Core Points - Four Leaf Acquisition Corporation received a notice from Nasdaq regarding the potential delisting of its securities due to the failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 [1] - The company also received a second notice for failing to pay certain fees required by Nasdaq Listing Rule 5250(f), which serves as an additional basis for delisting [2] - The company intends to appeal these determinations to stay the suspension of its securities and the filing of Form 25-NSE pending the Panel's decision [3] Company Overview - Four Leaf Acquisition Corporation is a blank check company incorporated in Delaware, aiming to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [4] - The company is focused on identifying target companies in the Internet of Things (IoT) market that could become attractive public companies [4] - The leadership team includes Bala Padmakumar as Chairman and Interim Chief Executive Officer, Coco Kou as Chief Financial Officer, and Robert de Neve as Chief Strategy Officer [4]

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[160]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities, with a maturity of 185 days or less[164]. - Approximately $30.2 million (approximately $10.97 per share) was removed from the Trust Account to pay stockholders who redeemed their shares[177]. - The Company had cash in the Trust Account of $29,555,985 as of September 30, 2024, intended for the initial business combination[193]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[205]. - The Class A common stock subject to possible redemption is classified as temporary equity and is accreted to redemption value over time[211]. Business Combination Extensions - The Company extended the period to consummate an initial business combination by three months to June 22, 2024, with the Sponsor depositing $542,100 into the Trust Account[175]. - At the 2024 Special Meeting, stockholders approved an amendment allowing the Company to extend the Combination Period up to an additional twelve times for one month each, from June 22, 2024, to June 22, 2025[176]. - The Company has extended the period to consummate an initial business combination multiple times, with the latest extension to October 22, 2024, each time with a $75,000 deposit from the Sponsor[181]. - The Company has until January 22, 2025, or June 22, 2025, if extensions are exercised, to complete an initial business combination, or it will face mandatory liquidation[197]. Financial Performance - For the three months ended September 30, 2024, the Company reported a net income of $131,457, primarily from $380,258 of dividend and interest income[200]. - For the nine months ended September 30, 2024, the Company had a net income of $428,715, driven by $1,875,533 of dividend and interest income[201]. - The Company withdrew $464,229 and $1,031,029 of interest and dividend income from the Trust Account for tax liabilities during the three and nine months ended September 30, 2024, respectively[194]. - As of September 30, 2024, the Company had cash of $125,986 and a working capital deficit of $2,695,136, excluding franchise and income tax liabilities[190]. Loans and Expenses - As of September 30, 2024, the Company had $1,800,100 of outstanding Working Capital Loans from its Sponsor[192]. - The Company incurred $1,051,053 in formation and general administrative costs for the nine months ended September 30, 2024[201]. - The Sponsor provided $421,000 in Working Capital Loans during the three months ended September 30, 2024, with a total of $1,528,100 received during the nine months ended September 30, 2024[230]. - The Company has $1,800,100 and $272,000 of outstanding Working Capital Loans from the Sponsor as of September 30, 2024, and December 31, 2023, respectively[230]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, with expenses of $30,000 and $90,000 for the three and nine months ended September 30, 2024, respectively[231]. Stockholder Actions and Tax Liabilities - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the initial business combination is not completed[187]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356[221]. - The Company incurred an excise tax liability of $301,944 related to the June 18, 2024, redemptions, with zero liability recorded for the three months ended September 30, 2024[221]. Accounting Standards - The Company is evaluating the potential impact of adopting ASU 2023-09 on its financial statements, which addresses improvements to income tax disclosures[214]. - The Company does not believe that any recently issued accounting standards would have a material impact on its unaudited condensed financial statements[215].

