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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): August 21, 2025
Four Leaf Acquisition Corporation
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-41646 |
|
88-1178935 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4546 El Camino Real B10 #715,
Los Altos, California 94022
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (650) 720-5626
Not Applicable
(Former name or former address, if changed
since last report)
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 (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
FORL |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
FORLW |
|
The Nasdaq Stock Market LLC |
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 check
mark 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 3.01 Notice of Failure to Satisfy a Continued Listing
Rule or Standard.
On August 21, 2025, Four
Leaf Acquisition Corporation. (“FORL” or the “Company”) received a notice (the “Notice”) from the
staff of the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had
failed to file its Quarterly Report on Form 10-Q for the year ended June 30, 2025 (the “Form 10-Q”). Nasdaq previously issued
notices regarding the Company’s non-compliance with Nasdaq’s listing rules as basis for delisting, and the Company requested
an appeal of this determination, and was granted an extension. This Notice serves as additional basis for delisting the Company’s
securities from Nasdaq.
On August 27, 2025, the Company filed its Form
10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 27, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Four Leaf Acquisition Corporation |
|
| |
|
|
| By: |
/s/ Bala Padmakumar |
|
| Name: |
Bala Padmakumar |
|
| Title: |
Chief Executive Officer |
|
Dated: August 27, 2025
2
