FORL merger with Xiaoyu Dida Interconnect International Limited / Guangzhou Xiaoyu DiDa Technology Co., Ltd ("XYDD")
Xiaoyu Dida Interconnect International Limited / Guangzhou Xiaoyu DiDa Technology Co., Ltd ("XYDD")
Announced 17 December 2024.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $5M
- Exchange ratio
Each Four Leaf Class A common share converts into one Xiaoyu Dida Class A ordinary share (par $0.00005); Class B converts to Class A immediately prior; Four Leaf warrants assumed by Xiaoyu Dida on the same 1-for-1 basis. No cash consideration or stated valuation.more ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Xiaoyu Dida Interconnect International Limited
from DEF 14A (merger agreement description)The business actually being bought — described from SEC primary filings, with projections labelled as projections.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.