Stockholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their Public Shares before exercising their redemption rights and thus will be unable to redeem their Public Shares.

In the event that a stockholder tenders its Public Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its Public Shares, the stockholder may withdraw the tender. In the event that a stockholder tenders Public Shares and the Business Combination is not completed, these Public Shares will not be redeemed for cash and the physical certificates representing these Public Shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. FRLA anticipates that a stockholder who tenders Public Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such Public Shares soon after the completion of the Business Combination.

If properly demanded by FRLA’s public stockholders, FRLA will redeem each Public Share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of [     ], 2024, this would amount to approximately $[     ] per Public Share. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the Public Shares.

Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Public Shares.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

Appraisal rights are not available to security holders of FRLA in connection with the proposed Business Combination.

FRLA is soliciting proxies on behalf of the FRLA Board. This solicitation is being made by mail but also may be made by telephone or in person. FRLA and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. FRLA will file with the SEC all scripts and other electronic communications as proxy soliciting materials. FRLA will bear the cost of the solicitation.

FRLA has engaged [     ] to assist in the proxy solicitation process and will pay [     ] a fee of $[     ], plus disbursements.

FRLA will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. FRLA will reimburse them for their reasonable expenses.

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As of the date of this proxy statement/prospectus/consent solicitation statement, there are 6,271,798 FRLA Shares issued and outstanding, including 3,828,048 shares of FRLA Class A Common Stock and 2,443,750 shares of FRLA Class B Common Stock.

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On October 24, 2023, FRLA, entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among FRLA, Merger Sub, and WODI, as amended February 6, 2024. Pursuant to the terms of the Business Combination Agreement, a Business Combination between FRLA and WODI will be effected through the merger of Merger Sub with and into WODI, with WODI surviving the merger as a wholly-owned subsidiary of FRLA. The Combined Company will change its name to “Water on Demand, Inc.” The Board has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related transactions by the stockholders of FRLA.

The following is a summary of the material terms of the Business Combination Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus/consent solicitation statement.

The Business Combination Agreement contains representations and warranties that FRLA and Merger Sub, on the one hand, and WODI, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about FRLA or WODI, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between FRLA and Merger Sub, and WODI and are modified by the disclosure schedules.

If the FRLA Business Combination Proposal is approved, pursuant to the Business Combination Agreement, at the Effective Time, (A) each share of FRLA Class A Common Stock and each share of FRLA Class B Common Stock (other than such shares of FRLA Class B Common Stock held by the Sponsor which were forfeited pursuant to the Sponsor Letter Agreement) that is issued and outstanding immediately prior to the Merger shall become one share of Common Stock, (B) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into one share of WODI Common Stock; (C) each share of WODI Preferred Stock shall convert to WODI Common Stock in accordance with the terms thereof immediately prior to the Effective Time; (D) each share of WODI Common Stock (other than the WODI Common Stock held as treasury stock by WODI) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive that number shares of Common Stock equal to the Merger Consideration (as defined below); (E) any shares of WODI Common Stock that are restricted or subject to vesting shall automatically vest and be converted into shares of Common Stock granted as part of the Merger Consideration; (F) certain convertible promissory notes issued by WODI shall convert into shares of WODI Common Stock; and (G) each share of WODI Common Stock held by WODI as treasury stock immediately

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prior to the Effective Time will be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

WODI shareholders shall be entitled to, with respect to each outstanding share of WODI Common Stock, a number of Merger Consideration Shares equal to the Exchange Ratio, where the Exchange Ratio is equal to the quotient of (A) (i) $32,000,000, divided by (ii) the sum of the aggregate number of shares of WODI Common Stock outstanding immediately prior to the Effective Time, and (B) (i) the aggregate amount of cash on deposit in the Trust Account (without giving effect to the redemption of any shares by FRLA’s public stockholders) as of two business days prior to the Closing Date, including interest not previously released to FRLA to pay taxes of FRLA divided by (ii) the total number of then issued and outstanding FRLA Class A Common Stock (without giving effect to the redemption of any shares by FRLA’s public stockholders).

The total consideration to be received by WODI Security Holders at the Closing will be the issue of Class A Common stock with an aggregate value equal to $32,000,000.

Cancellation of Securities

Each share of WODI capital stock, if any, that is owned by FRLA, Merger Sub, WODI, or any of their subsidiaries (as treasury stock or otherwise) immediately prior to the Effective Time, will automatically be cancelled and retired without any conversion or consideration.

Common Stock

Each share of WODI Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of WODI capital stock cancelled as described above and any dissenting shares) will be converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio.

Merger Sub Securities

Each share of WODI Common Stock that is subject to restricted stock grants shall automatically vest immediately prior to the Effective Time and thereafter shall be canceled and extinguished and converted into the right to receive that number shares of Common Stock equal to the Merger Consideration.

Directors and Executive Officers of the Combined Company Following the Business Combination

Each current member of the FRLA Board will cease to be a director upon the consummation of the Business Combination, except for Beau Vuillemot, who will remain a director on the Combined Company’s board of directors. Effective as of the Closing, the board of directors of the Combined Company will initially consist of six individuals: three persons that are designated by WODI prior to the Closing (the “WODI Director Designees”); and three persons that are mutually designated by FRLA and WODI prior to the Closing, each of whom shall be required to qualify as an independent director under the Nasdaq rules.  FRLA consented to the increase in the size of the board of directors of the Combined Company to six directors.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, those with respect to access to certain information, notification of the occurrence of certain facts and circumstances, listing, indemnification, directors’ and officers’ insurance, and cooperation in the preparation of this proxy statement/prospectus/consent solicitation statement.

