FORL SEC filings, in plain English
Everything Four Leaf Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 18 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Four Leaf Acquisition Corp filed an 8-K on September 2, 2026, announcing a Business Combination Agreement dated August 27, 2026, with Data443 Risk Mitigation, Inc. The deal involves a $10 million PIPE investment and caps the aggregate merger consideration at 60,000,000 shares of NewCo common stock based on a $10.00 per share reference value. Why it matters: This filing initiates the formal business combination process for Four Leaf, establishing the target, transaction structure, and key financial terms ahead of the required Form S-4 registration statement and proxy solicitation.
What changed: At its June 22, 2026 special meeting, Four Leaf Acquisition Corporation's stockholders approved amendments to the charter and to the March 16, 2023 trust agreement allowing the board to extend the business combination deadline up to twelve times, one month each, from June 22, 2026 to June 22, 2027, with a $75,000 trust deposit per monthly extension; they also eliminated the $5,000,001 net tangible asset redemption limitation. All four proposals passed 1,897,828 for / 900 against out of 2,369,767 shares outstanding (1,014,517 Class A, 1,355,250 Class B), with 80.12% quorum. Holders of 893,090 public shares — approximately 88.0% of public shares — redeemed, leaving 121,427 Class A shares outstanding including 54,210 non-redeemable representative shares. Why it matters: An 88% redemption strips FORL's public float to roughly 67,000 truly public shares, leaving a near-empty OTC-traded shell with a year of monthly $75,000 extension payments and no meaningful trust to fund a target's cash needs.
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 vs 2025-06-16deadline 2026-06-22 → 2027-06-22combination deadline1 moved
- Combination deadline
- 2026-06-222027-06-22
SpacBrain reads this as 365 days later than the previous record.
The clause …“up to an additional 12 times for one month each time from June 22, 2026 until June 22, 2027, by depositing $75,000 into the Trust Account maintained by Continental. For Against Abstain ☐ ☐ ☐ PROPOSAL 3: Trust Amendment Proposal. To”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Four Leaf Acquisition Corporation's 10-Q for the quarter ended June 30, 2025 shows trust assets split between $19,856,826 of restricted cash held for 1,708,386 Class A shares pending redemption and $11,354,936 of marketable securities in trust for the remaining 960,307 redeemable shares, carried at $11.55 per share (up from $11.25 and 2,668,693 shares at December 31, 2024). Cash outside trust was $9,804. Liabilities totaled $26,886,347 including a $2,000,000 related-party convertible note, a $1,116,100 related-party promissory note, a $1,897,350 deferred underwriting fee, a $500,512 excise tax liability and a $341,250 deferred credit for operating expenses funded by Xiaoyu Dida; stockholders' deficit was $(6,632,749). As of August 22, 2025 there were 1,014,517 Class A and 1,355,250 Class B shares outstanding, and the six-month net loss was $(148,054). Why it matters: 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.
What changed vs 2025-05-20trust $30.7M → $20.0M -35%deadline 2025-06-22 → 2026-06-22shares 2.67M → 960K -64%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $30.7M$20.0M
- Combination deadline
- 2025-06-222026-06-22
- Redeemable shares
- 2.67M960K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $10,673,784 left the trust between the two filings.
The clause …“account 19,856,826 - Prepaid expenses 125,625 35,000 Total current assets 19,992,255 63,407 Other assets Marketable securities held in trust account 11,354,936 30,124,557 Total assets $ 31,347,191 $ 30,187,964 LIABILITIES, COMMON”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“twelve (12) times for one (1) month each time from June 22, 2025 to June 22, 2026 by depositing into the Trust Account, for each one-month extension, $75,000 (the “Extension Payment”). In connection with the 2025 Charter”…
SpacBrain reads this as 1,708,386 shares are no longer redeemable.
The clause …“26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 960,307 and 2,668,693 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively) 5 5 Class B common stock, $ 0.0001 par”…
The clause …“condition, potential mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Four Leaf Acquisition Corporation disclosed that on August 21, 2025 it received a Nasdaq Listing Qualifications notice for failing to file its Form 10-Q for the quarter ended June 30, 2025. Nasdaq had already issued prior non-compliance notices as a basis for delisting; the Company had appealed and been granted an extension, and this notice served as an additional delisting basis. The Company filed the Form 10-Q on August 27, 2025. Why it matters: 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.
