Pittsburgh, PA, April 03, 2024 (GLOBE NEWSWIRE) -- FOMO WORLDWIDE, INC. (US OTC: IGOT) announces it has signed a Definitive Agreement to acquire the North America assets of 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 to advance consumer fuel quality and protect the integrity of critical engine systems. The Company strives to bridge the growing gap between the demands of modern high-efficiency engines and increasingly compromised conventional fuel supplies. The Company’s patented process is specifically engineered to tackle fuel quality issues, combat degraded and contaminated fuel adhering to the more stringent OEM fuel quality standards. The process includes ultra-fine filtration, magnetic treatment, and multifunctional additives into a comprehensive fuel treatment protocol offering fleets and consumers a profitable approach for improving energy efficiency, engine longevity, and reduced carbon footprint.
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, off road eequipment, shipping (barges, tugboats, ferries, open sea vessels), military branches, and foreign countries provide EcoChem a multi-billion dollar potential market in North America and a total addressable market of $1 trillion worldwide.
Transaction Highlights
Under the Definitive Agreement, 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,
- $1.5 million seller note with a two-year maturity, 10% interest rate, convertible into common stock at a price of $0.05; $250,000 amortization on month 6 and $250,000 amortization on month 12,
- 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 5,000,000 additional Restricted Series B Preferred shares (convertible into 50,000,000 common shares) upon management achieving the following milestones 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 and the potential generation of carbon credits; FOMO intends to apply for an NSF grant of up to $2 million to fund this effort (2,000,000),
- Achievement of $10 million of annualized quarterly revenues by YE25 (1,000,000),
- Achievement of $23 million of annualized quarterly revenues by YE26 (1,000,000),
- Achievement of $52 million of annualized quarterly revenues by YE27 (1,000,000),
- $125,000 cash on closing to be on or around April 16, 2024.
Management Commentary
Said Joshua Koch, Founder of EcoChem: “We are thrilled to join forces with FOMO WORLDWIDE, as it aligns perfectly with our mission to reimagine the fuel industry and drive sustainable solutions. This partnership represents a significant milestone for EcoChem, as we combine our expertise in HPCD fuel and advanced technologies with FOMO’s industry knowledge and extensive market presence. Together, we will accelerate the adoption of HPCD fuel in North America, making a substantial impact on carbon emissions and paving the way for a more efficient and greener future.”
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: “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 potentially 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 and fuel drop market with fuel distributors, our big picture focus will be EPA certification 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 America 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.
We have also executed a Master Agent Agreement to represent EcoChem worldwide, which paves the way for additional upside through licensing, joint ventures, or other strategic arrangements. The upside to EcoChem is significant and compelling. It’s a real game changer for FOMO WORLDWIDE as we enter a new chapter. Stay tuned as we prepare to close this transaction within the next two weeks.”
EcoChem Alternative Fuels LLC Presentation Deck with Y1-Y2-Y3-Y4-Y5 Projections Available Here:
https://drive.google.com/file/d/1fwZeMYj-kiuvY2LeEHcAB3ta6y04EGJL/view?usp=sharing
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.
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.
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