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The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the Business Combination and related transactions, (ii) the Form S-4 becoming effective in accordance with the provisions of the Securities Act, (iii) the conditional approval for listing by Nasdaq of the shares of Class A Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement and the Subscription Agreements and satisfaction of initial and continued listing requirements, (iv) the election of certain individuals to the FRLA Board as set forth in the Business Combination Agreement, (v) approval by FRLA stockholders of the Business Combination and related transactions, (vi) approval by the WODI shareholders of the Business Combination and related transactions, (vii) solely with respect to FRLA and Merger Sub, (A) the fundamental representations and warranties of WODI being true and correct in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Business Combination Agreement) on WODI or any of its subsidiaries, (B) WODI having duly performed or complied with all of its obligations under the Business Combination Agreement in all material respects, and (C) no event having occurred that would result in a Material Adverse Effect on WODI or any of its subsidiaries, and (viii) solely with respect to WODI, (A) the fundamental representations and warranties of FRLA and Merger Sub being true and correct in all respects unless failure would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Business Combination Agreement) on FRLA or Merger Sub, (B) FRLA and Merger Sub having duly performed or complied with all of their respective obligations under the Business Combination Agreement in all material respects.

The Business Combination Agreement contains representations and warranties of WODI relating to, among other things, corporate existence and power, corporate authorization, capitalization, indebtedness, non-contravention, consents, capital structure, organizational documents, assumed names, subsidiaries, financial statements, absence of certain changes, properties, title to WODI’s assets, litigation, contracts, licenses and permits, compliance with laws, intellectual property, customers and suppliers, employees and employee benefit plans, withholding, labor matters, real property, tax matters, environmental laws, finder’s fees, directors and officers, certain business practices, international trade matters, anti-bribery compliance, compliance with health care laws and certain contracts, insurance, related party transactions and data privacy matters.

The Business Combination Agreement contains representations and warranties of FRLA and Merger Sub relating to, among other things, corporate existence and power, corporate authorization, governmental authorization, non-contravention, finder’s fees, issuance of shares, capitalization, information supplied, FRLA’s Trust Account, related party transactions, listing, board approval, financial statements, absence of changes, litigation, compliance with laws, tax matters, and contracts.

None of the representations, warranties or covenants, including any rights upon breach of such representations, warranties or covenants will survive the Closing except for such covenants and agreements that by their terms expressly apply post-Closing.

The Business Combination Agreement may be terminated at any time prior to the Effective Time as follows:

(i)by mutual written consent of FRLA and WODI; 

(ii)by either FRLA or WODI if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied by the earlier of (A) the Outside Date and (B) 30 days following receipt by the breaching party of a written notice of the breach 

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(iii)by either FRLA or WODI if the Business Combination and related transactions are not consummated on or before the Outside Date, provided that, no party shall have the right to terminate the agreement for this cause if their own breach of covenants or obligations under the Business Combination Agreement was the proximate cause of the failure to consummate the Business Combination prior to the Outside Date; 

(iv)by either FRLA or WODI, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and non-appealable; 

(v)by either FRLA or WODI if the FRLA Special Meeting, has been held (including any adjournment thereof), has concluded, and either FRLA’s stockholders have duly voted and failed to approve the Business Combination Agreement, the Business Combination and the related transactions or if WODI fails to obtain the approval of the WODI shareholders by the WODI Shareholder Consent; 

(vi)by WODI should FRLA not have timely taken such actions as are reasonably necessary pursuant to the Trust Agreement and the Governing Documents of FRLA to extend the period of time for it to complete an initial business combination for an additional period of an aggregate of six (6) months from May 5, 2023; provided, that WODI timely deposit into the Trust Account the funds required for such extension by the Trust Agreement; 

(vii)by FRLA should WODI not deposit into the Trust Account in a timely manner the funds necessary to extend the period for FRLA to complete an initial business combination for an additional period of an aggregate of six (6) months from May 5, 2023; and 

(viii)by FRLA should: (i) Nasdaq not approve the initial listing application for the combined company with Nasdaq in connection with the transactions contemplated by this Agreement; (ii) the combined company not have satisfied all applicable initial listing requirements of Nasdaq; or (iii) the common stock of the combined company not have been approved for listing on Nasdaq prior to the Closing Date. 

The foregoing summary of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Business Combination Agreement, which is filed as Annex A hereto, and which is incorporated by reference in this report. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement.

Sponsor Letter Agreement. Concurrently with the execution of the Business Combination Agreement, the Sponsor, FRLA and WODI entered into a Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the conversion ratio set forth in the Certificate of Incorporation or other governing documents of FRLA or any other anti-dilution or similar protection with respect to the FRLA Class B Common Stock, such that the FRLA Class B Common Stock will convert into Common Stock at the Closing on a one-to-one basis, and (c) subject certain of the FRLA Class B Common Stock currently held by the Sponsor and certain Class A Common Stock issuable to the Sponsor on exercise of a warrant owned by the Sponsor to potential forfeiture, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Incentive Plan. FRLA has agreed to approve and adopt an equity incentive plan (the “Incentive Plan”) to be effective as of the Closing and in a form mutually acceptable to FRLA and WODI, subject to approval of the Incentive Plan by

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the FRLA’s stockholders. The Incentive Plan will provide for an initial aggregate share reserve equal to 10% of the number of shares of common stock on a fully diluted basis at the Closing.

