VCV Digital Technology to Become Publicly Traded Via Business Combination with Fortune Rise Acquisition Corporation

VCV Digital Expertise is an rising U.S.-based digital property firm offering computing infrastructure for Crypto/Web3 networks to assist speed up adoption of digital asset mining options
Mixed firm to have an implied preliminary professional forma fairness worth of roughly $381.4 million translating into an enterprise worth of roughly $294.1 million, with the proposed enterprise mixture anticipated to supply roughly $99.7 million in gross proceeds, from the money held in belief and assuming no redemptions by public stockholders of Fortune Rise Acquisition Company
An extra $100 million in fairness worth provided within the type of earnout consideration to be issued and positioned into escrow at closing, topic to forfeiture if sure milestones are usually not reached
All present VCV Digital Expertise stockholders are rolling 100% of their fairness into the mixed firm
The proposed enterprise mixture is anticipated to be accomplished within the third quarter of 2022

(PRNewsfoto/Fortune Rise Acquisition Corporation) — (PRNewsfoto/Fortune Rise Acquisition Company)

NEW YORK , Might 2, 2022 /PRNewswire/ – VCV Energy Sigma, Inc. (“Sigma”) and VCV Energy Gamma, Inc. (“Gamma” and, along with Sigma, the “Firms” or “VCV Digital Expertise”), affiliated firms that collectively kind a fast-growing and sustainable U.S.-based Bitcoin mining enterprise, and Fortune Rise Acquisition Company (NASDAQ: FRLAU, FRLA and FRLAW) (“Fortune Rise”), a particular function acquisition company sponsored by Fortune Rise Sponsor LLC, introduced at this time that they’ve entered right into a definitive merger settlement pursuant to which Fortune Rise will purchase the enterprise of the Firms and the Firms will proceed as surviving, instantly wholly-owned subsidiaries of the mixed firm (the “Enterprise Mixture”).

Upon completion of the Enterprise Mixture, the mixed firm is anticipated to function below the identify “VCV Digital Expertise, Inc.” and stay listed on the Nasdaq inventory market below the brand new ticker image “XVC” with respect to its frequent inventory.

VCV Digital Expertise Highlights

VCV Digital Expertise develops digital asset mining options and providers that purpose to depend on renewable power for Blockchain/Web3 computing infrastructure deployment. With anticipated robust energy sourcing functionality – as much as 1,000MW of internet hosting capability in numerous levels of improvement deliverable from its affiliate, VCV Digital Expertise administration believes that the Firms’ self-mining, leased mining and managed mining companies are well-positioned for fast progress. As well as, VCV Digital Expertise administration believes that the Firms’ present relationships with producers, distributors and logistics suppliers all through the world will present the mixed firm with a aggressive benefit in accessing high quality miner provides. VCV Digital Expertise present mining operations are 100% U.S.-based. VCV Digital Expertise administration has a deeply rooted funding banking and finance background with an intensive community of lenders and buyers. VCV Digital Expertise administration has efficiently closed a number of miner-backed financings and anticipates tapping into its broad lender community to finance the acquisition of mining tools. On account of these components, VCV Digital Expertise has been capable of scale its enterprise quickly and Sigma generated $5.2 million in web earnings in fiscal 2021. U.S.-based crypto mining firms have instantly benefited from China’s June 2022 ban on home crypto mining, because the U.S. share of worldwide Bitcoin mining computing energy has risen from 4.1% in September 2019 to 35.4% as of August 2021, rating first worldwide, in line with the Cambridge Centre for Different Finance. VCV Digital Expertise administration expects the constructive market dynamics to proceed and additional gasoline VCV Digital Expertise’s progress within the digital asset mining market.

VCV Digital Expertise and Fortune Rise Commentary

Jerry Tang, Co-Founder and CEO of VCV Digital Expertise, remarked: “VCV Digital Expertise’s core mission is to construct sustainable computing infrastructure. We’re enthusiastic about this chance to checklist on Nasdaq, as it should enable us entry to a a lot bigger pool of capital and improve our international profile. We consider that the power to make the most of such extra capital assets will facilitate and speed up our progress in turning into a frontrunner in blockchain computing infrastructure. At our core, we consider blockchain/Web3 to be one of the necessary and revolutionary applied sciences of the twenty first century and are excited to supply the underlying computing infrastructure in an environmentally pleasant method.”