Business Combination and Trust Account - The Company extended the period to consummate an initial business combination until August 22, 2024, with a deposit of $75,000 into the Trust Account[116]. - The Company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[104]. - The Company has the ability to extend the Combination Period up to twelve times for one month each, with a $75,000 deposit for each extension[114]. - The Company has until August 22, 2024, or June 22, 2025, if extensions are exercised, to complete an initial business combination, failing which it will face mandatory liquidation[127]. IPO and Financial Proceeds - The Company raised total gross proceeds of $54,210,000 from its IPO of 5,200,000 units, sold at an offering price of $10.00 per unit[100]. - Following the IPO, $55,836,300 was placed in a Trust Account, to be invested in U.S. government securities[103]. - The Company incurred transaction costs of $4,019,087 during the IPO, including $2,710,500 in underwriting commissions[101]. - The deferred underwriting commission payable to the underwriter amounts to $1,897,350, contingent upon the completion of an initial business combination[134]. Financial Performance - For the three months ended June 30, 2024, the Company reported a net income of $166,656, primarily from $737,335 in dividend and interest income, offset by $424,028 in formation and administrative costs[129]. - For the six months ended June 30, 2024, the Company had a net income of $297,258, driven by $1,495,275 in dividend and interest income, against $876,445 in formation and administrative costs[130]. - The Company has a working capital deficit of $2,579,796 as of June 30, 2024, indicating insufficient funds to operate for at least the next 12 months without a business combination[127]. - The increase in income tax expense for the three months ended June 30, 2024, was primarily due to higher dividend and interest income resulting from increased interest rates[131]. Shareholder Activity - Stockholders holding 2,752,307 Public Shares redeemed their shares for approximately $30.2 million, equating to about $10.97 per share[115]. - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024[148]. - The Company accrued an excise tax liability of $301,944 related to the June 18, 2024, redemptions, with a total excise tax liability of $301,944 as of June 30, 2024[148]. Sponsor and Working Capital - The Company’s Sponsor deposited $542,100 into the Trust Account for an initial three-month extension[112]. - The Sponsor has agreed to provide up to $2,000,000 in Working Capital Loans to finance operations and transaction costs, with $1,379,100 outstanding as of June 30, 2024[123]. - The Company received $1,107,100 in Working Capital Loans from the Sponsor during the six months ended June 30, 2024[155]. - The Company has $1,379,100 of outstanding Working Capital Loans from the Sponsor as of June 30, 2024[155]. - The Company pays the Sponsor $10,000 per month for administrative support services, totaling $30,000 for the three months ended June 30, 2024[156]. Administrative and Operational Costs - The Company incurred $30,000 in administrative support expenses for both the three and six months ended June 30, 2024, consistent with the previous year[135]. - The Company recorded $30,000 in expenses related to the administrative support agreement for the three months ended June 30, 2023[156]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[122]. Accounting and Compliance - The Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value over time[139]. - The Company evaluated the classification of stock redemptions under ASC 450, resulting in charges against additional paid-in capital[140]. - The Company is currently evaluating the potential impact of new accounting standards on its financial statements[142]. Risks and Uncertainties - The Company is subject to various risks and uncertainties that may affect its ability to complete a business combination, including geopolitical tensions and market volatility[99].

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,421,000 units at an offering price of $10.00 per unit[138]. - Following the IPO, the Company placed $55,836,300 in a trust account, which will be used for its initial business combination[142]. - The Company has $59,363,777 in the Trust Account as of March 31, 2024, which is intended for the initial business combination[151]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[162]. Financial Position and Liquidity - As of March 31, 2024, the Company had cash of $5,244 and a working capital deficit of $1,815,886, indicating significant liquidity challenges[148]. - The Company has outstanding Working Capital Loans of $1,134,100 from its Sponsor as of March 31, 2024, which are to be repaid upon the consummation of a business combination[150]. - If the Company fails to complete a business combination by June 22, 2024, it will cease operations and redeem shares at a price based on the Trust Account balance[144]. - The Company has until June 22, 2024, to consummate a business combination, with a potential extension to September 22, 2024[143]. - The Company has significant doubt about its ability to continue as a going concern if a business combination is not consummated by the deadline[155]. Revenue and Income - The Company has not generated any revenues to date and does not expect to do so until after completing a business combination[149]. - For the three months ended March 31, 2024, the company reported a net income of $130,602, primarily due to $757,940 in dividend and interest income, offset by $452,417 in formation and operating costs and $174,921 in income tax expense[158]. - In comparison, for the three months ended March 31, 2023, the company experienced a net loss of $42,784, primarily due to $58,384 in formation and operating costs and a $39,181 loss related to the change in fair value of the over-allotment liability[159]. - The increase in dividend and interest income from $61,820 in Q1 2023 to $757,940 in Q1 2024 was attributed to the deposit from the IPO proceeds into the Trust Account on March 22, 2023[159]. - The company has not generated any operating revenues since the IPO, as activities have been limited to searching for a prospective initial business combination[157]. Expenses and Loans - The Company has incurred $4,019,087 in transaction costs related to the IPO, including $2,710,500 in underwriting commissions[140]. - The company incurred $30,000 in expenses related to the administrative support agreement for the three months ended March 31, 2024, compared to immaterial expenses in the same period of 2023[163]. - The company has the potential to obtain up to $2,000,000 in Working Capital Loans from the Sponsor or affiliates to finance transaction costs related to a business combination[183]. - The Company received $862,100 in Working Capital Loans from the Sponsor during the three months ended March 31, 2024, with $542,000 allocated for the Initial Extension[184]. - As of March 31, 2024, the outstanding Working Capital Loans from the Sponsor totaled $1,134,100, compared to $272,000 as of December 31, 2023[184]. Related Party Transactions - As of March 31, 2024, the company had $92,180 due to the Sponsor under the Administrative Support Agreement, included in Due to Related Party on the condensed balance sheets[163]. - As of March 31, 2024, $92,180 remains unpaid to the Sponsor under the Administrative Support Agreement, included in Due to Related Party on the balance sheets[186]. Accounting Standards - The company is evaluating the potential impact of adopting new accounting standards, including ASU 2023-09, which addresses improvements to income tax disclosures[173].

