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 5,200,000 units at an offering price of $10.00 per unit[115]. - The company completed its Initial Public Offering (IPO) on March 22, 2023, raising gross proceeds of $54,210,000 from the sale of 5,421,000 units at $10.00 per unit, including 221,000 over-allotment units[171]. - After deducting offering costs of approximately $4.0 million, the net proceeds from the IPO amounted to $55,836,300, which is approximately $10.30 per unit sold[172]. - The company’s Sponsor purchased 3,576,900 Private Placement Warrants at a price of approximately $1.00 per warrant, generating total proceeds of $3,577,000[170]. - The Sponsor purchased 3,449,500 Private Placement Warrants at $1.00 each, totaling $3,449,500, to fund the trust account and IPO costs[153]. - There has been no material change in the planned use of proceeds from the IPO and private placement as described in the final prospectus[173]. Financial Position and Performance - As of March 31, 2023, the Company had cash in the Trust Account amounting to $55,898,120, which is intended to be used for completing its initial business combination[126]. - 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[133]. - The Company has a working capital deficit of $85,672 as of March 31, 2023, excluding franchise and income tax liabilities[122]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[123]. - The Company incurred transaction costs of $4,019,087 related to the IPO, which included $2,710,500 in underwriting commissions[117]. - The Company incurred a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to unsatisfied contingencies[143]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension to August 22, 2024[121]. Liquidity and Financing - The Company has zero amounts borrowed under Working Capital Loans as of March 31, 2023, but may seek additional financing if necessary[125]. - The Company’s liquidity needs prior to the IPO were satisfied through $25,000 from the sale of Founder Shares and a loan of $395,500, which has since been repaid[125]. - The Company has the option to convert up to $2,000,000 in Working Capital Loans into warrants at $1.00 per warrant upon business combination[158]. - The Company has incurred and expects to incur expenses related to being a public company, including legal and compliance costs[123]. Internal Controls and Compliance - The Company experienced a material weakness in internal controls over financial reporting related to cash disbursements as of March 31, 2023[162]. - The Company has implemented additional controls for vendor verification and payment reviews to address the identified material weakness[164]. - The company has not reported any material changes in internal control over financial reporting during the most recently completed fiscal quarter[166]. Other Corporate Information - The Company entered into an administrative support agreement, paying $10,000 per month for up to 12 months for office and administrative services[136]. - The Company has a deferred underwriting commission of $1,897,350 payable to the underwriter upon completion of an initial business combination[135]. - As of March 31, 2023, the Company recorded $27,820 due from the Sponsor[155]. - The Company amended a promissory note to allow for borrowing up to $440,000, which was repaid in March 2023[157]. - The Sponsor initially held 2,156,250 Founder Shares, which were subsequently reduced to 1,495,000 shares after forfeitures[169]. - The company is classified as a "smaller reporting company" and is not required to provide certain risk factor disclosures[169]. - There are no legal proceedings currently pending against the company[168]. - The company has not reported any defaults upon senior securities[173]. - There are no mine safety disclosures applicable to the company[174].
Four Leaf Acquisition Corporation(FORLU) - 2023 Q1 - Quarterly Report