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Four Leaf Acquisition (FORL) - 2023 Q1 - Quarterly Report
FORLFour Leaf Acquisition (FORL)2023-08-09 16:00

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of 54,210,000fromthesaleof5,421,000unitsatanofferingpriceof54,210,000 from the sale of 5,421,000 units at an offering price of 10.00 per unit[132]. - The Company incurred transaction costs of 4,019,087relatedtotheIPO,including4,019,087 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 1.00perwarrant,totaling1.00 per warrant, totaling 3,449,500, with additional proceeds from the underwriters' partial exercise of their over-allotment option generating 127,500[171][172].−TheCompanyhasapromissorynotewiththeSponsorforupto127,500[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,whichisintendedforthecompletionofitsinitialbusinesscombination[142].−TheCompanyhasaworkingcapitaldeficitof55,898,120, 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 2,000,000inWorkingCapitalLoans,whichmaybeconvertedintowarrantsatapriceof2,000,000 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,contingentuponthecompletionofaninitialbusinesscombination[151].BusinessOperationsandPerformance−ForthethreemonthsendedMarch31,2023,theCompanyreportedanetlossof1,897,350, 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].−TheCompanyhasnotgeneratedanyoperatingrevenuestodateanddoesnotexpecttodosountilaftercompletingabusinesscombination[139].−ThenetlosspershareforthethreemonthsendedMarch31,2023,iscalculatedbydividingthenetlossbytheweightedaveragenumberofsharesofClassAcommonstockoutstanding[158].−TheCompanymayfacesubstantialdoubtaboutitsabilitytocontinueasagoingconcernifitcannotcompleteabusinesscombinationbythedeadline[145].AgreementsandObligations−TheCompanyenteredintoanadministrativesupportagreement,payingtheSponsor58,384[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 27,820duefromtheSponsor,anincreasefrom27,820 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].