When FRLA stockholders and other interested persons consider the recommendation of its board of directors in favor of approval of the Business Combination, such persons should keep in mind that the directors and executive officers of FRLA may have interests in the Business Combination and other proposals that may be different from, or in addition to, those of FRLA stockholders generally. These interests include, among other things:

·The Sponsor is owned by WODI, and as such the Sponsor has a direct interest in the completion of the Business Combination. As the Sponsor, WODI has expended significant capital in the form of extension payments and other costs in furtherance of the Business Combination. 

·If an initial business combination, such as the Business Combination, is not completed by November 5, 2024, FRLA will be required to dissolve and liquidate. In such event, the Founder Shares will be worthless because holders have agreed to waive their rights to any liquidation distributions. 2,443,750 Founder Shares were purchased by the Initial Stockholders prior to the IPO for an aggregate purchase price of $25,000. The Sponsor became the beneficial owner of 2,343,750 of those shares. Subsequently, the Sponsor transferred some of its Class B Common Stock to FRLA’s directors and officers, and now holds 2,283,750 shares. Additionally, the Sponsor has agreed to forfeit some of its Founder Shares such that after Closing, it will hold 761,250 Founder Shares. The Sponsor’s remaining 761,250 Founder Shares had an aggregate market value of approximately $[     ] based on the closing price of Public Shares on the Nasdaq Stock Market as of [     ], 2024. 

·If an initial business combination, such as the Business Combination, is not completed by November 5, 2024, the 60,000 FRLA Class B Common shares granted by the Sponsor (“Director Shares”) to Messrs. Pollack (30,000 shares), Goodman (20,000 shares) and Spick (10,000 shares) will be worthless. The Director Shares had an aggregate market value of approximately $[     ] based on the closing price of Public Shares on the Nasdaq Stock Market as of [     ], 2024. 

·Beau Vuillemot, a director of FRLA, is anticipated to continue as a director of the Combined Company. 

·The exercise of FRLA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest. 

FRLA’s board of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and the Business Combination Agreement.

The terms of the proposed Business Combination are the result of an extensive search by FRLA for a potential transaction and negotiations between representatives of FRLA and WODI (and its affiliates). The following is a brief description of the background of these negotiations and the resulting proposed Business Combination.

FRLA is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

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On November 5, 2021, FRLA consummated its IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Unit consists of one share of FRLA Class A Common Stock, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of FRLA Class A Common Stock at an exercise price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, FRLA completed the private sale (the “Private Placement”) of 545,500 Private Placement Shares, including 505,500 shares to the Sponsor and 40,000 shares to U.S. Tiger Securities (“U.S. Tiger”) and EF Hutton, a division of Benchmark Investment LLC, two representatives of the several underwriters, at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to FRLA of $5,455,000. The proceeds of $99,705,000 ($10.20 per Unit) in the aggregate from the IPO and the Private Placement, were placed in the Trust Account, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

The Company issued 120,000 Representative Shares in Class A Common Stock to the Representatives of the underwriters for the Company’s IPO, as part of their underwriting compensation. The Representative Shares are identical to the public shares except that the Representatives have agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, the Representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination by November 5, 2024.

Prior to the closing of its IPO, neither FRLA, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with FRLA.

The following chronology summarizes the key meetings and events that led to the signing of the BCA. The following chronology does not purport to catalogue every conversation among representatives of FRLA, WODI and other parties.

After its IPO, FRLA’s former officers and directors (“Former Management”) commenced an active search for prospective businesses and assets to acquire. Former Management committed to utilize the diligence, rigor, and expertise of their respective platforms to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for an initial business combination.

Their strategy was to identify, acquire, and initiate business combination with the mindset and goal to build and grow companies from various industries. They sought potential targets which they believed could materially grow revenue and earnings through the efforts of a combined management team following completion of an initial business combination. They committed to not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

At the time of the IPO and in the initial months afterward, Former Management did not have any specific business combination under consideration. They reported that they were continuously made aware of potential business opportunities: proprietary transaction opportunities that originated as a result of their business relationships, direct outreach, and deal sourcing activities; and target business candidates brought to their attention from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups, large business enterprises, and other market participants.

FRLA was not prohibited from pursuing an initial business combination with a business combination target that is affiliated with its founders, officers, directors, or advisors or making the acquisition through a joint venture or other form of shared ownership with its officers, directors or advisors. However, in the event that FRLA should seek to complete an initial business combination with a business combination target that is affiliated with FRLA’s founders, officers, directors, or advisors, FRLA would obtain an opinion from an independent investment banking firm which

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is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view.

Former Management found a target that they felt to be suitable, and on May 22, 2022, FRLA announced that it had entered into a definitive merger agreement pursuant to acquire the business of VCV Power Sigma, Inc. (“Sigma”) and VCV Power Gamma, Inc. (“Gamma” and, together with Sigma, “VCV Digital Technology”). VCV Digital Technology developed digital asset mining solutions and services that aimed to rely on renewable energy for Blockchain/Web3 computing infrastructure deployment. However, for reasons unknown to the current FRLA management, on July 19, 2022, the parties mutually agreed to terminate the merger agreement and the transaction contemplated thereby was abandoned.

Originally, FRLA had until November 5, 2022 to consummate a business combination, with the right to extend the time period under certain circumstances. On November 4, 2022, an aggregate of $977,500 (the “First Extension Payment”) was deposited into the Trust Account for the public shareholders, representing $0.10 per public share, which enables FRLA to extend the period of time it has to consummate its initial Business Combination by three months from November 5, 2022 to February 5, 2023. In connection with the First Extension Payment, FRLA issued unsecured promissory notes to certain initial stockholders including (i) a note of $413,750 to Mr. Koon Keung Chan, then manager of the Sponsor, (ii) a note of $150,000 to U.S. Tiger, and (iii) a note of $170,000 to Dr. Lei Xu, then President and Chairwoman of FRLA. The three promissory notes together with FRLA’s working capital were used to pay for the First Extension Payment.

