Four Leaf Acquisition (NASDAQ: FORLW) hit with Nasdaq notice on late 10-Q

Rhea-AI Filing Summary

Four Leaf Acquisition Corporation reported that on August 21, 2025 it received a notice from Nasdaq stating the company failed to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025. Nasdaq had already issued earlier deficiency notices and this new notice provides an additional basis for potentially delisting the company’s securities from The Nasdaq Stock Market.

The company later filed the delayed Form 10-Q on August 27, 2025, after the notice was received. The filing also notes that Four Leaf had appealed Nasdaq’s prior delisting determination and obtained an extension, so the new notice adds to existing listing-compliance concerns even though the missing report has now been submitted.

Positive

• None.

Negative

• Additional Nasdaq delisting basis: Nasdaq’s latest notice cites the missed Form 10-Q as another formal ground to delist Four Leaf Acquisition Corporation’s securities from the exchange.

Insights

Equity governance and listing-compliance analyst

Nasdaq adds another delisting trigger, though the late 10-Q has now been filed.

Four Leaf Acquisition Corporation received a Nasdaq notice on August 21, 2025 because it had not filed its Form 10-Q for the quarter ended June 30, 2025. The company was already in Nasdaq’s deficiency process, having received earlier notices and appealed a delisting determination, so this new notice becomes an additional formal basis for removal from the exchange.

The company subsequently filed the missing Form 10-Q on August 27, 2025, which addresses the specific late-filing issue but does not by itself resolve Nasdaq’s broader listing concerns described as a basis for delisting. The actual impact now depends on Nasdaq’s review of the company’s overall compliance and the outcome of the ongoing appeal process as it considers whether to maintain or terminate the listing.

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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).

1

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

FAQ

What did Four Leaf Acquisition Corporation (FORLW) disclose in this 8-K?

The company disclosed that Nasdaq notified it on August 21, 2025 that it had failed to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025, providing an additional basis for possible delisting of its securities from The Nasdaq Stock Market.

Why did Nasdaq issue a new notice to Four Leaf Acquisition Corporation (FORLW)?

Nasdaq’s Listing Qualifications staff issued the notice because Four Leaf Acquisition Corporation had not filed its Form 10-Q for the quarter ended June 30, 2025, which is required for continued listing under Nasdaq’s rules.

Has Four Leaf Acquisition Corporation (FORLW) now filed the missing Form 10-Q?

Yes. The company states that it filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025 on August 27, 2025, six days after receiving Nasdaq’s deficiency notice related to that filing.

How does this Nasdaq notice affect the listing status of Four Leaf Acquisition Corporation (FORLW)?

The notice is described as an additional basis for delisting the company’s securities, coming on top of prior Nasdaq notices and an existing delisting determination that the company has appealed and for which it previously obtained an extension.

Did Four Leaf Acquisition Corporation (FORLW) respond to earlier Nasdaq delisting actions?

Yes. The company explains that Nasdaq had previously issued delisting-related notices, and Four Leaf Acquisition Corporation requested an appeal of Nasdaq’s determination and was granted an extension in that process.

What exhibits did Four Leaf Acquisition Corporation (FORLW) attach to this 8-K?

The filing lists a press release dated August 27, 2025 as Exhibit 99.1 and identifies the Cover Page Interactive Data File embedded in the Inline XBRL document as Exhibit 104.