What changed: Item 5.07: at the 2025-06-27 special meeting Four Leaf Acquisition Corp. shareholders approved all three proposals by identical 2,920,598 FOR / 308,022 AGAINST / 0 ABSTAIN votes: (1) charter extension letting the board extend the combination deadline up to twelve additional one-month periods from 2025-06-22 to 2026-06-22; (2) trust amendment requiring a $75,000 deposit per one-month extension; (3) adjournment. Record date 2025-05-13 with 4,078,153 shares outstanding (2,722,903 Class A public, 1,355,250 Class B); 3,228,620 shares (79.17%) present. Holders of 1,708,386 public shares — approximately 62.7% of public shares — redeemed. Why it matters: 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.
What changed: Item 5.07: Four Leaf Acquisition's special meeting convened 2025-06-22 with 2,936,705 of 4,078,153 Class A and Class B shares present (quorum) but was adjourned because the extension proposal (No. 1) and trust amendment (No. 2) failed to reach the required affirmative vote of 65% of all outstanding shares. The adjournment proposal passed 2,628,683 for / 308,022 against, no abstentions or broker non-votes. The meeting was adjourned to 2025-06-27 at 10:00 a.m. Pacific; record date 2025-06-13; the definitive proxy dated 2025-06-13 was supplemented on 2025-06-24 at the SEC's request. Why it matters: 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.
What changed: Supplement No. 1 dated June 24, 2025 to Four Leaf's June 13, 2025 definitive proxy for the June 22, 2025 special meeting, amending and restating the CFIUS risk factor to disclose that Mr. Alvin Wang, a resident of the People's Republic of China and a Four Leaf director, holds 81.4% of the membership interests in ALWA Sponsor, LLC, and that the Sponsor owns approximately 33.2% of Four Leaf's outstanding shares — meaning Four Leaf may be treated as a 'foreign person' whose combination with a U.S. business could be blocked, delayed, conditioned or unwound by CFIUS under FIRRMA, including via mandatory filings and presidential divestment orders. Why it matters: 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.
What changed: Definitive proxy for a virtual special meeting on June 22, 2025 at 11:00 a.m. PT (cstproxy.com/fourleaf/2025), record date close of business June 13, 2025, with three proposals: (1) Extension Amendment Proposal to amend the Second A&R certificate to let the Board extend the Combination Period up to 12 additional one-month increments from June 22, 2025 to June 22, 2026; (2) Trust Amendment Proposal to conform the March 16, 2023 Continental trust agreement, with a $75,000 Extension Payment per one-month extension funded by ALWA Sponsor, LLC against a non-interest-bearing Extension Note repayable only on closing (forgiven if no business combination, except to the extent of funds outside trust); and (3) Adjournment. Both Extension Proposals require 65% of outstanding common stock voting together; redemptions are paid only if both pass and the Board implements the Extension, and the Extension will not proceed unless at least $5,000,001 of net tangible assets remains after redemptions. Why it matters: 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.
What changed vs 2024-06-06deadline 2025-06-22 → 2026-06-22combination deadline1 moved
- Combination deadline
- 2025-06-222026-06-22
SpacBrain reads this as 365 days later than the previous record.
The clause …“up to an additional 12 times for one month each time from June 22, 2025 until June 22, 2026, by depositing $75,000 into the Trust Account maintained by Continental, for each one month extension. For Against Abstain ☐ ☐ ☐ PROPOSAL 3:”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy dated June 11, 2025 (meeting date, time and webcast link blank) for Four Leaf's extension vote, with three proposals: (1) Extension Amendment for up to 12 additional one-month extensions from June 22, 2025 to June 22, 2026; (2) Trust Amendment to the March 16, 2023 Continental trust agreement funding each month with the lesser of $50,000 and $0.06 per then-outstanding public Class A share after giving effect to redemptions; and (3) Adjournment. The company states it will not be able to complete an initial business combination by June 22, 2025 and may be forced to liquidate if the Extension is not approved. Why it matters: 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.
What changed: Q1 2025: trust held $30,666,039 and 2,668,693 redeemable Class A shares carried a redemption value of $11.42 per share, up from $11.25 at December 31, 2024, after $225,000 of extension payments were deposited into trust during the quarter. Cash outside trust was $1,264 against $4,212,935 of current liabilities (working-capital deficit ~$4.16M), including a $2,000,000 related-party convertible note, a $551,100 related-party promissory note, $301,944 of excise tax liability, $282,839 of income taxes payable and $241,250 of deferred credit for operating expenses funded by Xiaoyu Dida (of which $50,000 was funded in the quarter), plus $1,897,350 of deferred underwriting; stockholders' deficit was $(5,872,968). Shares outstanding at May 14, 2025 were 2,722,903 Class A (2,668,693 redeemable plus 54,210 non-redeemable) and 1,355,250 Class B; net loss was $59,229. Why it matters: 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.
