Pittsburgh, PA, Feb. 27, 2024 (GLOBE NEWSWIRE) -- FOMO WORLDWIDE, INC. (US OTC: FOMC) announces it has agreed to acquire EcoChem Alternative Fuels LLC (“EcoChem”; https://www.hpcdfuel.com/), a U.S.-based provider of clean fuel technology systems that address the shortcomings of the world’s carbon energy supply chain. EcoChem’s mission is modernizing the world’s fossil fuel supply chain with innovative “best in class” technologies that reduce fuel consumption, protect and extend equipment life, save money, protect the environment by reducing carbon emissions, and reduce billions of dollars in health care costs associated with noxious gases and pollution. The Company’s patented processes include super filtration and magnetic cracking of carbon fuels that invariably are polluted by the aging refinery, transportation and pipeline distribution, and fueling station infrastructure of the world and therefore do not meet OEM specifications for modern engines.
Founded in 2007, EcoChem has generated revenues for over a decade primarily in the K12 school bus fleet market, has proven its technology with EPA testing in a single engine environment, has numerous long-term repeat customers, and is well positioned to expand into the public transportation market in the region and nationwide. Additional verticals in public markets (municipal, state and federal government), private transportation (trucking / shipping / other), railway, shipping (barges, tugboats, ferries, open sea vessels), military branches, and foreign countries provide EcoChem a multiple billion dollar potential market in North America and a total addressable market of $1 trillion worldwide.
Transaction Highlights
Under the letter of intent, which includes a no shop provision and a closing deadline of March 31, 2024, FOMO will acquire 100% of EcoChem’s North American assets and operations including equipment, contracts, working capital as well as an exclusive perpetual license to EcoChem’s intellectual property (“IP”), including any future improvements or additions to the IP portfolio. FOMO will also be granted a right of first refusal to acquire EcoChem’s international business and IP portfolio and an option to spin-out/spin-off the entity to FOMO shareholders by December 31, 2027 subject to mutual agreement, achievement of milestones, and market conditions. As consideration, FOMO will issue the following to EcoChem:
- Five million Restricted Series B Preferred shares convertible into 50,000,000 common shares,
- $1 million seller note with a three-year maturity, 10% interest rate, convertible into common stock at a price of $0.10 callable by FOMO if our common shares close greater than $0.30 for 20 sessions, redeemable with a 20% premium to principal and interest outstanding,
- Omnibus incentive plan of 10 million stock options to be allocated to employees over three years,
- Two Board of Directors seats.
- Incentive earn-out program whereby EcoChem will be issued 1,000,000 additional Restricted Series B Preferred shares (convertible into 10,000,000 common shares) management achieving each of the following milestones, up to a total potential earnout of 4,000,000 Series B Preferred shares over the next four years:
- Confirmation of successful completion of the carbon credit accreditation process by an independent third-party auditor or EPA certified lab test concluding the reduction of greenhouse gas emissions which opens the door for outsize fuel distribution contracts with major operators,
- Achievement of $10 million of annualized quarterly revenues by YE25,
- Achievement of $23 million of annualized quarterly revenues by YE26,
- Achievement of $52 million of annualized quarterly revenues by YE27.
Management Commentary
Said Joshua Koch, Founder of EcoChem: “Here at EcoChem, we’re in the business of redefining global infrastructure through intelligent technology. Our unwavering dedication to trailblazing innovation is matched with a deep-rooted respect for our environment. It’s not just about crafting advanced energy solutions; it’s about creating a sustainable future. We stand firm in our resolve to innovate, conserve and sustain, because we believe in shaping our future, not merely anticipating it.”
Said John Bolus, CEO of EcoChem: “This transaction will capitalize EcoChem to achieve its true potential. The patented solutions of the Company are a game changer for a vast global fuel market that is not going away any time soon despite all the recent investor focus on electric vehicles. Each Tier 1 fuel station provider, railway company, shipping operator, or military organization delivers and/or uses billions of gallons of fuel each year. We have had numerous discussions with such potential customers, and any one of them could allow EcoChem to surpass its projections. Now it’s time to execute and bring this opportunity to fruition.”
Said Vik Grover, FOMO CEO: “Today marks the 34th anniversary of our Company’s founding. I cannot think of a more fitting birthday present than announcing our exciting move into the world’s premium fuel market. Having tracked EcoChem for many years, the business checks all the right buttons for a strong growth story within a publicly traded company. EcoChem’s proven technology applied to diesel, gasoline, biofuel and jet fuel, multiple vertical industry applications, significant domestic opportunity, global expansion potential, and repeat transactional business generating carbon credits and offsets on every gallon sold all generate projection numbers that are staggering.
While we capitalize the business to gain share in EcoChem’s proven K12 fleet market, our big picture focus will be EPA accreditation of the technology and processes, which, if and when proven, will open the door to Tier 1 fuel station operators, large rail and shipping customers, the military, and more. Our initial transaction includes purchase of EcoChem’s North American assets, with future plans to acquire the rest of world business and the IP, either as part of a clean fuel subsidiary within FOMO or as a catalyst for a spin-out/spin-off IPO to shareholders. The upside to EcoChem is so significant and compelling. It’s a real game changer.”
EcoChem Alternative Fuels LLC Presentation Deck with Y1-Y2-Y3-Y4-Y5 Projections Available Here:
https://drive.google.com/file/d/1P_-tUi2-Qa3LTh15iqCmHN1jZuSoSvNJ/view?usp=sharing
FOMO HOUR To Be Held February 28th at 5:00pm ET
For further information, please see the investor sponsored FOMO WORLDWIDE, INC. Discord under “FOMO HOUR” @ https://discord.gg/uKMkc6XY5F. Transcripts of prior events are filed with the SEC on Form 8-K at www.sec.gov. The Company will host an investor meeting next Wednesday February 28th at 5:00pm to update investors on its acquisitive growth strategy.
About FOMO WORLDWIDE, INC.
FOMO WORLDWIDE, INC. (https://www.fomoworldwide.com/) is a publicly traded company focused on business incubation and acceleration. The Company invests in and advises emerging companies aligned with a growth mandate. FOMO is developing direct investment and affiliations - majority- and minority-owned as well as in joint venture formats - that afford targets access to the public markets for expansion capital as well as spin-out options to become their own stand-alone public companies. The Company has a significant stake in Himalaya Technologies, Inc. (OTC: HMLA; https://www.himalayatechnologies.com/).
Forward Looking Statements:
Statements in this press release about our future expectations, including without limitation, the likelihood that FOMO WORLDWIDE, INC. will be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to FOMO’s stockholders, and leverage capital markets to execute its growth strategy, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law. FOMO’s business strategy described in this press release is subject to innumerable risks, most significantly, whether the Company is successful in securing adequate financing. Additionally, although the Company has announced letters of intent to acquire additional companies, there is absolutely no assurance that any such transactions will result in a completed acquisition. No information in this press release should be construed in any form, shape, or manner as an indication of the Company’s future revenues, financial condition, or stock price.
Investor Contact
Investor Relations
(630) 708-0750
IR@fomoworldwide.com