Effective December 22, 2022, the Sponsor entered into a Securities Transfer Agreement with each of U.S. Tiger (as designee of Lei Huang), Lei Xu, Yuanmei Ma, Norman C. Kristoff, David Xianglin Li, Michael Davidov, and Christy Szeto (the “Class B Sellers”) pursuant to which the Class B Sellers sold to the Sponsor an aggregate of 343,750 shares of FRLA Class B Common Stock for the purchase price of $3,506.25. Effective December 22, 2022, the Sponsor, the owners of the Sponsor (Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan) (collectively, the “Sellers”) and WODI NV entered into a Membership Interest Purchase and Transfer Agreement pursuant to which they sold to WODI NV all right, title and interest in and to the membership interests held by each of Messrs. Cheung, Chan, and Chan in the Sponsor (100 membership interests) for $400,000. As a result, beneficial ownership of the 2,343,750 shares out of 2,443,750 issued and outstanding shares of FRLA Class B Common Stock of FRLA held by the Sellers was transferred to WODI NV. Out of the issued and outstanding shares of FRLA Class B Common Stock, an aggregate of 100,000 shares remain owned by Former Management.

Also, on December 22, 2022, each of Koon Keung Chan, Lei Xu, and U.S. Tiger assigned each of their promissory notes issued on November 4, 2022 in the aggregate amount of $733,750 to the Sponsor.

Lastly, effective December 22, 2022, each member of the Board of Directors and each officer of FRLA (Former Management) resigned from their respective positions, and new board members and a principal executive officer (“New Management”) were appointed.

On January 5, 2023, FRLA signed a non-binding Letter of Intent (the “WODI NV LOI”) with WODI NV, under which FRLA proposed to acquire all the outstanding securities of WODI NV based on certain material financial and business terms and conditions being met. The business combination was subject to due diligence of WODI NV as well as negotiating a definitive agreement; and there was no assurance that any definitive agreement would be reached between WODI NV and FRLA.

Besides the WODI NV LOI disclosed above, New Management did not at that time select any other potential business combination target or initiate any substantive discussions, directly or indirectly, with any other potential business combination prospects.

On February 6, 2023, $977,500 (the “Second Extension Payment”) was deposited into the Trust Account to extend the period of time FRLA had to consummate our initial business combination by three months from February

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5, 2023 to May 5, 2023. In connection with the Second Extension Payment, FRLA issued an unsecured promissory note to WODI NV.

After prior approval of our board of directors, on April 10, 2023, at a special meeting of stockholders, FRLA’s stockholders approved the filing of an amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”) to extend the period of time for FRLA to consummate a business combination, up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023). On April 11, 2023, FRLA filed the Amendment with the Delaware Secretary of State. The stockholder vote to approve the Amendment also triggered a redemption right for the holders of the public shares of FRLA Class A Common Stock. As a result of the Amendment, 4,493,968 shares of FRLA Class A Common Stock elected to be redeemed.

From February 2023 through September 2023, FRLA’s management conducted due diligence and held detailed conversations with WODI NV’s management team to evaluate its suitability as an acquisition target. A preliminary draft definitive agreement was circulated in May 2023, and WODI NV provided FRLA access to a data room in June 2023. In those discussions and based on a review of projections that had been provided, a tentative transaction value in the range of $25 to $35 million was contemplated.

In mid-July 2023, Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”) was engaged by FRLA.

Starting on July 28, 2023, FRLA, OriginClear, Nelson Mullins and KBA held a weekly video conference to track the overall progress of the proposed business combination, review open due diligence requests, track progress of the audit and resolve open items related to the proposed business combination.

Effective April 14, 2023, WODI NV purchased certain assets of affiliated entity Modular Water Systems, Inc., a Nevada corporation (“MWS”), including trademarks, licenses, contracts, business models, accounts receivables, patents and other tangible and intangible assets used in connection with its “Modular Water Service” business (“MWS Assets”). In exchange for the MWS Assets, WODI issued to MWS 6,000,000 shares of its Class A Voting Stock.

In looking at recent operating results and growth projections for WODI NV’s pay-as you-go finance platform and the MWS Modular Water System, FRLA management requested more data regarding the combined enterprises’ competitive position, especially given MWS’ relatively short operating history along with the fact that WODI NV’s largest projected source of future growth (its plan to offer customers its pay-as-you go “water on demand”) was still pre-revenue. FRLA asked an intellectual property expert with a long-term relationship to its board chairman to do an informal review WODI NV’s patents and the IP valuation report that WODI NV had provided. Feedback from the patent review was consistent with the data in the IP valuation report. Still, the FRLA Board wanted more comfort, and so WODI NV agreed to formally retain a third-party consultant to analyze the MWS business. The consultant’s report was delivered to FRLA in August 2023, and was updated in September 2023 in response to various questions from the FRLA Board. The report supported FRLA’s favorable view of MWS.