Lei Huang, CEO and Director of Fortune Rise, commented: “We’re really excited concerning the merger with VCV Digital Expertise, which we consider will allow us to deliver revolutionary digital asset mining options to the general public market. We consider the longer term prospects of the mixed firm will present nice worth to our stockholders. We look ahead to persevering with to work with VCV Digital Expertise to deliver this Enterprise Mixture to fruition.”

Transaction Overview

The mixed firm is anticipated to have a mixed implied preliminary professional forma fairness worth of roughly $381.4 million, translating into an enterprise worth of roughly $294.1 million, with the proposed enterprise mixture anticipated to supply roughly $99.7 million in gross proceeds from the money held in belief by Fortune Rise, assuming no redemptions of the general public shares of Fortune Rise and with out taking account of the transaction charges and bills. All references to obtainable money from the belief account and retained transaction proceeds are topic to any redemptions by the general public stockholders of Fortune Rise and cost of transaction charges and bills. As a part of the transaction, all Sigma and Gamma shares owned by their present fairness holders shall be transformed into frequent inventory of Fortune Rise.

At closing, roughly 24.5 million shares of Fortune Rise frequent inventory representing the preliminary merger consideration and 9.8 million shares of Fortune Rise frequent inventory representing the earnout consideration shall be issued to the Sigma and Gamma stockholders on the redemption value of Fortune Rise public shares in reference to the Enterprise Mixture (an implied worth of $10.20 per share). The earnout shares shall be issued on the closing to pre-closing stockholders of Gamma and deposited into an escrow account both to be launched to those stockholders if sure milestones are reached or to be forfeited if such milestones haven’t been reached by April 30, 2023. One fourth of the earnout shares (with an implied worth of $25 million) shall be launched to pre-closing stockholders of Gamma if an combination of 4,500 miners are deployed. An extra one fourth of the earnout shares (with an implied worth of $25 million) shall be launched for every extra tranche of two,000 miners deployed by April 30, 2023, as much as a complete of a further 6,000 miners, for whole earnout consideration of $100 million implied worth.

Pre-closing stockholders of Sigma and Gamma will roll 100% of their fairness into the mixed firm and, together with the earnout shares, will personal roughly 72.7% of the mixed firm’s excellent shares of frequent inventory, and pre-closing stockholders of Fortune Rise will personal roughly 27.3% of the mixed firm’s excellent shares of frequent inventory on a professional forma foundation (assuming no redemptions) instantly after the closing. Pre-closing stockholders of Sigma and Gamma will personal roughly 65.5%, and pre-closing stockholders of Fortune Rise will personal roughly 34.5%, of the mixed firm if all earnout shares are forfeited following April 30, 2023.

The Enterprise Mixture and the associated transactions contemplated therein (collectively, the “proposed transactions”) have been unanimously permitted by the boards of administrators of every of Sigma, Gamma, Fortune Rise and two merger subs of Fortune Rise established solely for the aim of the Enterprise Mixture, and the stockholders of every of the merger subs. Sure stockholders of Sigma and Gamma representing a majority of the voting energy of the excellent Sigma frequent inventory and a majority of the voting energy of the excellent Gamma frequent inventory have agreed to vote all of their shares of Sigma and Gamma capital inventory, as relevant, in favor of the proposed transactions. Preliminary stockholders of Fortune Rise representing 24% of the voting energy of the excellent Fortune Rise frequent inventory have agreed to vote all of their shares of Fortune Rise frequent inventory in favor of the proposed transactions.

The Enterprise Mixture and the transactions contemplated thereby are anticipated to shut within the third quarter of 2022, topic to regulatory and stockholder approvals and the satisfaction or waiver of different customary closing circumstances.

Further data relating to the proposed transactions, together with a duplicate of the merger settlement and an investor presentation, may be present in or as an exhibit to a Fortune Rise Present Report on Type 8-Ok to be filed with the U.S. Securities and Alternate Fee (the “SEC”) and made obtainable at www.sec.gov.

