Four Leaf Acquisition Corp

Installing the Data443 founder as CEO and Chairman of the SPAC three weeks before the extension vote strongly signals the shell is being repositioned toward a Data443-related transaction; the subsequent July board and CFO appointments were also drawn from Data443's orbit.

Documents FORL's collapse to roughly 1 million public shares with a $500,512 excise tax liability from prior redemptions and under $10,000 of unrestricted cash — a shell surviving entirely on sponsor and Xiaoyu Dida funding.

Confirms FORL was in active Nasdaq delisting proceedings in August 2025 for chronic late filings — the path that led to its securities moving to OTC Markets by 2026.

A 62.7% redemption leaves roughly 1.01 million public shares in trust, shrinking Four Leaf's deal currency to a stub while the board buys up to twelve more months at only $75,000 per month.

Four Leaf could not muster the 65% supermajority to extend on the first attempt and had to buy five more days plus an SEC-prompted proxy supplement, leaving liquidation risk live until the 2025-06-27 reconvened vote.

A supplemental disclosure filed two days after the scheduled meeting date that quantifies PRC control of the sponsor for the first time — 81.4% of a sponsor holding 33.2% of the company — which materially narrows Four Leaf's pool of U.S. targets and is the kind of risk that can kill a deal at the CFIUS stage.

Four Leaf states outright it cannot complete a business combination by June 22, 2025 and may be forced to liquidate if the vote fails, and it has no announced target named in the proxy — a naked one-year extension at a flat $75,000/month with an NTA floor that can block the extension if redemptions run heavy.

The preliminary extension economics here — the lesser of $50,000 and $0.06 per public share — differ from the flat $75,000 per month that appears in the June 16, 2025 definitive proxy, meaning the deposit terms were renegotiated upward in the five days before the definitive filing.

Four Leaf is running on $1,264 of operating cash with a $4.2M working-capital deficit and is having its expenses paid by its announced target Xiaoyu Dida, so target funding rather than sponsor capital is now keeping the shell alive; the $11.42 trust value against monthly extension deposits sets the floor for remaining public holders.

The Class A count of 2.72 million against a 1.36 million founder block shows the public float has already been cut down by prior redemptions, leaving a small trust to fund an IoT deal, and the unremediated material weakness in financial reporting is an added diligence flag.

Two live delisting bases — a delinquent 10-K and unpaid Nasdaq fees — put FORL's listing, and therefore its ability to close any business combination, on a hearings-panel clock.

FORL's market value has sat below the $35M Nasdaq floor for over six months and it is now in the hearings-panel end-game, with trading suspension only deferred by the appeal.

Filing a quarterly report two months late is a Nasdaq compliance risk in itself, and the underlying picture is a shell that has lost half its trust to redemptions, accrued a $301,944 excise tax, and is funding itself with a $1.8M related-party convertible note plus expense payments from its own target.

This is Four Leaf's definitive business combination agreement — a China-based lifestyle-services target reached through a BVI/HK/WFOE chain, a structure that carries PRC regulatory and listing risk for a SPAC already fighting Nasdaq delisting.

The start of FORL's delinquent-filing track at Nasdaq, which by April 2025 had compounded into 10-K delinquency, unpaid fees and an MVLS delisting determination.

Starts a hard January 20, 2025 compliance clock on a SPAC that was already searching without a target.

This is the redemption event that halved Four Leaf's trust, and the accompanying 1.5% excise tax charge plus a growing related-party convertible note mark the point at which the shell's liabilities began compounding faster than the remaining public float.

The first of Four Leaf's two twelve-month extensions: half the public float redeemed here, leaving roughly 2.72 million public shares — which the June 2025 vote then cut by a further 62.7%.

Four Leaf's extension economics collapse here from $0.10 per unit per three months to a flat $75,000 per month regardless of share count, a much weaker per-share accrual for anyone who stays in trust, and the company concedes it may be forced to liquidate if the vote fails.

As with the 2025 cycle, the preliminary deposit terms (lesser of $50,000 and $0.06 per share) were replaced by a flat $75,000 per month in the June 6, 2024 definitive proxy — Four Leaf negotiated its extension economics between preliminary and definitive both years.

Auditor change at a SPAC already carrying a going-concern paragraph and unremediated material weaknesses in internal control.

Gives the year-earlier comparison for Four Leaf: 5,475,210 Class A shares in March 2024 versus 2,722,903 in April 2025, meaning roughly half the remaining public float redeemed out during 2024 while the material weakness persisted across both years.