However, as FRLA and WODI NV continued to work towards agreement on final terms, the parties concluded that MWS, which had previously been combined with its affiliate, Progressive Water Systems, Inc. (“PWT”) and then spun out from PWT as part of WODI NV, would be better off if it were still combined with PWT; combining these entities would add more revenue to the post-merger company, and there would be operating synergies, with PWT providing leads to MWS (customers who did not need PWT’s customized solutions), and MWS providing leads to PWT (customers for whom MWS’ standardized solutions might not be appropriate). FRLA’s management had initially raised the possibility in June 2023 of having PWT included as part of the de-SPAC transaction, but OriginClear Inc. (“OriginClear”) (the parent company of both WODI NV and PWT) was not receptive to the idea at that time. By August 2023, OriginClear had changed its position, and agreed to explore the inclusion of PWT. Meanwhile, FRLA was introduced to the management of PWT to being its due diligence.

The parties continued to work together in good faith with their respective advisors to agree on a structure for the business combination. The prior WODI NV data room (which excluded PWT) was updated to include new

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information regarding PWT (along with WODI NV). On August 14, 2023, KBA, on behalf of WODI, delivered via email to Nelson Mullins, on behalf of FRLA, an initial revised draft of the BCA contemplating the acquisition of WODI (the former PWT, which OriginClear had recently merged with WODI NV).

Accordingly, the prior WODI NV LOI was amended to designate WODI as the new target of the acquisition. Under the revised/amended LOI, FRLA proposed to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met. The LOI was not binding on the parties and was intended solely to guide good-faith negotiations toward definitive agreements. On September 28, 2023, FRLA and OriginClear announced that FRLA and WODI NV had agreed to nominate a new target for acquisition by FRLA.

In addition to conducting its own due diligence, FRLA retained The Benchmark Company, LLC (“Benchmark”) on June 5, 2023 to act as financial advisor to the FRLA Board in connection with the contemplated WODI NV, and later, WODI transaction (the “Transaction”), regarding transaction terms and structure. As part of that engagement, the FRLA Board requested that Benchmark provide a written opinion in connection with the Transaction (the “Benchmark Opinion”) as to whether the consideration to be paid in the Transaction is fair to FRLA’s unaffiliated public stockholders from a financial point of view.

On August 22, 2023, Nelson Mullins, on behalf of FRLA, delivered via email to KBA, on behalf of WODI, a revised draft of the BCA.

On August 30, 2023, KBA, on behalf of WODI, delivered via email to Nelson Mullins, on behalf of FRLA, a revised draft of the BCA and an initial draft of the Sponsor Letter Agreement.

On September 21, 2023, Nelson Mullins, on behalf of FRLA, delivered via email to KBA, on behalf of WODI, a revised draft of the BCA, including an agreed transaction value of $32 million for WODI (including WODI NV).

From September 21, 2023 to October 24, 2023, the parties also negotiated certain terms and conditions of the BCA and the ancillary agreements, including lock-up restrictions on the WODI shareholders, registration rights and forfeiture of FRLA shares by the Sponsor.

Between September 21, 2023 and October 24, 2023, multiple revised drafts of the BCA were exchanged between the parties. In the process, the Sponsor agreed to retire 1,522,500 of its Founder Shares.

The WODI Board’s reasons for the Business Combination include that the Business Combination provides WODI with a means to become a public company, which will provide WODI with access to capital to partially fund the growth of its business.

On October 24, 2023, the BCA was executed by the parties. In reaching its decision, the FRLA Board reviewed the results of its due diligence investigation and the results of the due diligence investigations of its third-party financial and legal advisors. The FRLA Board also received and reviewed presentations from, and discussed with, FRLA’s third-party financial and legal advisors regarding the transaction structure, material terms of the Business Combination and various aspects of WODI and the due diligence.

The due diligence conducted by FRLA’s management and information received by FRLA included, among other data:

·research on comparable companies and transactions; 

·general industry research and analysis, and a general overview of the public markets; 

·review and discussions of the transaction structure with and FRLA’s legal and financial advisors; 

·various presentations regarding WODI’s business and strategic direction and recent initiatives; 

·financial and accounting due diligence review; 

·legal diligence review conducted by FRLA’s legal advisors; 

·the Benchmark Opinion; 

·a financial, operational and documentation review by management of requested materials provided by WODI; and 

·extensive meetings and calls with WODI’s management and WODI’s representatives regarding WODI’s operations, financial condition, strategy and prospects. 

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Benchmark provides investment banking and advisory services to institutions and companies, and its investment banking practice provides valuation services in connection with financings and mergers and acquisitions for both public and private companies. Pursuant to a letter agreement dated June 5, 2023, FRLA retained Benchmark to act as financial advisor to the FRLA Board in connection with the Business Combination to provide the Benchmark Opinion to the FRLA Board as to whether the consideration to be paid by FRLA in the Business Combination is fair to FRLA’s unaffiliated public stockholders from a financial point of view. FRLA selected Benchmark based on various considerations that included Benchmark’s experience with similar transactions, reputation, knowledge of the relevant industry and fee proposal, and relevant qualifications of Benchmark’s team members.

On October 23, 2023, Benchmark reviewed its financial analysis with the FRLA Board and rendered an oral opinion to the FRLA Board, subsequently confirmed in writing on October 24, 2023, by delivery of the Benchmark Opinion addressed to the FRLA Board, that the consideration to be paid by FRLA in the Business Combination pursuant to the Business Combination Agreement, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, was fair to FRLA’s unaffiliated public stockholders from a financial point of view.

