As filed with the U.S. Securities and Exchange Commission on January 26, 2026. Registration No. 333-290414 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPACSphere Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...

Core Viewpoint - The recent delisting of SPACs associated with Chinese companies has halted their plans for U.S. listings, highlighting the risks of the SPAC model and the unique value of the OTC market [1] Group 1: SPAC Delisting and Its Implications - Nasdaq delisted 13 securities on January 13, including three SPACs (Four Leaf, DT Cloud, AlphaTime) linked to Chinese companies, transferring them to the OTC market [1] - The delisting exposes the vulnerabilities of the SPAC model, particularly the reliance on the SPAC's continued listing status [4] - The case of Xiaoyu Tidata illustrates that even with stable business operations, a SPAC's delisting can abruptly halt the entire listing process [4] Group 2: Regulatory Changes and Challenges - New Nasdaq regulations effective January 17, 2026, will raise the minimum public float market value requirement from $5 million to $15 million and mandate that SPAC mergers must raise at least $25 million in public funds [4] - These regulatory changes create significant barriers for many small and medium-sized enterprises [4] Group 3: Advantages of the OTC Market - The OTC market offers a crucial buffer, allowing SPACs to continue merger transactions even after delisting from the main board [5] - OTC has lower financial requirements, with no strict profitability criteria and minimal annual fees ranging from a few thousand to $20,000 [6] - The listing process on the OTC market can be completed in 3-6 months, significantly faster than the 12-24 months required for a Nasdaq IPO [7] Group 4: Structured Compliance and Growth Opportunities - The OTC market features a four-tier compliance structure, catering to different stages of company development [8] - Companies already listed on domestic boards can issue ADRs on OTCQX without meeting stringent SEC registration requirements, facilitating exposure to U.S. investors [9] - The OTC market serves as a "golden stepping stone" for companies aiming to transition to Nasdaq or NYSE, with approximately 15% of Nasdaq-listed companies having previously grown on the OTC market [10] Group 5: Diverse Financing Options - The OTC market supports various financing methods, including private placements and convertible bonds, which are particularly suitable for light-asset companies in technology and biomedicine [11] - Companies can leverage the OTC market to access global financing while providing liquidity options for early investors [11] - The current delisting trend reinforces the need for Chinese companies to consider paths beyond the main board for U.S. listings [11]

As filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on December 5, 2025. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Future Money Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or ot ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on December 1, 2025. Registration No. 333-290414 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPACSphere Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...

As filed with the U.S. Securities and Exchange Commission on September 19, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPACSphere Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 8795 ...

PART I. FINANCIAL INFORMATION [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements and notes for periods ended June 30, 2025, and December 31, 2024 [Condensed Balance Sheets](index=4&type=section&id=CONDENSED%20BALANCE%20SHEETS) The condensed balance sheets provide a snapshot of the company's financial position, highlighting changes between December 31, 2024, and June 30, 2025 Condensed Balance Sheet Summary | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :-------------------------- | :------------------ | | Cash | $9,804 | $28,407 | | Restricted cash - held in trust account | $19,856,826 | $- | | Marketable securities held in trust account | $11,354,936 | $30,124,557 | | Total assets | $31,347,191 | $30,187,964 | | Total current liabilities | $24,988,997 | $3,626,322 | | Total liabilities | $26,886,347 | $5,523,672 | | Total stockholders' deficit | $(6,632,749) | $(5,359,553) | - Restricted cash held in the trust account increased significantly to **$19,856,826** as of June 30, 2025, from **$0** at December 31, 2024, primarily due to funds restricted for pending Class A common stock redemptions[11](index=11&type=chunk)[58](index=58&type=chunk)[88](index=88&type=chunk) - Marketable securities held in the trust account decreased from **$30,124,557** at December 31, 2024, to **$11,354,936** at June 30, 2025, reflecting redemptions and withdrawals[11](index=11&type=chunk)[102](index=102&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The condensed statements of operations show the company's financial performance for the three and six months ended June 30, 2025, and 2024 Condensed Statements of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $343,812 | $424,028 | $658,628 | $876,445 | | Loss from operations | $(343,812) | $(424,028) | $(658,628) | $(876,445) | | Dividend and interest income | $320,723 | $737,335 | $637,205 | $1,495,275 | | Income (loss) before income taxes | $(23,089) | $313,307 | $(21,423) | $618,830 | | Income tax provision | $(65,735) | $(146,651) | $(126,631) | $(321,572) | | Net income (loss) | $(88,824) | $166,656 | $(148,054) | $297,258 | | Basic and diluted net income (loss) per share (Class A common stock) | $(0.02) | $0.03 | $(0.04) | $0.04 | - The company reported a net loss of **$88,824** for the three months ended June 30, 2025, compared to a net income of **$166,656** for the same period in 2024. For the six months, net loss was **$148,054** in 2025 versus net income of **$297,258** in 2024[15](index=15&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - Dividend and interest income decreased significantly, from **$737,335** (Q2 2024) to **$320,723** (Q2 2025) and from **$1,495,275** (H1 2024) to **$637,205** (H1 2025), primarily due to a decreased balance in the Trust Account resulting from redemptions[15](index=15&type=chunk)[223](index=223&type=chunk) [Condensed Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Common%20Stock%20Subject%20to%20Possible%20Redemption%20and%20Stockholders%27%20Deficit) This statement details changes in common stock subject to redemption and stockholders' deficit for periods ended June 30, 2025, and 2024 Condensed Statements of Changes in Common Stock and Stockholders' Deficit Summary | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Class A Shares Subject to Possible Redemption | 960,307 | 2,668,693 | | Amount of Class A Shares Subject to Possible Redemption | $11,093,593 | $30,023,845 | | Accumulated Deficit | $(6,632,890) | $(5,359,694) | | Total Stockholders' Deficit | $(6,632,749) | $(5,359,553) | - Redemptions of Class A common stock subject to possible redemption totaled **$19,856,826** for **1,708,386 shares** during the six months ended June 30, 2025[18](index=18&type=chunk)[58](index=58&type=chunk)[88](index=88&type=chunk) - The accumulated deficit increased from **$(5,359,694)** at December 31, 2024, to **$(6,632,890)** at June 30, 2025, reflecting net losses and accretion adjustments[18](index=18&type=chunk)[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The condensed statements of cash flows outline cash activities for the six months ended June 30, 2025, and 2024 Condensed Statements of Cash Flows Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(489,603) | $(1,066,559) | | Net cash provided by (used in) investing activities | $(450,000) | $30,144,055 | | Net cash provided by (used in) financing activities | $921,000 | $(29,087,256) | | Net change in cash | $(18,603) | $(9,760) | | Cash - end of the period | $9,804 | $862 | - Net cash used in operating activities decreased from **$(1,066,559)** in H1 2024 to **$(489,603)** in H1 2025[22](index=22&type=chunk) - Investing activities shifted from providing **$30,144,055** in H1 2024 (due to redemption of investments) to using **$(450,000)** in H1 2025 (due to extension payments deposited into Trust Account)[22](index=22&type=chunk) - Financing activities provided **$921,000** in H1 2025, primarily from promissory notes, a significant change from using **$(29,087,256)** in H1 2024 due to Class A common stock redemptions[22](index=22&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and disclosures supporting the unaudited condensed financial statements [NOTE 1 - Organization and Description of Business](index=9&type=section&id=NOTE%201%20-%20Organization%20and%20Description%20of%20Business) Four Leaf Acquisition Corporation is a blank check company facing business combination extensions, Nasdaq compliance issues, and going concern uncertainties - The Company is a blank check company incorporated on March 3, 2022, for the purpose of effecting a business combination[25](index=25&type=chunk) - On December 17, 2024, the Company entered into a Merger Agreement with Xiaoyu Dida Interconnect International Limited (Smart Station)[26](index=26&type=chunk)[65](index=65&type=chunk) - The Company has extended its business combination period multiple times, most recently until September 22, 2025, with potential for further extensions until June 22, 2026, by depositing **$75,000** monthly into the Trust Account[57](index=57&type=chunk)[62](index=62&type=chunk) - The Company received delisting notices from Nasdaq due to falling below the **$35 million** Market Value of Listed Securities (MVLS) requirement and failure to timely file reports, but was granted continued listing until October 3, 2025, to complete its business combination[73](index=73&type=chunk)[76](index=76&type=chunk)[79](index=79&type=chunk) - The company's liquidity condition and potential mandatory liquidation raise substantial doubt about its ability to continue as a going concern, with cash outside the Trust Account of **$9,804** as of June 30, 2025, insufficient for the next 12 months[80](index=80&type=chunk)[82](index=82&type=chunk)[218](index=218&type=chunk) - Redemptions of Class A common stock on June 18, 2024 (**$30.2 million** for **2,752,307 shares**) and June 27, 2025 (**$19.9 million** for **1,708,386 shares**) are