Financial Condition - As of December 31, 2023, the company had cash of $10,622 and a working capital deficit of $851,869, excluding current liabilities related to franchise and income taxes [67]. - As of December 31, 2023, the company had $10,622 in cash and had borrowed $272,000 from its Sponsor to fund working capital requirements [96]. - The company has $10.40 per share available for redemption, but this amount may be reduced due to third-party claims against the trust account [97]. - The company’s public stockholders may only receive their pro rata portion of the funds in the trust account upon liquidation, which could be less than expected [93]. - The anticipated liquidation value for public stockholders is approximately $10.40 per share, which may decrease under certain circumstances [134]. - Public stockholders may only receive funds from the trust account upon the completion of an initial business combination or under specific circumstances, with a potential redemption amount of less than $10.40 per share due to negative interest rates [204]. - The trust account funds will be invested only in U.S. government treasury obligations or money market funds, which could yield negative interest rates [204]. Business Combination Risks - The company has incurred and expects to continue incurring significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern [67]. - If the company does not complete its initial business combination by June 22, 2024, or September 22, 2024 (if the second extension is exercised), it will cease operations and redeem public shares, potentially returning only $10.40 per share [82]. - The company may complete its initial business combination without seeking stockholder approval, which could lead to a situation where a majority of public stockholders do not support the combination [70]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to complete an initial business combination [93]. - If the company does not complete its initial business combination by June 22, 2024, or if it opts for a second extension to September 22, 2024, it may be forced to liquidate [94]. - The company may enter into a business combination with a financially unstable business, which could lead to volatile revenues and difficulties in retaining key personnel [130]. - The company is not required to obtain a fairness opinion for its initial business combination, relying instead on the judgment of its board of directors [131]. - The company may incur substantial debt to complete an initial business combination, which could adversely affect financial condition and stockholder value [143]. - The potential for initial business combinations with private companies may result in less profitable outcomes due to limited available information [146]. - The company may not be able to maintain control of a target business post-combination, which could lead to management challenges [174]. - The management team may have conflicts of interest due to their involvement with other entities, potentially affecting the decision-making process regarding business combinations [190]. - The company may engage in business combinations with entities affiliated with its Sponsor or directors, raising potential conflicts of interest [196]. Regulatory and Compliance Challenges - The company faces regulatory challenges in pursuing business combinations with PRC-based entities, which may complicate acquisition efforts [68]. - The company will not conduct an initial business combination with any target company that operates through VIEs, which may limit acquisition candidates in the PRC [227]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination [223]. - The company is subject to complex procedures and requirements for mergers and acquisitions involving PRC-based businesses, which could complicate its business combination efforts [230]. - The PRC government retains significant control over foreign investments, with a negative list system that restricts foreign entities from investing in certain sectors [237]. - Changes in PRC government policies and regulations can occur rapidly and may adversely affect the ability of companies to operate profitably in the PRC [239]. - The approval process for acquisitions may involve strict time limits and economic data submissions, complicating negotiations and potentially delaying transactions [235]. Shareholder Considerations - Initial stockholders have agreed to vote in favor of the initial business combination, which may increase the likelihood of receiving requisite stockholder approval [71]. - The company may issue shares in connection with its initial business combination at a price less than the prevailing market price, potentially affecting shareholder value [77]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with the initial business combination after redemptions [75]. - The company’s Sponsor and affiliates may purchase public shares to influence stockholder approval of the initial business combination, potentially reducing the public float [86]. - The absence of a specified maximum redemption threshold may allow the company to complete an initial business combination that a majority of stockholders do not support [148]. - Amendments to the Certificate of Incorporation may facilitate initial business combinations that some stockholders may not agree with, requiring only 65% approval [152]. - Stockholders may be held liable for claims against the company to the