IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Position and Performance - Approximately $30.2 million (approximately $10.97 per share) was redeemed from the Trust Account by stockholders holding 2,752,307 Public Shares[185]. - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to an additional twelve times for one month each time, with a $75,000 deposit required for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. Risks and Concerns - The Company is subject to various risks, including economic uncertainties and elevated inflation, which may impact its ability to complete a business combination[154]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Company’s financial statements raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 22, 2025[208]. - The Company may need to raise additional capital through loans or investments if it cannot complete a business combination by the deadline[209]. Expenses and Liabilities - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - As of March 31, 2025, amounts due to the Sponsor under the Administrative Support Agreement totaled $212,180[239]. Tax and Regulatory Matters - The Company is subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, based on the fair market value of shares repurchased[226]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The excise tax liability totaled $301,944 as of both March 31, 2025 and December 31, 2024[229]. Accounting and Financial Reporting - The Company is currently evaluating the potential impact of recently issued accounting standards on its financial statements[222]. - Formation and operating costs decreased in Q1 2025 compared to Q1 2024, primarily due to reduced accounting and legal expenses[212]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to formation and operating costs of $314,815 and income tax expense of $60,896[211].
Four Leaf Acquisition Corporation(FORLU) - 2025 Q1 - Quarterly Report