subject to a **1%** U.S. federal excise tax under the Inflation Reduction Act of 2022, with accrued liabilities of **$500,512** as of June 30, 2025[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) [NOTE 2 - Summary of Significant Accounting Policies](index=19&type=section&id=NOTE%202%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines key accounting principles applied in preparing the unaudited condensed financial statements - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[92](index=92&type=chunk) - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[95](index=95&type=chunk)[96](index=96&type=chunk) - Business combination costs are expensed as incurred, with **$100,000** incurred for the six months ended June 30, 2025[97](index=97&type=chunk)[165](index=165&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value, including dividend and interest income earned in the Trust Account and extension payments[109](index=109&type=chunk) - The Company adopted ASU 2023-09 on January 1, 2025, with no material impact, and is evaluating ASU 2024-03 for future impact[120](index=120&type=chunk)[121](index=121&type=chunk) [NOTE 3 – Initial Public Offering](index=25&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) This note details the IPO of the company's units, including shares sold and underwriters' over-allotment option - On March 16, 2023, the Company sold **5,200,000 Units** at **$10.00 per Unit**, each consisting of one Class A common stock share and one Public Warrant[29](index=29&type=chunk)[123](index=123&type=chunk) - Underwriters partially exercised their over-allotment option on March 17, 2023, purchasing an additional **221,000 Units** for **$2,210,000**[29](index=29&type=chunk)[124](index=124&type=chunk) [NOTE 4 – Private Placement](index=25&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor, detailing warrants purchased and proceeds generated - The Sponsor purchased **3,449,500 Private Placement Warrants** at **$1.00 per warrant**, generating **$3,449,500**[30](index=30&type=chunk)[125](index=125&type=chunk) - An additional **127,400 Private Placement Warrants** were issued due to the underwriters' partial over-allotment option, generating **$127,500**[125](index=125&type=chunk) [NOTE 5 – Related Party Transactions](index=25&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including Founder Shares, private placement warrants, and working capital loans - The Sponsor initially acquired **2,156,250 Class B common stock (Founder Shares)** for **$25,000**, with subsequent forfeitures resulting in **1,355,250 Founder Shares** outstanding as of June 30, 2025[127](index=127&type=chunk)[128](index=128&type=chunk) - The Sponsor provided Working Capital Loans totaling **$921,000** during the six months ended June 30, 2025, used for working capital needs (**$471,000**) and monthly extension payments (**$450,000**)[132](index=132&type=chunk) Related Party Loan Balances | Related Party Loan | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Convertible note – related party | $2,000,000 | $2,000,000 | | Promissory note – related party | $1,116,100 | $195,100 | | Due to related party (Administrative Support Agreement) | $242,180 | $182,180 | - The Company pays the Sponsor **$10,000 per month** for administrative services, with **$242,180** remaining unpaid as of June 30, 2025[136](index=136&type=chunk)[137](index=137&type=chunk) [NOTE 6 - Commitments and Contingencies](index=27&type=section&id=NOTE%206%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations and potential liabilities, including registration rights and deferred underwriting commissions - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[138](index=138&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable to the underwriter solely upon the completion of a business combination[139](index=139&type=chunk) [NOTE 7 - Stockholders' Deficit](index=27&type=section&id=NOTE%207%20-%20STOCKHOLDERS%27%20DEFICIT) This note details the components of stockholders' deficit, including authorized and outstanding shares and warrants - The Company is authorized to issue **5,000,000 shares** of preferred stock, with none issued or outstanding as of June 30, 2025[141](index=141&type=chunk) Stock and Warrant Holdings | Stock Class | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Class A common stock outstanding | 1,014,517 | 2,722,903 | | Class A common stock subject to possible redemption | 960,307 | 2,668,693 | | Class B common stock outstanding | 1,355,250 | 1,355,250 | | Public Warrants outstanding | 5,421,000 | 5,421,000 | | Private Placement Warrants outstanding | 3,576,900 | 3,576,900 | - Class B common stock automatically converts into Class A common stock at the time of a business combination, at a ratio ensuring **20%** of the post-IPO common stock (on an as-converted basis) is held by Founder Shares[144](index=144&type=chunk) - Warrants become exercisable **30 days** after a business combination and expire **five years** thereafter, with an exercise price of **$11.50 per share**[148](index=148&type=chunk)[145](index=145&type=chunk) [NOTE 8 - Stock-Based Compensation](index=29&type=section&id=NOTE%208%20-%20STOCK-BASED%20COMPENSATION) This