extent of distributions received upon redemption of shares [115]. - The company does not intend to comply with certain Delaware law procedures for liquidating distributions, which may increase stockholder liability [116]. Market and Economic Factors - The competition for attractive targets among special purpose acquisition companies has increased, potentially raising costs and limiting available options for initial business combinations [135]. - The market for directors' and officers' liability insurance has become more expensive and less favorable, impacting the ability to negotiate initial business combinations [139]. - The PRC's economic growth has been uneven, and any slowdown could reduce demand for services and products, impacting potential business combinations [250]. - Recent cybersecurity regulations may require Chinese technology firms to undergo reviews before listing on foreign exchanges, narrowing the pool of potential acquisition targets [248]. - Negative publicity and litigation surrounding PRC-based companies listed in the U.S. have adversely affected stock prices, which could impact the company's operations [253]. Management and Operational Risks - Key personnel's involvement post-business combination is uncertain, and their departure could negatively impact operations and profitability [169]. - The company does not have employment agreements or key-man insurance for its executive officers, which could pose risks if key personnel leave [186]. - Past performance of the management team is not indicative of future success, and reliance on historical performance may be misplaced [185]. - The company may need to borrow additional funds from its Sponsor or affiliates to continue operations, as there is no obligation for them to provide such funds [96]. - If additional financing is required for the initial business combination, it may not be available on acceptable terms, potentially leading to restructuring or abandonment of the transaction [155].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $278,301, primarily from $736,855 of dividend and interest income earned in the Trust Account[160]. - For the nine months ended September 30, 2023, the Company had a net income of $688,628, driven by $1,465,180 of dividend and interest income[161]. - The Company incurred $621,276 in formation and general administrative costs for the nine months ended September 30, 2023[161]. - The Company has generated no operating revenues to date and does not expect to do so until after completing a business combination[150]. IPO and Financing - The Company raised total gross proceeds of $54,210,000 from its IPO by selling 5,200,000 units at an offering price of $10.00 per unit[142]. - The Company incurred $4,019,087 in transaction costs related to the IPO, including $2,710,500 in underwriting commissions[144]. - The Company issued 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating an aggregate purchase price of $3,449,500[182]. - The underwriters partially exercised their over-allotment option, resulting in the issuance of 127,400 Private Placement Warrants and generating an additional $127,500 in gross proceeds[183]. - The Company is required to pay the underwriter $1,897,350 in deferred underwriting commissions upon completion of an initial business combination[165]. - The Sponsor has agreed to loan the Company up to $2,000,000 as Working Capital Loans, which may be converted into warrants at a price of $1.00 per warrant upon consummation of the initial business combination[189]. Cash and Working Capital - The Company had cash in the Trust Account of $57,301,480 as of September 30, 2023, which is intended to be used for completing its initial business combination[153]. - As of September 30, 2023, the Company had a working capital deficit of $418,200, excluding franchise and income tax liabilities[149]. - The Company had $95,000 of outstanding Working Capital Loans from the Sponsor as of September 30, 2023[152]. - The Company recorded $95,000 in Working Capital Loans from the Sponsor as of September 30, 2023[190]. Administrative Support and Expenses - The Company incurred expenses of $30,000 and $60,000 related to the administrative support agreement for the three and nine months ended September 30, 2023, respectively[166]. - As of September 30, 2023, the Company had accrued $35,000 for amounts due to the Sponsor under the Administrative Support Agreement[191]. - The Company will cease paying monthly fees under the Administrative Support Agreement upon completion of the initial business combination or liquidation[191]. Internal Control and Compliance - The Company identified a material weakness in internal control over financial reporting related to the review and approval of cash disbursements[195]. - Significant efforts and resources are being devoted to the remediation and improvement of internal control over financial reporting[195]. - Additional time is required to ensure that newly implemented controls will operate effectively to address the material weakness[196]. - The Company has implemented additional controls related to vendor verification[197]. - Additional review of each payment made by several authorized individuals has been implemented[197]. - No other changes have materially affected internal control over financial reporting during the most recently completed fiscal quarter[197]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension of up to 18 months[155].