The Benchmark Opinion is addressed to, and is intended for the use, information and benefit of the FRLA Board (solely in its capacity as such) and only addressed the fairness, from a financial point of view, of the consideration to be paid by FRLA in the Business Combination to FRLA’s unaffiliated public stockholders as of the date of such opinion. Benchmark was not requested to, and the Benchmark Opinion does not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the FRLA Board, FRLA, its security holders or any other party to proceed with or effect the Business Combination, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Business Combination or otherwise (other than the consideration to the extent expressly specified herein), (iii) the fairness of any portion or aspect of the Business Combination to the holders of any class of securities, creditors or other constituencies of FRLA, or to any other party, except if and only to the extent expressly set forth in Benchmark Opinion, (iv) the relative merits of the Business Combination as compared to any alternative business strategies or transactions that might be available for FRLA, WODI or any other party, (v) the fairness of any portion or aspect of the Business Combination to any one class or group of FRLA’s or any other party’s security holders or other constituents vis-à-vis any other class or group of WODI’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), except if and only to the extent expressly set forth in the Benchmark Opinion, (vi) the solvency, creditworthiness or fair value of WODI, FRLA or any other participant in the Business Combination, or any

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of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (vii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Business Combination, any class of such persons or any other party, relative to the consideration or otherwise. Furthermore, no opinion, counsel or interpretation is intended in the Benchmark Opinion in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. The Benchmark Opinion assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Benchmark relied, with the consent of the FRLA Board, on the assessments by the FRLA Board, FRLA and its advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to WODI, FRLA, the Business Combination or otherwise. The Benchmark Opinion addresses only the fairness, from a financial point of view, to FRLA’s unaffiliated public stockholders as of October 24, 2023, of the consideration to be paid in the Business Combination pursuant to the Business Combination Agreement.

The Benchmark Opinion was necessarily based upon financial, economic, market, and other conditions as they existed on, and should be evaluated as of, and the information made available to Benchmark as of, the date of the Benchmark Opinion. Although subsequent circumstances, developments or events might affect the Benchmark Opinion, Benchmark does not have any obligation to update, revise or reaffirm the Benchmark Opinion. The issuance of the Benchmark Opinion was approved by its internal fairness opinion review committee. The Benchmark Opinion does not speak to any date other than the date of such opinion, and as such, the Benchmark Opinion will not address the fairness of the consideration, from a financial point of view, at any date after the date of such opinion, including at the time the Business Combination is completed.

The full text of the written opinion of Benchmark, dated October 24, 2023, which sets forth matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken in connection with the Benchmark Opinion, is attached as Annex G to this proxy statement/prospectus/consent solicitation statement. The following summary of the Benchmark Opinion in this proxy statement/prospectus/consent solicitation statement is qualified in its entirety by reference to the full text of the opinion. Benchmark provided its opinion for the information and assistance of the FRLA Board in connection with its consideration of the Business Combination. The Benchmark Opinion was not intended to be, and does not constitute, a recommendation to the FRLA Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Business Combination or otherwise.

In arriving at the Benchmark Opinion, Benchmark reviewed and considered such financial and other matters as Benchmark deemed relevant, including, among other things:

In arriving at its opinion, Benchmark relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Benchmark,

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discussed with or reviewed by Benchmark, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Benchmark relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of WODI since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Benchmark that would be material to its analyses or opinion, and that there was no information or fact that would make any of the information reviewed by Benchmark incomplete or misleading. Benchmark further relied upon the assurance of the management of FRLA and WODI that they were unaware of any facts that would make the information provided to Benchmark incomplete or misleading in any material respect. In connection with its review and arriving at its opinion, Benchmark did not assume any responsibility for the independent verification of any of the foregoing information and relied on the completeness and accuracy as represented by FRLA and WODI. In addition, Benchmark relied upon and assumed, without independent verification, that the final form of the Business Combination Agreement would not differ in any material respect from the version of the Business Combination Agreement provided to Benchmark as identified above. In addition, Benchmark did not make any independent evaluation or appraisal of the assets or liabilities of FRLA or WODI nor was Benchmark furnished with any such independent evaluations or appraisals.

Benchmark was not requested to, and did not (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Business Combination, the securities, assets, businesses or operations of FRLA or WODI or any other party, or any alternatives to the Business Combination, (b) negotiate the terms of the Business Combination or (c) advise the FRLA Board or any other party with respect to alternatives to the Business Combination.

Financial Analyses

The following is a summary of the material financial analyses performed by Benchmark in connection with the preparation of the Benchmark Opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Benchmark, nor does the order of analyses described represent the relative importance or weight given to those analyses.

The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Benchmark. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Benchmark. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Benchmark or the FRLA Board. Except as otherwise noted, the following quantitative information, to the extent it is based on market data, is based on market data as it existed on or before October 23, 2023, and is not necessarily indicative of current market conditions. All analyses conducted by Benchmark were going-concern analyses and Benchmark expressed no opinion regarding the liquidation value of any entity.

Benchmark completed a series of financial analyses to derive a range of approximate implied equity values for WODI and calculated an approximate implied per share equity value range for the shares of FRLA Common Stock to be held by FRLA’s non-redeeming unaffiliated public stockholders after giving effect to the Business Combination based on, among other things, the estimated implied pro forma percentage equity stake of such stockholders in FRLA upon consummation of the Business Combination. Benchmark’s financial analysis employed three customary approaches in conducting its analyses and arriving at the Benchmark Opinion, with no particular weight given to any:

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Selected Public Company Analysis

