What were the voting results for Four Leaf Acquisition (FORL) extension-related proposals?

For each of the Extension Amendment and Trust Amendment proposals, 1,897,828 shares voted for, 900 against, and 0 abstained. A total of 1,898,728 shares, or approximately 80.12% of common stock entitled to vote, were present to constitute a quorum.

Four Leaf Acquisition (NASDAQ: FORL) holders back 12-month extension

Q: What did Four Leaf Acquisition (FORL) shareholders approve on June 22, 2026?

Shareholders approved amendments to the charter and Investment Management Trust Agreement , letting the board extend the initial business combination deadline to June 22, 2027 via up to twelve one-month extensions and eliminating the prior Redemption Limitation tied to $5,000,001 net tangible assets.

Q: How many Four Leaf Acquisition (FORL) Public Shares were redeemed?

Holders of 893,090 Public Shares, representing about 88.0% of the Public Shares outstanding, redeemed for cash from the trust account. Following these redemptions, 121,427 Class A shares remained outstanding, including 54,210 non-redeemable representative shares.

Q: What change did Four Leaf Acquisition (FORL) make to its redemption limitation?

Shareholders approved removing the Redemption Limitation in the charter that barred redemptions if net tangible assets would fall below $5,000,001 . The company may now redeem public shares even when redemptions exceed that prior threshold.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Four Leaf Acquisition Corporation obtained stockholder approval on June 22, 2026 to amend its charter and Investment Management Trust Agreement, allowing the board to extend the deadline to complete an initial business combination from June 22, 2026 to June 22, 2027 through up to twelve one-month extensions.

Each extension requires a $75,000 deposit into the Trust Account. Stockholders also removed the prior Redemption Limitation, permitting redemptions even if net tangible assets are less than $5,000,001. For all four proposals, 1,897,828 votes were cast in favor and 900 against.

Holders of 893,090 Public Shares, about 88.0% of the Public Shares outstanding, elected to redeem for a pro rata portion of the funds in the trust account. After these redemptions, 121,427 Class A shares remained outstanding, including 54,210 non-redeemable representative shares.

Insights

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8-K Event Classification

5 items: 1.01, 3.03, 5.03, 5.07, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Maximum extension period: 12 one-month extensions Deposit per extension: $75,000 Record-date shares outstanding: 2,369,767 shares +5 more

8 metrics

Maximum extension period 12 one-month extensions Board may extend business combination deadline from June 22, 2026 to June 22, 2027

Deposit per extension $75,000 Amount to be deposited into the Trust Account for each one-month extension

Record-date shares outstanding 2,369,767 shares Common stock outstanding as of June 11, 2026 record date

Class A and Class B breakdown 1,014,517 Class A; 1,355,250 Class B Composition of common stock as of the record date

Shares represented at Special Meeting 1,898,728 shares (80.12%) Common stock present in person or by proxy, constituting a quorum

Public Shares redeemed 893,090 shares (88.0%) Public Class A shares redeemed for a pro rata portion of the trust account

Class A shares remaining 121,427 shares Class A stock outstanding after redemptions, including 54,210 non-redeemable representative shares

Votes for Extension Amendment 1,897,828 for; 900 against; 0 abstain Stockholder vote on charter Extension Amendment Proposal

Key Terms

Investment Management Trust Agreement, Combination Period, Redemption Limitation, trust account

4 terms

Investment Management Trust Agreement regulatory

"entered into an Investment Management Trust Agreement, dated March 16, 2023"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

Combination Period regulatory

"to allow the Company to extend the Combination Period up to an additional 12 times"

Redemption Limitation regulatory

"may not redeem public shares ... less than $5,000,001 (the “Redemption Limitation”)"

trust account financial

"redeem such shares for a pro rata portion of the funds in the Company’s trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/23/2026 - 04:16 PM Accepted by SEC EDGAR 07/23/2026 - 04:15 PM

FAQ

What did Four Leaf Acquisition (FORL) shareholders approve on June 22, 2026?

Shareholders approved amendments to the charter and Investment Management Trust Agreement, letting the board extend the initial business combination deadline to June 22, 2027 via up to twelve one-month extensions and eliminating the prior Redemption Limitation tied to $5,000,001 net tangible assets.

How long can Four Leaf Acquisition (FORL) extend its business combination deadline?

The board may extend the business combination deadline from June 22, 2026 to June 22, 2027 through up to twelve one-month extensions. Each extension requires a $75,000 deposit into the Trust Account maintained by Continental Stock Transfer & Trust Company.

