VCV Power Sigma, Inc. ("Sigma") and VCV Power Gamma, Inc. ("Gamma"), collectively known as VCV Digital Technology, have entered a definitive merger agreement with Fortune Rise Acquisition Corporation (NASDAQ: FRLAU, FRLA, FRLAW). This strategic business combination is projected to yield approximately $99.7 million in gross proceeds, with the merged entity retaining its Nasdaq listing under the new ticker symbol "XVC".
Key Transaction Highlights
- Combined Equity Value: ~$381.4 million (enterprise value: ~$294.1 million).
- Gross Proceeds: $99.7 million from Fortune Rise's trust account (assuming no redemptions).
- Post-Merger Entity: "VCV Digital Technology, Inc." will focus on sustainable Bitcoin mining and blockchain infrastructure.
- Ownership Structure: Pre-closing stockholders of Sigma/Gamma will own ~72.7% of the combined company (including earnout shares).
VCV Digital Technology’s Competitive Edge
VCV Digital Technology specializes in renewable-energy-powered digital asset mining, with:
- 1,000MW hosting capacity in development.
- 100% U.S.-based operations, leveraging China’s 2022 crypto mining ban.
- $5.2 million net income (Sigma, fiscal 2021).
- Strong partnerships with global manufacturers and lenders for scalable growth.
Leadership Insights
Jerry Tang, CEO of VCV Digital Technology:
"Listing on Nasdaq accelerates our mission to build sustainable blockchain infrastructure. This access to capital reinforces our commitment to environmentally friendly Web3 solutions."
Lei Huang, CEO of Fortune Rise:
"This merger positions us to innovate in digital asset mining, delivering value to stockholders through VCV’s proven operational framework."
Transaction Mechanics
- Merger Consideration: 24.5 million Fortune Rise shares issued to Sigma/Gamma stockholders.
- Earnout Shares: 9.8 million shares escrowed, releasable upon deploying 4,500–10,500 miners by April 30, 2023 ($100M total implied value).
- Closing Timeline: Expected Q3 2022, pending regulatory and stockholder approvals.
Advisors and Documentation
- Financial Advisors: Maxim Group LLC (VCV), US Tiger Securities (Fortune Rise).
- Legal Counsel: Day Pitney LLP (VCV), Robinson & Cole LLP (Fortune Rise).
- SEC Filings: Details available via SEC.gov.
FAQ Section
What is the new ticker symbol post-merger?
The combined company will trade on Nasdaq under "XVC".
How much funding will the merger provide?
Approximately $99.7 million from Fortune Rise’s trust account (pre-redemptions).
What are the earnout conditions?
Earnout shares (9.8 million) vest incrementally upon deploying miners:
- 4,500 miners: 25% release ($25M value).
- +2,000 miners per tranche (up to 10,500 total).
👉 Explore more about blockchain infrastructure growth
When is the merger expected to close?
Targeted for Q3 2022, subject to approvals.
👉 Learn how renewable energy powers crypto mining
Disclaimer: All figures and timelines are estimates, contingent on closing conditions.
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