Four Leaf Acquisition (FORL) - 2024 Q2 - Quarterly Report

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$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].