What changed vs 2025-01-15trust $29.6M → $30.7M +4%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $29.6M$30.7M
- Combination deadline
- 2025-06-22 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.67M · unchanged
SpacBrain reads this as $1,110,054 was added to the trust between the two filings.
The clause “45 35,000 Total current assets 49,309 63,407 Other assets Marketable securities held in trust account 30,666,039 30,124,557 Total assets $ 30,715,348 $ 30,187,964 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’”…
The clause …“doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated before June 22, 2025. Our financial statements do not include any adjustments relating to the recovery of the recorded”…
The clause …“condition, potential mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments”…
The clause …“26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 shares subject to possible redemption) 5 5 Class B common stock, $ 0.0001 par value; 4,000,000 shares authorized; 1,355,250 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Four Leaf Acquisition Corporation's Form 10-K for the fiscal year ended December 31, 2024, filed April 30, 2025. As of April 29, 2025 there were 2,722,903 Class A shares and 1,355,250 Class B shares outstanding; the non-affiliate market value of Class A at June 30, 2024 was approximately $24,724,519.65. Units, Class A common stock and warrants (exercisable at $11.50) remain listed on Nasdaq as FORLU, FORL and FORLW. The company is a Delaware blank check targeting the Internet of Things and adjacent industries and discloses a material weakness in internal control over financial reporting that it has not yet remediated, along with risk factors covering the 1% IRA excise tax on redemptions, potential inability to consummate a combination due to new SPAC rules, and lack of a market for its securities. Why it matters: 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.
What changed vs 2024-04-01trust $58.1M → $30.1M -48%deadline 2024-09-22 → 2025-06-22shares 5.42M → 2.67M -51%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $58.1M$30.1M
- Combination deadline
- 2024-09-222025-06-22
- Redeemable shares
- 5.42M2.67M
- Sponsor loans outstanding
- not previously extracted$2.2M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus on companies in the IoT space or adjacent… · unchanged
SpacBrain reads this as $27,939,180 left the trust between the two filings.
The clause “00 49,842 Total current assets 63,407 60,464 Other assets Marketable securities held in trust account 30,124,557 58,063,737 Total assets $ 30,187,964 $ 58,124,201 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’”…
SpacBrain reads this as 273 days later than the previous record.
The clause …“by May 22, 2025, or if fully extend the period of time to consummate a business combination, by June 22, 2025, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public”…
SpacBrain reads this as 2,752,307 shares are no longer redeemable.
The clause …“26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 and 5,421,000 shares subject to possible redemption as of December 31, 2024 and 2023, respectively) 5 5 Class B common stock, $ 0.0001 par value;”…
The clause …“account. As of December 31, 2024, we had $28,407 in cash and we have had to borrow an aggregate of $2,195,100 from our Sponsor in order to continue funding working capital requirements and our search for a target business. If we are”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” At December 31, 2024, we had cash of $28,407 and a working capital deficit of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 3.01: on 2025-04-17 Four Leaf Acquisition received a Nasdaq Listing Qualifications notice that its failure to file the Form 10-K for the year ended 2024-12-31 is a basis for delisting from the Nasdaq Capital Market, with trading suspension and a Form 25-NSE to follow absent a timely appeal. On 2025-04-21 Nasdaq issued a second notice citing non-payment of fees required by Listing Rule 5250(f) as an additional delisting basis. The Company said it intends to appeal both determinations under the Rule 5800 Series to stay suspension pending a Panel decision, and issued a press release on 2025-04-23. Why it matters: 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.
What changed: Item 3.01: on 2025-04-08 Four Leaf Acquisition received a Nasdaq delisting letter for failing to regain compliance with the $35,000,000 minimum Market Value of Listed Securities requirement (Listing Rule 5550(b)(2)) within the 180-day compliance period that ran from the 2024-09-24 deficiency letter to 2025-03-24. Absent an appeal, trading in the common stock would be suspended at the open on 2025-04-17 and a Form 25-NSE filed; the Company had until 4:00 p.m. ET on 2025-04-15 to request a Nasdaq Hearings Panel appeal, which would stay the suspension, and said it intends to do so. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.