FOUR LEAF ACQUISITION CORP SEC Filings

Wolverine Asset Management LLC and affiliated reporting persons disclosed indirect ownership of 185,500 Class A common shares of Four Leaf Acquisition Corp (FORL) on a Form 3. The filing states the reporting persons became beneficial owners of more than 10% of outstanding shares solely because the issuer reported a large voluntary redemption of shares, which reduced the total outstanding shares as of June 27, 2025. The shares are held directly by Wolverine Flagship Fund Trading Limited; Wolverine Asset Management is the fund manager and Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Robert R. Bellick and Christopher L. Gust are identified in the ownership chain. Each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.

AQR-affiliated entities reported coordinated sales of Four Leaf Acquisition Corp (Class A) shares on 08/15/2025. The Form 4 shows sales of multiple pooled and fund accounts totaling 366,532 shares at a reported price of $11.62 per share, leaving 0 shares beneficially owned for each listed account after the transactions. The filing is submitted by AQR Capital Management Holdings, LLC, AQR Capital Management, LLC and AQR Arbitrage, LLC and is signed by Henry Parkin on behalf of each reporting entity. The explanatory section details the manager/sub-advisor and general partner relationships among the AQR entities and the listed funds, clarifying indirect ownership and control.

Schedule 13G/A filed by Meteora Capital, LLC and Vik Mittal reports no beneficial ownership of Four Leaf Acquisition Corp (Class A common stock, CUSIP 35088F107). The filing states Meteora Capital serves as investment manager to certain funds and managed accounts (the "Meteora Funds") and Vik Mittal is the Managing Member of Meteora Capital. The statement discloses 0 shares beneficially owned (0% of the class) and zero voting or dispositive power. The filing includes a certification that the securities, if any, were acquired in the ordinary course of business and not to influence control.

Multiple reporting persons — TD Securities (USA) LLC, Cowen and Company, LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and The Toronto‑Dominion Bank — filed a Schedule 13G/A regarding Four Leaf Acquisition Corp's Class A common stock (par value $0.0001 per share). Each reporting person states it beneficially owns 0 shares, representing 0% of the class.

The filing includes a Joint Filing Agreement among the signatories and certifications that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Four Leaf Acquisition Corporation ("Four Leaf") has issued Supplement No. 1 to its June 13, 2025 Definitive Proxy Statement for the June 22, 2025 special meeting. The new disclosure amends the Risk Factors section and adds additional risk language that could materially affect the company’s ability to complete its initial business combination and maintain its Nasdaq listing.

CFIUS / foreign-ownership risk: Director Alvin Wang, resident of the PRC, controls 81.4% of Four Leaf’s Sponsor, which in turn owns about 33.2% of Four Leaf’s shares. Because of this foreign control, Four Leaf may be deemed a “foreign person” under U.S. foreign-investment rules. Any merger with a U.S. target that operates in a sensitive sector (critical technology, critical infrastructure, or significant personal-data business) could trigger a mandatory filing or full review by the Committee on Foreign Investment in the United States (CFIUS). CFIUS can delay, condition, or prohibit a transaction, potentially shrinking Four Leaf’s pool of viable targets and jeopardising timely deal completion. Failure to finish a transaction within the current deadline (June 22, 2025, or June 22, 2026 if the Extension Proposal passes) would force liquidation of the SPAC and make warrants worthless.

Nasdaq 36-month rule: Nasdaq Listing Rule IM-5101-2(b) now mandates that SPACs close a business combination within 36 months of IPO effectiveness. Four Leaf’s S-1 became effective on March 16, 2023, creating a hard deadline of March 16, 2026. The Extension Proposal seeks an Amended Termination Date of June 22, 2026 (39 months post-IPO). Nasdaq Rule 5815 (effective Oct 7, 2024) requires immediate suspension and delisting for non-compliance. Therefore, even if shareholders grant the extension, Four Leaf could still face suspension and delisting after March 16, 2026. Delisting would move trading to OTC markets and could result in reduced liquidity, “penny-stock” status, limited analyst coverage, and constrained capital-raising options.

Action items for shareholders: The record date remains unchanged; previously delivered proxies remain valid. Failure to vote or instruct brokers counts as a vote against each extension proposal. Abstentions also count as votes against the Extension Proposals but do not affect the Adjournment Proposal.