Sets the June 22, 2024 deadline and the $59.26 million trust balance, and shows the sponsor funding extensions with forgivable paper rather than cash at risk.

This is the second consecutive quarterly report Four Leaf filed late in 2023, an early governance signal; financially the shell was still intact with a $57.3M trust, $4,552 of cash and only $0.9M of current liabilities before the 2024 redemptions and target-funded expense arrangement took hold.

What changed: Four Leaf Acquisition Corporation terminated the December 19, 2024 Business Combination Agreement with Guangzhou Xiaoyu DiDa Technology Co., Ltd (XYDD) by mutual agreement effective July 15, 2026, after the transaction stalled under PRC regulatory review. Four Leaf owes no termination fee; instead Data443 Risk Mitigation, Inc. — Four Leaf's new proposed combination partner — signed a June 25, 2026 Compensation Agreement to issue XYDD a $2,000,000 promissory note payable in two $1,000,000 installments 90 and 120 days after deal close, accruing 15% simple interest if late and convertible after 12 months into PubCo shares at 80% of 20-day VWAP (floor of 50% of post-close 20-day VWAP, cap 19.99% of shares outstanding). 1,800,000 PubCo shares remain allocated to S.SHUN Holdings Limited for finder services on the dead XYDD deal. Why it matters: Confirms the XYDD deal is dead and Four Leaf has pivoted to Data443; the $2 million XYDD payoff plus 1.8 million finder shares are real dilution and cost carried into the new transaction.

What changed: Four Leaf Acquisition Corporation replaced most of its board and finance leadership effective July 7, 2026: directors Alvin Wang, Stephen Markscheid and Rahul Mewawalla resigned, as did CFO Coco Kou, described as part of a 'comprehensive governance restructuring in connection with the Company's strategic repositioning.' Nanuk Warman (audit chair), Jay Izso (compensation chair) and Mark DiSabato were appointed independent directors, and Greg McCraw was appointed CFO; headquarters moved to 600 Park Offices Drive, Suite 300-4133, Durham, NC 27713. Why it matters: A near-total board and CFO turnover right after the 88% redemption extension vote signals a sponsor handover or new deal sponsor; notably Warman, Izso and McCraw all have prior ties to Data443 Risk Mitigation, hinting at the identity of the incoming control group.

What changed: Four Leaf Acquisition Corporation filed a definitive proxy dated June 12, 2026 for a June 22, 2026 virtual special meeting with four proposals: (1) charter amendment allowing the board to extend the combination deadline up to 12 additional one-month increments from June 22, 2026 to June 22, 2027; (2) amendment to the March 16, 2023 trust agreement with Continental requiring a $75,000 deposit per one-month extension, funded by the Sponsor against non-interest-bearing extension notes repayable only on closing; (3) elimination of the $5,000,001 net-tangible-assets redemption limitation so shares can be redeemed without that floor; and (4) adjournment. Approval of both extension proposals is a condition to the extension, and without it the company may be forced to liquidate. Why it matters: Extends Four Leaf's life by up to a year at $75,000 per month while removing the $5,000,001 NTA floor — a signal that management expects redemptions large enough to breach it, and that the sponsor's extension notes will go unpaid if no deal closes.

What changed: Four Leaf Acquisition Corporation filed a preliminary proxy for a special meeting to extend its business-combination deadline from June 22, 2026 to June 22, 2027 via up to twelve one-month extensions, each funded by a $75,000 sponsor deposit into the trust account against a non-interest-bearing unsecured Extension Note repayable only on consummation of a business combination (forgiven if none occurs). The proxy also asks stockholders to eliminate the $5,000,001 net-tangible-asset redemption limitation, and states plainly that the company will not complete a business combination before June 22, 2026 and 'may be forced to liquidate' if the extension is not approved. Why it matters: Sets up the June 22, 2026 extension vote that ultimately drew 88% redemptions; the explicit liquidation warning and removal of the $5,000,001 NTA floor show the shell was prepared to shrink to near-zero public float to survive.

What changed: Effective June 3, 2026, Bala Padmakumar resigned as Four Leaf Acquisition Corporation's Interim Chief Executive Officer, Chairman and director, and the Board appointed Jason Remillard, 52, as Chief Executive Officer, Chairman and director. Remillard is the founder, President, CEO and Chairman of Data443 Risk Mitigation, Inc., a cybersecurity software and services company he has led since December 2017. Why it matters: Installing the Data443 founder as CEO and Chairman of the SPAC three weeks before the extension vote strongly signals the shell is being repositioned toward a Data443-related transaction; the subsequent July board and CFO appointments were also drawn from Data443's orbit.