Benchmark performed a selected public company analysis by analyzing the valuation of publicly-listed companies that Benchmark deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark reviewed publicly-available financial and stock market information for companies primarily focused on water technology and infrastructure products and services that are publicly-listed on a US exchange. The selected public companies consisted of 11 companies that, as of 10/23/23, met the following criteria: 1) business or product descriptions that include the terms "water management", "water infrastructure", "water solutions", "water technologies", "water systems", "water purification" or "water treatment", 2) business descriptions indicating a primary focus on water technology or water infrastructure products or services, and 3) publicly-listed on a US stock exchange, and where revenue forecasts for 2024 were available. Benchmark used primarily a database provided by FactSet to screen for companies that met the above criteria based on their business descriptions, business and financial information and exchange-listing status, and further reviewed the selected public companies’ corporate websites and other publicly-available information. Benchmark reviewed, among other things, enterprise values (EV) of the selected companies, calculated as equity values based on closing stock prices on October 23, 2023, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of revenue forecasts based on consensus analysts’ estimates for the years 2024 and 2025. Benchmark’s analysis identified the following 11 companies that Benchmark deemed comparable to WODI but none of which is identical to WODI:

Benchmark applied the overall average forward enterprise value to revenue multiples observed for the selected companies to WODI’s 2024 and 2025 revenue forecasts provided to Benchmark by FRLA. This analysis resulted in an approximate implied equity value range for WODI of $38.3 million to $61.2 million.

Precedent Transaction Analysis

Benchmark performed a precedent transaction analysis by analyzing recent mergers and acquisitions involving companies that it deemed to be relevant for purposes of this analysis based on its professional judgment and experience. Benchmark analyzed the valuation of merger and acquisition transactions announced and completed over the three-year period prior to the date of the Benchmark Opinion involving companies primarily focused on water technology and infrastructure products and services and with respect to which financial terms were publicly available. The precedent transactions consisted of three merger and acquisition (M&A) transactions announced and completed over the three years preceding 10/23/23 where the target company met the following criteria: 1) business or product

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descriptions that include the terms the terms "water management", "water infrastructure", "water solutions", "water technologies", "water systems", "water purification" or "water treatment", and 2) business descriptions indicating a primary focus on water technology or water infrastructure products or services, and where certain financial information about the transaction was publicly disclosed or otherwise available, specifically the transaction’s implied enterprise value and the target’s revenues. Benchmark used primarily a database provided by FactSet to screen for transactions that met the above criteria based on the transactions’ synopsis and the targets’ business descriptions and financial information, and further reviewed publicly available information on each transaction and target company prior to inclusion in the precedent transaction analysis. Benchmark reviewed, among other things, the selected precedent transactions’ implied enterprise value multiples of revenue forecasts for one and two forward years (for transactions with respect to which revenue forecasts were not publicly available, the transaction’s implied one-year and two-year forward multiples were estimated by discounting for one and two years, respectively, the transaction’s implied enterprise value multiple of the trailing twelve months’ revenues using WODI’s estimated discount rate (the same discount rate as used in the discounted cash flow analysis). Benchmark’s analysis identified the following three precedent transactions involving target companies that Benchmark deemed comparable to WODI but none of which is identical to WODI:

Benchmark applied the overall average implied enterprise value to forward revenue multiples observed for the selected precedent transactions to WODI’s 2024 and 2025 revenue forecasts provided to Benchmark by FRLA. This analysis resulted in an approximate implied equity value range for WODI of $28.1 million to $40.9 million.

Discounted Cash Flow Analysis

Benchmark performed a discounted cash flow analysis of WODI to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that WODI was forecasted to generate over the calendar years 2024 through 2026, using the WODI financial forecasts provided to Benchmark by FRLA. The analysis included the following key assumptions, among others:

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Benchmark calculated terminal values for WODI by applying terminal multiples of 3.2x to WODI’s 2026 revenue forecast and 14.2x WODI’s 2026 EBITDA (earnings before interest, taxes, depreciation and amortization) forecast, as provided to Benchmark by FRLA. The terminal multiples were selected using the selected public companies’ average enterprise value to last twelve months (LTM) revenues and EBITDA multiples. The discounted cash flow analysis resulted in an approximate implied equity value range for WODI of $35.7 million to $62.5 million.

Summary

Based on the range of approximate implied equity values derived for WODI in the financial analyses described above, and taking into account (i) the remaining estimated cash in trust of FRLA upon consummation of the Business Combination, (ii) the number of shares of FRLA Common Stock to be issued upon consummation of the Business Combination, (iii) the number of shares of FRLA Class A Common Stock not subject to redemption and FRLA Class B Common Stock (including non-sponsor shares and sponsor shares not forfeited), and (iv) transaction-related fees and expenses, the implied pro forma percentage equity stake of FRLA’s non-redeeming unaffiliated public stockholders upon consummation of the Business Combination assuming no redemptions is estimated to be approximately 44.5%, which implies an approximate implied per share equity value range for the shares of FRLA Common Stock to be held by FRLA’s non-redeeming unaffiliated public stockholders after giving effect to the Business Combination of between approximately $8.14 and $12.37 per share, and the implied pro forma percentage equity stake of FRLA’s non-redeeming unaffiliated public stockholders upon consummation of the Business Combination assuming 90% redemption is estimated to be approximately 7.4%, which implies an approximate implied per share equity value range for the shares of FRLA Common Stock to be held by FRLA’s non-redeeming unaffiliated public stockholders after giving effect to the Business Combination of between approximately $6.25 and $13.31 per share, in each as compared to an estimated redemption value of $10.96 per share.

Miscellaneous

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, Benchmark considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of FRLA and WODI. The estimates of the future performance of WODI in or underlying Benchmark’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Benchmark’s analyses. These analyses were prepared solely as part of Benchmark’s analysis of the fairness, from a financial point of view, to FRLA’s unaffiliated public stockholders of the consideration to be paid by FRLA in the Business Combination and were provided to the FRLA Board in connection with the delivery of the Benchmark Opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Benchmark’s view of the actual value of WODI.

