Four Leaf Acquisition Corporation (FORL) shifts from XYDD to Data443 with $2M note
Rhea-AI Filing Summary
Four Leaf Acquisition Corporation terminated its prior Business Combination Agreement with Guangzhou Xiaoyu DiDa Technology Co., Ltd. (XYDD) on July 15, 2026 to pursue a proposed business combination with Data443 Risk Mitigation, Inc. Four Leaf is not required to pay XYDD any termination fee or other amount.
Data443 agreed to compensate XYDD via a US$2,000,000 promissory note, payable in two US$1,000,000 installments following the combined company’s deal closing, interest-free if paid on time and otherwise accruing 15% simple annual interest. If not fully repaid within 12 months after closing, XYDD may convert the outstanding amount into PubCo shares at 80% of VWAP, subject to a floor based on 50% of VWAP and an issuance cap of 19.99% of PubCo’s outstanding shares. In addition, 1,800,000 PubCo shares remain allocated to S.SHUN Holdings Limited for prior finder services.
Positive
- None.
Negative
- Potential dilution up to 19.99% of PubCo’s outstanding ordinary shares if XYDD converts the unpaid Loan and interest into equity under the Compensation Agreement.
Insights
Analyzing...
8-K Event Classification
2 items: 1.02, 8.01
2 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Promissory note principal: US$2,000,000
First installment: US$1,000,000
Second installment: US$1,000,000
+5 more
8 metrics
Promissory note principal
US$2,000,000
Compensation by Data443 to XYDD for termination of the XYDD Business Combination Agreement
First installment
US$1,000,000
Due within 90 days following the Date of Deal Close, interest-free if paid on time
Second installment
US$1,000,000
Due within 120 days following the Date of Deal Close, interest-free if paid on time
Default interest rate
15% per annum
Simple-interest rate on any unpaid Loan amount from the original due date until paid
Conversion price discount
80% of VWAP
Price at which XYDD may convert the outstanding Loan into PubCo shares after 12 months
Conversion floor
50% of VWAP
Minimum price reference based on VWAP after the Date of Deal Close for conversion calculations
Equity issuance cap
19.99% of PubCo ordinary shares
Maximum portion of PubCo’s outstanding shares issuable to XYDD upon Loan conversion
Finder share allocation
1,800,000 ordinary shares
PubCo shares allocated to S.SHUN Holdings Limited for prior finder services
Key Terms
Business Combination Agreement, promissory note, volume-weighted average price, simple-interest basis, +1 more
5 terms
Business Combination Agreement financial
"entered into a Business Combination Agreement with Guangzhou Xiaoyu DiDa Technology"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
promissory note financial
"Data443 agreed to issue to XYDD a promissory note in the principal amount"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
volume-weighted average price financial
"at a conversion price equal to eighty percent (80%) of the volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
simple-interest basis financial
"the unpaid Loan will accrue interest at fifteen percent (15%) per annum, on a simple-interest basis"
Singapore International Arbitration Centre regulatory
"resolved by arbitration administered by the Singapore International Arbitration Centre"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What material agreement did Four Leaf Acquisition Corporation (FORL) terminate?
Four Leaf Acquisition Corporation terminated its Business Combination Agreement with Guangzhou Xiaoyu DiDa Technology Co., Ltd. (XYDD) on July 15, 2026. The termination allows Four Leaf to pursue a proposed business combination with Data443 Risk Mitigation, Inc. instead.
Is Four Leaf Acquisition Corporation (FORL) paying a termination fee to XYDD?
No. Four Leaf is not obligated to pay any termination fee or other amount to XYDD. Instead, Data443 Risk Mitigation, Inc. agreed to compensate XYDD on Four Leaf’s behalf under a separate Compensation Agreement.
What is the role of S.SHUN Holdings Limited in Four Leaf Acquisition Corporation’s (FORL) transactions?
Following the closing of the proposed Four Leaf–Data443 combination, 1,800,000 PubCo ordinary shares will remain allocated to S.SHUN Holdings Limited as compensation for finder services in connection with the previously contemplated XYDD business combination.