Advisors

Maxim Group LLC is serving as the only real monetary advisor to VCV Digital Expertise, and Day Pitney LLP serves as authorized counsel to VCV Digital Expertise. US Tiger Securities, Inc. is serving because the monetary advisor to Fortune Rise, and Robinson & Cole LLP is appearing as authorized counsel to Fortune Rise.

Administration Presentation

A presentation relating to the transaction shall be obtainable on the web site of VCV Digital Expertise at www.vcvdigitaltechnology.com. Fortune Rise may even file the presentation with the SEC as an exhibit to a Present Report on Type 8-Ok, which may be considered on the SEC’s web site at www.sec.gov.

About VCV Digital Expertise

VCV Digital Expertise is an rising U.S.-based digital property enterprise offering computing infrastructure for Crypto/Web3 networks to assist speed up adoption of digital asset mining options. VCV Digital Expertise intends to supply computing infrastructure not solely to Bitcoin mining, but in addition to the fast-growing ecosystem of blockchain. The Firms consider that the blockchain computing infrastructure will substitute the present dominant centralized platforms with its transparency, safety, safety of privateness and censorship resistance. For extra data, please go to www.vcvdigitaltechnology.com.

About Fortune Rise

Fortune Rise Acquisition Company is a clean verify firm shaped as a Delaware company for the aim of effecting a merger, capital inventory change, asset acquisition, inventory buy, reorganization, or related enterprise mixture with a number of companies besides any entity that conducts a majority of its enterprise or is headquartered in China (together with Hong Kong and Macau). Fortune Rise Sponsor LLC, which is managed by its supervisor Mr. Koon Keung Chan, is the sponsor of Fortune Rise.

Ahead-Trying Statements

This press launch consists of forward-looking statements that contain dangers and uncertainties. Ahead-looking statements are statements that aren’t historic info and could also be accompanied by phrases that convey projected future occasions or outcomes, comparable to “consider,” “might,” “will,” “estimate,” “proceed,” “anticipate,” “design,” “intend,” “anticipate,” “may,” “plan,” “potential,” “predict,” “search,” “goal,” “purpose,” “plan,” “challenge,” “forecast,” “ought to,” “would,” or variations of such phrases or by expressions of comparable that means. Such forward-looking statements, together with statements relating to anticipated monetary and operational outcomes, projections of market alternative and expectations, the estimated post-transaction enterprise worth, the benefits and anticipated progress of the mixed firm, the money place of the mixed firm following closing, the power of VCV Digital Expertise and Fortune Rise to consummate the proposed enterprise mixture and the timing of such consummation, are topic to dangers and uncertainties, which may trigger precise outcomes to vary from the forward-looking statements. These dangers and uncertainties embody, however are usually not restricted to, these components described within the part entitled “Threat Components” within the Annual Report on Type 10-Ok filed by Fortune Rise with the SEC on March 28, 2022, together with its modification filed on April 22, 2022 (the “2021 Type 10-Ok”) and in different paperwork filed by Fortune Rise with the SEC every so often. Vital components that would trigger the mixed firm’s precise outcomes or outcomes to vary materially from these mentioned within the forward-looking statements embody: VCV Digital Expertise’s restricted working historical past; VCV Digital Expertise’s potential to handle progress; VCV Digital Expertise’s potential to execute its marketing strategy; VCV Digital Expertise’s estimates of the dimensions of the markets for its enterprise; the speed and diploma of market acceptance of VCV Digital Expertise’s enterprise; VCV Digital Expertise’s potential to determine and combine acquisitions; common financial and market circumstances impacting demand for VCV Digital Expertise’s services and products; the shortcoming to finish the proposed transactions; the shortcoming to acknowledge the anticipated advantages of the proposed transactions, which can be affected by, amongst different issues, the amount of money obtainable following any redemptions of Class A typical inventory of Fortune Rise by its public stockholders; the power to satisfy Nasdaq’s itemizing requirements following the consummation of the proposed transactions; prices associated to the proposed transactions; and such different dangers and uncertainties as are mentioned within the 2021 Type 10-Ok and the proxy assertion to be filed regarding the enterprise mixture. Different components embody the chance that the proposed enterprise mixture doesn’t shut, together with as a result of failure to obtain required safety holder approvals, or the failure of different closing circumstances.