How many Four Leaf Acquisition (FORL) Public Shares were redeemed?

Holders of 893,090 Public Shares, representing about 88.0% of the Public Shares outstanding, redeemed for cash from the trust account. Following these redemptions, 121,427 Class A shares remained outstanding, including 54,210 non-redeemable representative shares.

How many Four Leaf Acquisition (FORL) shares were outstanding on the Special Meeting record date?

As of the June 11, 2026 record date, Four Leaf Acquisition had 2,369,767 common shares outstanding, consisting of 1,014,517 Class A Public Shares and 1,355,250 Class B common shares, each entitled to one vote at the Special Meeting.

What change did Four Leaf Acquisition (FORL) make to its redemption limitation?

Shareholders approved removing the Redemption Limitation in the charter that barred redemptions if net tangible assets would fall below $5,000,001. The company may now redeem public shares even when redemptions exceed that prior threshold.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

Four Leaf Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41646

88-1178935

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

600 Park Offices Drive, Suite 300-4133

Research Triangle Park, NC 27713

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (919) 526-1070

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one redeemable warrant	FORLU	OTC Markets
Class A common stock, par value $0.0001 per share	FORL	OTC Markets
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FORLW	OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment of Trust Agreement

On March 22, 2023, Four Leaf Acquisition Corporation (the “Company”) consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated March 16, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Continental”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-267399) for the Offering.

On June 22, 2026, at the special meeting of stockholders of the Company (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Trust Agreement to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 22, 2026 until June 22, 2027, by depositing $75,000 into the Trust Account (the “Trust Account”) maintained by Continental under the Trust Agreement for each one month extension.

The foregoing summary of the amendment to the Trust Agreement is qualified in its entirety by reference to the full text of Amendment No. 1 to the Investment Management Trust Agreement by and between the Company and the Trustee, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 22, 2026, the Company’s stockholders approved an amendment to Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination from June 22, 2026 to June 22, 2027, on a month-to-month basis, for up to twelve (12) months. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2026, the Company convened the Special Meeting. As of the close of business on June 11, 2026, the record date for the Special Meeting, there was an aggregate of 2,369,767 shares of the Company’s common stock outstanding (consisting of 1,014,517 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”) and 1,355,250 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Public Shares, the “Common Stock”), each of which was entitled to one vote with respect to the proposals presented at the Special Meeting.

A total of 1,898,728 shares of Common Stock, representing approximately 80.12% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on June 12, 2026.

A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special Meeting is set forth below:

Proposal No. 1 – The Extension Amendment Proposal

A proposal to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amended Certificate”) in order to provide the Company’s Board of Directors (the “Board”) with the right to extend (the “Extension”) the date by which the Company has to consummate an initial business combination (the “Combination Period”) up to an additional 12 times for one month each time, from June 22, 2026 (the “Current Termination Date”) until June 22, 2027 (the “Amended Termination Date”) or such earlier date as may be determined by the Board in its sole discretion (the “Extension Amendment Proposal”).

Voting Results for Proposal No. 1:

FOR		AGAINST		ABSTAIN
1,897,828		900		0

Proposal No. 2 – The Trust Amendment Proposal

A proposal to amend the Company’s investment management trust agreement, dated March 16, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to allow the Company to extend the Combination Period up to an additional 12 times for one month each time from the Current Termination Date until the Amended Termination Date, by depositing $75,000 into the Trust Account maintained by Continental under the Trust Agreement for each one month extension.

Voting Results for Proposal No. 2:

FOR		AGAINST		ABSTAIN
1,897,828		900		0

Proposal No. 3 – The Redemption Limitation Amendment Proposal

To approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation in order to eliminate from the Current Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

Voting Results for Proposal No. 3:

FOR		AGAINST		ABSTAIN
1,897,828		900		0

Proposal No. 4 – The Adjournment Proposal

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes for, or otherwise in connection with, the approval of either of the foregoing proposals.

Voting Results for Proposal No. 4:

FOR		AGAINST		ABSTAIN
1,897,828		900		0

Redemptions

Stockholders holding 893,090 Public Shares, representing approximately 88.0% of the Public Shares outstanding, exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. Following the redemptions, 121,427 shares of Class A common stock remained outstanding (including 54,210 non-redeemable representative shares).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Amendment to Company’s Second Amended and Restated Certificate of Incorporation
10.1		Amendment to Investment Management Trust Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: July 23, 2026	FOUR LEAF ACQUISITION CORPORATION

	BY:	/S/ JASON REMILLARD
		Jason Remillard,
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT 16.3 KB