note discusses accounting for stock-based compensation related to Class B common stock transfers and Representative Shares - **25,000 Class B common stock shares** were transferred to each of two independent directors, vesting upon the consummation of a business combination[151](index=151&type=chunk) - No compensation expense has been recognized for these grants from inception through June 30, 2025, with total unrecognized compensation expense of approximately **$40,500**[151](index=151&type=chunk)[153](index=153&type=chunk) - **54,210 Representative Shares** were issued to the underwriter, with a fair value of **$270,520** accounted for as compensation and included in offering costs[154](index=154&type=chunk)[155](index=155&type=chunk) [NOTE 9 - Income Taxes](index=30&type=section&id=NOTE%209%20-%20INCOME%20TAXES) This note provides information on the company's income tax provisions, including effective tax rates and deferred tax assets Effective Tax Rate Analysis | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Effective Tax Rate (ETR) | (285)% | 47.0% | (591)% | 48% | - The significant fluctuations in ETR are primarily due to changes in the valuation allowance related to deferred organizational costs and permanent differences from business combination costs[158](index=158&type=chunk)[159](index=159&type=chunk) - The Company incurred **$22,012** of interest and penalties on unremitted income tax obligations for the six months ended June 30, 2024, but no material amounts for the current periods[161](index=161&type=chunk) [NOTE 10 - Segment Information](index=30&type=section&id=NOTE%2010%20-%20SEGMENT%20INFORMATION) This note clarifies that the company operates as a single segment entity, focused on activities for a business combination - The Company is a blank check company and has not commenced any operations as of June 30, 2025, thus operating as a single segment entity[163](index=163&type=chunk) - The Chief Executive Officer, as the CODM, reviews interest earned on Trust Account investments and operating/formation costs to manage shareholder value and business combination expenses[165](index=165&type=chunk) [NOTE 11 - Subsequent Events](index=31&type=section&id=NOTE%2011%20-%20SUBSEQUENT%20EVENTS) The company did not identify any subsequent events requiring disclosure beyond those already mentioned [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, results of operations, liquidity, and capital resources [Cautionary Note Regarding Forward-Looking Statements](index=32&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This subsection advises that the report contains forward-looking statements subject to risks and uncertainties - The report includes forward-looking statements based on current expectations and projections, subject to known and unknown risks and uncertainties[170](index=170&type=chunk) [Risks and Uncertainties](index=32&type=section&id=Risks%20and%20Uncertainties) This section highlights factors that could adversely affect the company's operations and ability to complete a business combination - The company's ability to complete a business combination may be adversely affected by economic uncertainty, market volatility, and geopolitical circumstances, including elevated inflation, interest rates, and trade tensions[171](index=171&type=chunk) [Overview](index=32&type=section&id=Overview) This overview reiterates the company's nature as a blank check company, its IPO, private placement, and business combination efforts - Four Leaf Acquisition Corporation is a blank check company formed on March 3, 2022, to effect a business combination[172](index=172&type=chunk) - The company consummated its IPO on March 16, 2023, raising **$54,210,000** from **5,200,000 units**, and a private placement of **3,576,900 warrants** to the Sponsor for **$3,577,000**[175](index=175&type=chunk)[176](index=176&type=chunk) - A significant portion of IPO proceeds (**$55,836,300**) was placed in a Trust Account for investment in U.S. government securities, to be released upon business combination or redemption[179](index=179&type=chunk) - The company must complete a business combination with an aggregate fair market value of at least **80%** of the assets in the Trust Account[180](index=180&type=chunk) [Initial Extension of Period to Complete Initial Business Combination](index=34&type=section&id=Initial%20Extension%20of%20Period%20to%20Complete%20Initial%20Business%20Combination) This section details the initial extension of the business combination period, including the sponsor's Trust Account deposit - On March 19, 2024, the Company extended its business combination period by **three months**, until June 22, 2024, with the Sponsor depositing **$542,100** into the Trust Account for a convertible note[188](index=188&type=chunk) [2024 Special Meeting of the Stockholders](index=35&type=section&id=2024%20Special%20Meeting%20of%20the%20Stockholders) This section describes the 2024 Special Meeting where stockholders approved extensions, leading to significant share redemptions - On June 18, 2024, stockholders approved amendments allowing up to **twelve one-month extensions** of the Combination