IPO and Financial Proceeds - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,421,000 units at an offering price of $10.00 per unit[133]. - The Company incurred transaction costs of $4,019,087 related to the IPO, including underwriting commissions and other offering costs[135]. - The underwriter will receive $1,897,350 in deferred underwriting commissions, payable only if the Company completes an initial business combination[153]. Financial Position and Liquidity - As of June 30, 2023, the Company had cash in the Trust Account amounting to $56,564,625, which is intended for use in completing its initial business combination[143]. - As of June 30, 2023, the Company had cash of $148,233 held outside the Trust Account, which may not be sufficient for operations over the next 12 months[146]. - The Company has a working capital deficit of $136,743 as of June 30, 2023, excluding franchise and income tax liabilities[139]. - The Company may need to raise additional capital through loans or investments to meet its liquidity needs prior to completing a business combination[148]. - If the Company does not complete a business combination by March 22, 2024, it will cease operations and redeem shares of Class A common stock at a price equal to the amount in the Trust Account[138]. Income and Expenses - For the three months ended June 30, 2023, the Company reported a net income of $453,111, primarily due to $666,505 in dividend and interest income earned in the Trust Account[150]. - The Company incurred formation and general administrative costs of $253,135 for the three months ended June 30, 2023, reflecting increased expenses associated with operating as a public company[151]. - The Company incurred expenses of $30,000 related to the administrative support agreement for the three and six months ended June 30, 2023[154]. Sponsor and Warrants - The Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, totaling $3,449,500[171]. - The Company has the option to convert up to $2,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant upon consummation of the initial business combination[177]. - The Company will pay the Sponsor a total of $10,000 per month for administrative services until the completion of the initial business combination or liquidation[179]. - The Company has no borrowings under the Working Capital Loans as of June 30, 2023[178]. Internal Control and Compliance - The Company identified a material weakness in internal control over financial reporting related to the review and approval of cash disbursements[183]. - Significant efforts and resources are being devoted to the remediation and improvement of internal control over financial reporting[183]. - Additional time is required to ensure that newly implemented controls will operate effectively to address the material weakness[184]. - The Company has implemented additional controls related to vendor verification[185]. - There has been no change in internal control over financial reporting that materially affects the reporting during the most recently completed fiscal quarter[185]. - Additional review of each payment is now conducted by several authorized individuals[185]. Accounting Standards - The Company is evaluating the potential impact of adopting new accounting standards effective after December 15, 2023[164]. - The Company accounts for its common stock subject to possible redemption as temporary equity, which is accreted to the redemption value over time[162]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[169].

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,421,000 units at an offering price of $10.00 per unit[132]. - The Company incurred transaction costs of $4,019,087 related to the IPO, including $2,710,500 in underwriting commissions[134]. - The Sponsor purchased 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, totaling $3,449,500, with additional proceeds from the underwriters' partial exercise of their over-allotment option generating $127,500[171][172]. - The Company has a promissory note with the Sponsor for up to $440,000 to cover IPO-related expenses, which was repaid in full on March 24, 2023[174][176]. Financial Position - As of March 31, 2023, the Company had cash in the Trust Account amounting to $55,898,120, which is intended for the completion of its initial business combination[142]. - The Company has a working capital deficit of $85,672 as of March 31, 2023, excluding franchise and income tax liabilities[138]. - The Company has zero amounts borrowed under Working Capital Loans as of March 31, 2023, but may seek additional financing if necessary[141]. - The Company has the option to borrow up to $2,000,000 in Working Capital Loans, which may be converted into warrants at a price of $1.00 per warrant upon the completion of a business combination[177]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[151]. Business Operations and Performance - For the three months ended March 31, 2023, the Company reported a net loss of $42,784, primarily due to formation and administrative costs totaling $58,384[149]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[139]. - The net loss per share for the three months ended March 31, 2023, is calculated by dividing the net loss by the weighted average number of shares of Class A common stock outstanding[158]. - The Company may face substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by the deadline[145]. Agreements and Obligations - The Company entered into an administrative support agreement, paying the Sponsor $10,000 per month for up to 12 months for office and administrative services[152]. - The Company has no material expenses related to the administrative support agreement for the period following the IPO[152]. - As of March 31, 2023, the Company recorded $27,820 due from the Sponsor, an increase from $2,820 as of December 31, 2022[173]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension to August 22, 2024[137]. - The Company has a total of 5,421,000 shares of Class A common stock sold in the IPO, which contain a redemption feature allowing for redemption in connection with liquidation or business combination[160].