Every of VCV Digital Expertise and Fortune Rise expressly disclaims any obligations or enterprise to launch publicly any updates or revisions to any forward-looking statements contained herein to replicate any change in VCV Digital Expertise’s or Fortune Rise’s expectations with respect thereto or any change in occasions, circumstances or circumstances on which any assertion is predicated, besides as required by legislation.

Use of Projections

This press launch comprises projected monetary data with respect to VCV Digital Expertise and the mixed firm. Such projected monetary data constitutes forward-looking data, and is for illustrative functions solely and shouldn’t be relied upon as essentially being indicative of future outcomes. The assumptions and estimates underlying such projected monetary data are inherently unsure and are topic to all kinds of great enterprise, financial, aggressive and different dangers and uncertainties that would trigger precise outcomes to vary materially from these contained within the potential monetary data. See “Ahead-Trying Statements” above. Precise outcomes might differ materially from the outcomes contemplated by the projected monetary data contained on this press launch, and the inclusion of such data on this press launch shouldn’t be thought to be a illustration by any individual that the outcomes mirrored in such projections shall be achieved. Neither the unbiased auditors of Fortune Rise nor VCV Digital Expertise audited, reviewed, compiled, or carried out any procedures with respect to the projections for the aim of their inclusion on this press launch, and accordingly, neither of them expressed an opinion or offered another type of assurance with respect thereto for the aim of this press launch.

Further Details about the Transaction and The place to Discover It

The proposed transactions have been permitted by the board of administrators of every of Sigma, Gamma, Fortune Rise and merger subs of Fortune Rise, and the stockholders of the merger subs, and shall be submitted to stockholders of Fortune Rise, Sigma and Gamma for his or her approval. In reference to the approval of the Fortune Rise stockholders, Fortune Rise intends to file with the SEC (initially on a confidential foundation) a registration assertion on Type S-4 (the “Registration Assertion”), which can embody a proxy assertion containing details about the proposed transactions and the respective companies of VCV Digital Expertise and Fortune Rise, in addition to the prospectus regarding the supply of the Fortune Rise securities to be issued to pre-closing stockholders of VCV Digital Expertise in reference to the completion of the proposed transactions (the “proxy assertion/prospectus”). After the Registration Assertion has been declared efficient, Fortune Rise will mail a definitive proxy assertion and different related paperwork to its stockholders as of the file date established for voting on the proposed transaction. Fortune Rise stockholders are urged to learn, as soon as obtainable, the preliminary proxy assertion/prospectus and any amendments thereto and the definitive proxy assertion/prospectus in reference to the proposed transaction, as these supplies will include necessary details about VCV Digital Expertise, Fortune Rise and the proposed transactions. Stockholders may even have the ability to get hold of a free copy of the proxy assertion/prospectus, in addition to different filings containing details about Fortune Rise, with out cost, on the SEC’s web site (www.sec.gov).

Contributors within the Solicitation

Fortune Rise, VCV Digital Expertise and their respective administrators and govt officers and different individuals could also be deemed to be members within the solicitation of proxies from Fortune Rise’s stockholders with respect to the proposed transactions. Data relating to Fortune Rise’s administrators and govt officers is accessible within the 2021 Type 10-Ok. Further data relating to the individuals who might, below the principles of the SEC, be deemed to be members within the proxy solicitation regarding the proposed transactions and an outline of their direct and oblique pursuits, by safety holdings or in any other case, shall be contained within the proxy assertion/prospectus when it turns into obtainable.

No Provide or Solicitation

This press launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction during which such supply, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides via a prospectus assembly the necessities of the Securities Act of 1933, as amended.

For investor and media inquiries, please contact:

VCV Digital Expertise:
ir@vcvdigitaltechnology.com

Fortune Rise Acquisition Company:
fortuneriseir@gmail.com