Period until June 22, 2025, each requiring a **$75,000** deposit into the Trust Account[189](index=189&type=chunk) - In connection with these amendments, **2,752,307 Public Shares** were redeemed for approximately **$30.2 million** (**$10.97 per share**)[190](index=190&type=chunk) - The Sponsor made **seven monthly extension deposits** of **$75,000 each** from June 2024 to December 2024[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [2025 Special Meeting of the Stockholders](index=36&type=section&id=2025%20Special%20Meeting%20of%20the%20Stockholders) This section details the 2025 Special Meeting where stockholders approved further extensions, resulting in additional share redemptions - On June 27, 2025, stockholders approved amendments allowing up to **twelve one-month extensions** of the Combination Period until June 22, 2026, each requiring a **$75,000** deposit[203](index=203&type=chunk) - **1,708,386 Public Shares** were redeemed for approximately **$19.9 million** (**$11.62 per share**), with funds restricted for payment as of June 30, 2025, and remitted in August 2025[204](index=204&type=chunk) - The Sponsor made **three monthly extension deposits** of **$75,000 each** from January 2025 to March 2025, and **three more** from April 2025 to June 2025[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[205](index=205&type=chunk) - If a business combination is not completed by September 22, 2025 (or June 22, 2026 with extensions), the company will liquidate and redeem Class A common stock[208](index=208&type=chunk) [Liquidity, Capital Resources and Going Concern](index=37&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) This section discusses liquidity, capital resources, and substantial doubt about the company's ability to continue as a going concern - As of June 30, 2025, the company had cash of **$9,804** and a working capital deficit of **$4,597,916** (excluding tax liabilities)[211](index=211&type=chunk) - The company's ability to operate for the next **12 months** is in substantial doubt without a business combination, relying on potential loans from the Sponsor[218](index=218&type=chunk) - The company had **$3,116,100** in outstanding Working Capital Loans from its Sponsor as of June 30, 2025[213](index=213&type=chunk) - Funds from the Trust Account, including interest, are primarily for the business combination, with **$1,897,350** deferred underwriting commissions and tax obligations to be paid from interest[214](index=214&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) This section analyzes financial performance, highlighting net loss driven by decreased income and operating costs Results of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(88,824) | $166,656 | $(148,054) | $297,258 | | Dividend and interest income | $320,723 | $737,335 | $637,205 | $1,495,275 | | Formation and operating costs | $343,812 | $424,028 | $658,628 | $876,445 | | Income tax expense | $65,735 | $146,651 | $126,631 | $321,572 | - Net loss for the three and six months ended June 30, 2025, was primarily due to lower dividend and interest income and higher income tax expense compared to the prior year[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - Formation and operating costs decreased in 2025 compared to 2024, mainly due to reductions in accounting and legal expenses[223](index=223&type=chunk) [Commitments and Contractual Obligations](index=39&type=section&id=Commitments%20and%20Contractual%20Obligations) This section details the company's commitments, including registration rights, deferred underwriting commissions, and administrative fees - The company has registration rights agreements for Founder Shares, Private Placement Warrants, and shares from Working Capital Loans[224](index=224&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable to the underwriter upon completion of an initial business combination[225](index=225&type=chunk) - The company pays the Sponsor **$10,000 per month** for administrative services, with **$242,180** unpaid as of June 30, 2025[226](index=226&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights critical accounting policies and estimates, focusing on excise tax, derivatives, and redeemable common stock - Significant estimates include the excise tax liability related to Class A common stock redemptions at the 2024 and 2025 Special Meetings[227](index=227&type=chunk) - Public and Private Placement Warrants are accounted for as equity instruments, meeting classification requirements under ASC 815[229](index=229&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value, including dividend and interest income and extension deposits[230](index=230&type=chunk)[231](index=231&type=chunk) [Recently Adopted Accounting Pronouncements](index=40&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) This section notes the adoption of ASU 2023-09, effective January 1, 2025, with no material financial impact - The company adopted ASU 2023-09 on January 1, 2025, which did not have a material impact on the unaudited condensed financial statements[232](index=232&type=chunk) [Recently Issued Accounting Pronouncements](index=40&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section