FRLA paid Benchmark for its services in connection with the Benchmark Opinion a cash fee equal to $350,000, which was not contingent upon either the conclusion expressed in the Benchmark Opinion or on the consummation of the Business Combination. FRLA has also agreed to indemnify Benchmark against certain potential liabilities in connection with Benchmark’s services in rendering the Benchmark Opinion and to reimburse Benchmark for certain of its expenses, if any, incurred in connection with Benchmark’s engagement with FRLA. Over the last two years, Benchmark has not provided any services to FRLA unrelated to the Benchmark Opinion or WODI for which Benchmark received compensation. Benchmark may seek to provide other financial advisory or investment banking services to FRLA, WODI and/or their affiliates and other participants in the Business Combination in the

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future for which Benchmark may receive compensation, although as of the date of the Benchmark Opinion, there was no agreement to do so nor any mutual understanding that such services were contemplated.

Benchmark comprises a research, sales and trading, and investment banking firm engaged in securities, commodities and derivatives trading and other broker activities, as well as providing financing and financial advisory services and other commercial services to a wide range of companies and individuals. In the ordinary course of its business, Benchmark may have actively traded the securities of FRLA or WODI and may continue to actively trade such securities for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments. In addition, certain individuals who are employees of, or are affiliated with, Benchmark may have in the past and may currently be stockholders of FRLA or WODI.

The analysis was only one of the many factors considered by the FRLA Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of the FRLA Board.

The following is a summary of the financial information and projections provided by WODI to FRLA as well as a summary of FRLA management’s analysis and evaluation of the information and projections. The summary set forth below does not purport to be a complete description of the financial analysis performed or factors considered by us.

None of WODI or FRLA’s management, board of directors, affiliates, advisors or other representatives assumes responsibility to update the below information and future results may be materially different from those discussed. Any projections set forth below are not necessarily indicative or predictive of future results or values, which may be significantly more or less favorable. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. Except as otherwise noted, market data used in our analysis is based on market data as of September 30, 2023 and is not necessarily indicative of current market conditions.

Certain of the measures included in the projections are non-GAAP financial measures, including EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by WODI are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

Water on Demand Inc. - Forecast

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Satisfaction of 80% Test

When you consider the recommendation of the Board in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that FRLA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

·If an initial business combination, such as the Business Combination, is not completed by November 5, 2024, FRLA will be required to dissolve and liquidate. In such event, the Founder Shares will be worthless because holders have agreed to waive their rights to any liquidation distributions. 2,443,750 Founder Shares were acquired by the Initial Stockholders prior to the IPO for an aggregate purchase price of $25,000. The Sponsor became the beneficial owner of 2,343,750 of those shares. Subsequently, the Sponsor transferred some of its Class B Common Stock to FRLA’s directors and officers, and now holds 2,283,750 shares. Additionally, the Sponsor has agreed to forfeit some of its Founders Shares such that after Closing, it will hold 761,250 Founder Shares. The Sponsor’s remaining 761,250 Founder Shares had an aggregate market value of approximately $[     ] based on the closing price of Public Shares on the Nasdaq Stock Market as of [     ], 2024. 

·If an initial business combination, such as the Business Combination, is not completed by November 5, 2024, the 60,000 FRLA Class B Common shares granted by the Sponsor (“Director Shares”) to Messrs. Pollack (30,000 shares), Goodman (20,000 shares) and Spick (10,000 shares) will be worthless. The Director Shares had an aggregate market value of approximately $[     ] based on the closing price of Public Shares on the Nasdaq Stock Market as of [     ], 2024. 

·Beau Vuillemot, a director of FRLA, is anticipated to continue as a director of the Combined Company. 

·The exercise of FRLA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our stockholders’ best interest. 

There are no appraisal rights available to FRLA stockholders in connection with the Business Combination.

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It is anticipated that, upon the Closing of the Business Combination, FRLA’s public stockholders will retain an ownership interest of approximately 38.1% in the Combined Company, the Sponsor and directors of FRLA will retain an ownership interest of approximately 17.7% in the Combined Company, the Representatives will retain an ownership interest of approximately 1.4% in the Combined Company, and the WODI shareholders will own approximately42.8% of the outstanding common stock of the Combined Company. The ownership percentages with respect to the Combined Company assume (i) there are no redemptions of any shares by the FRLA’s public stockholders, and (ii) there are no issuances of any additional shares upon the Closing of the Business Combination under the Incentive Plan.

The following table illustrates varying ownership levels in the Combined Company, assuming no redemptions by FRLA public stockholders, 25% redemption by FRLA public stockholders, 50% redemption by FRLA public stockholders, 75% redemption by FRLA public stockholders and the maximum redemptions by FRLA public stockholders:

(a) After forfeiture of 1,522,500 shares.

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The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of WODI in many respects.

Under this method of accounting, FRLA will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, WODI will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of WODI (i.e., a capital transaction involving the issuance of stock by FRLA for the stock of WODI). Accordingly, the consolidated assets, liabilities and results of operations of WODI will become the historical financial statements of the Combined Company, and FRLA’s assets, liabilities and results of operations will be consolidated with WODI’s beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of WODI in future reports. The net assets of WODI will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Pursuant to FRLA’s Certificate of Incorporation, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding Public Shares of common stock. As of [     ], 2024, this would have amounted to approximately $[     ] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you: (i) hold Public Shares, or; and (ii) prior to [     ], Eastern Time, on [     ], 2024, (a) submit a written request to VStock that FRLA redeem your Public Shares for cash and (b) deliver your Public Shares to VStock, physically or electronically through DTC.