discusses ASU 2024-03, which the company is currently evaluating for potential financial statement impact - The company is evaluating ASU 2024-03, effective for annual periods beginning after December 15, 2026, for its potential impact on financial statements[233](index=233&type=chunk) [JOBS Act](index=41&type=section&id=JOBS%20Act) This section explains the company's 'emerging growth company' status under the JOBS Act, allowing delayed accounting standard adoption - As an 'emerging growth company' under the JOBS Act, the company elects to delay the adoption of new or revised accounting standards, potentially affecting comparability with other public companies[235](index=235&type=chunk) - The company may also rely on other reduced reporting requirements, such as exemptions from auditor attestation reports on internal controls and certain executive compensation disclosures[236](index=236&type=chunk) [Inflation Reduction Act of 2022](index=41&type=section&id=Inflation%20Reduction%20Act%20of%202022) This section details the 1% excise tax on stock repurchases under the Inflation Reduction Act, applied to Class A common stock redemptions - The Inflation Reduction Act of 2022 imposes a **1%** excise tax on certain stock repurchases by publicly traded U.S. domestic corporations, effective January 1, 2023[237](index=237&type=chunk) - Redemptions on June 18, 2024 (**$30,194,356**) and June 27, 2025 (**$19.9 million**) are subject to this excise tax, with **$198,569** accrued for 2025 and **$301,944** for 2024[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) - The proceeds and interest in the trust account will not be used to pay this excise tax[239](index=239&type=chunk) [Related Party Transactions](index=42&type=section&id=Related%20Party%20Transactions) This section details transactions with related parties, including Founder Shares, private placement warrants, and working capital loans - The Sponsor initially acquired **2,156,250 Class B common stock (Founder Shares)** for **$25,000**, with subsequent forfeitures resulting in **1,355,250 Founder Shares** outstanding[243](index=243&type=chunk)[245](index=245&type=chunk) - The Sponsor purchased **3,449,500 Private Placement Warrants** for **$3,449,500**, with an additional **127,400 warrants** issued due to over-allotment[246](index=246&type=chunk) - The Sponsor provided **$921,000** in Working Capital Loans during the six months ended June 30, 2025, used for working capital and extension payments[249](index=249&type=chunk) Related Party Loan Balances | Related Party Loan | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Convertible note – related party | $2,000,000 | $2,000,000 | | Promissory note – related party | $1,116,100 | $195,100 | | Due to related party (Administrative Support Agreement) | $242,180 | $182,180 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Four Leaf Acquisition Corporation is not required to provide market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[255](index=255&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses disclosure controls, identifying a material weakness in cash disbursement review and approval - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal controls over financial reporting related to cash disbursements[257](index=257&type=chunk) - The material weakness arose from mistakenly using **$117,610** of restricted Trust Account funds for general operating expenses[258](index=258&type=chunk) - Remediation efforts include implementing additional controls for vendor verification, multiple authorized individual reviews for payments, and opening a separate bank account to segregate restricted funds[261](index=261&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[264](index=264&type=chunk) [Item 1A. Risk Factors](index=46&type=page&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide specific risk factor disclosures - As a 'smaller reporting company,' the Company is not required to provide risk factor information[265](index=265&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered sales of equity securities or use of proceeds from registered securities - There were no unregistered sales of equity securities or use of proceeds from registered securities to report[266](index=266&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities to report[267](index=267&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[268](index=268&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[269](index=269&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including promissory notes and certifications - Exhibits include Promissory Notes, Certifications of Principal Executive and Financial Officers (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[270](index=270&type=chunk) SIGNATURES [Signatures](index=47&type=section&id=SIGNATURES) The report is duly signed by the Chief Executive Officer and Chief Financial Officer on August 27, 2025 - The report was signed by Bala Padmakumar, Chief Executive Officer, and Coco Kou, Chief Financial Officer, on August 27, 2025[272](index=272&type=chunk)[273](index=273&type=chunk)

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]