[8-K] Four Leaf Acquisition Corporation Warrants Reports Material Event

Rhea-AI Filing Summary

UBS AG (London Branch) is offering $235,000 of Trigger Autocallable Contingent Yield Notes linked to the common stock of NVIDIA Corporation (NVDA).

Key commercial terms

• Issue price: $10.00 per note; minimum purchase 100 notes.
• Trade date: 3 Jul 2025; maturity: 8 Jul 2027 (≈2 years) unless called earlier.
• Contingent coupon: 15.26 % p.a. (≈$0.2543 per $10 note) paid bimonthly only if the NVDA closing price on an observation date is ≥ coupon barrier = $111.54 (70 % of initial level).
• Automatic call: triggered on any observation date (except final) if NVDA ≥ initial level = $159.34. Holder then receives principal + coupon; no further payments.
• Principal at risk: if not called and final NVDA level ≥ downside threshold = $111.54, investor receives full principal. If final level < threshold, repayment = $10 × (1 + underlying return); losses mirror NVDA decline and can reach 100 % of principal.
• Estimated initial value: $9.78, 2.2 % below issue price, reflecting fees and hedging costs.
• Secondary market: None assured; UBS Securities LLC may provide limited liquidity but may cease at any time.

Risk highlights

• Equity risk: exposure to NVDA share volatility; single-stock concentration increases idiosyncratic risk.
• Credit risk: payment obligations rely on UBS; noteholders rank as unsecured creditors.
• No guaranteed coupons; investors may receive little or no income.
• Potential loss of principal below downside threshold; contingent protection applies only at maturity.
• Liquidity and valuation risk: bid/offer spreads and lack of listing may result in material secondary-market discounts.

Investor profile: Suitable only for investors who (1) seek enhanced income, (2) can tolerate full downside exposure to NVDA below the 70 % barrier, (3) understand contingent coupon structures, and (4) are comfortable with UBS credit exposure and limited liquidity.

Positive

• High income potential: 15.26 % annual coupon—well above traditional investment-grade yields, payable as long as NVDA stays ≥70 % of the initial level.
• Moderate buffer: 30 % downside barrier provides conditional principal protection at maturity if NVDA does not breach.
• Early exit feature: Automatic call allows capital recovery plus coupon if NVDA performs, potentially shortening duration.

Negative

• Principal at risk: If NVDA falls >30 % by final valuation, losses mirror share decline and can reach 100 %.
• No guaranteed income: Coupons are forfeited whenever NVDA closes below the barrier; investors may receive zero yield.
• Credit exposure: Payments depend on UBS; Swiss bail-in regime could impose write-downs.
• Liquidity constraints: Notes are unlisted; secondary trades, if any, may occur at significant discounts.
• Estimated value discount: Issue price exceeds internal valuation by 2.2 %, creating immediate mark-to-market drag.

Insights

Structured-Products Analyst

TL;DR High 15.26 % coupon attractive, but investors assume NVDA volatility and UBS credit risk; protection contingent, liquidity limited.

The note delivers an above-market coupon by selling deep downside protection and upside participation. A 70 % barrier offers moderate cushion, yet NVDA’s historic volatility (~45 % 1-yr) means breaches are plausible. Automatic call likelihood is elevated early if NVDA remains strong, shortening duration and reinvestment prospects. The 2.2 % premium over estimated value is typical but immediately dilutive. UBS senior debt trades investment-grade, but bail-in powers under Swiss law add tail risk. Overall payoff is asymmetric: best case ≈30.5 % total return over two years if all coupons paid and no call; worst case 100 % loss. Product is niche and does not materially affect UBS or NVDA fundamentals—impact primarily on retail yield seekers.

Credit & Risk Specialist

TL;DR Structure embeds full UBS credit exposure and single-stock downside; lack of listing magnifies exit risk—suitable only for informed, risk-tolerant buyers.

Because the notes are senior unsecured debt, repayment depends on UBS solvency. FINMA resolution powers could impose write-down or conversion, an often-overlooked risk. The single-name link to NVDA eliminates diversification; any sector-specific shock (e.g., semiconductor cycle, AI demand shifts) directly endangers coupons and principal. Absence of a committed secondary market limits tactical exits, and any liquidity will price off UBS’ internal models, usually at a discount once the sales concession amortises. Tax treatment (pre-paid derivative) is uncertain; holders may face ordinary income recognition without cash flows. From a portfolio-risk standpoint, the instrument should be capped at <1 % exposure and funded from speculative allocation.

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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): June 27, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2025, the Company convened the Special Meeting. As of the close of business on May 13, 2025, the record date for the Special Meeting, there was an aggregate of 4,078,153 shares of the Company’s common stock outstanding (consisting of 2,722,903 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 3,228,620 shares of Common Stock, representing approximately 79.17% 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 13, 2025.

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, 2025 (the “Current Termination Date”) until June 22, 2026 (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		AGAISNT		ABSTAIN
2,920,598		308,022		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 (the “Trust Account”) maintained by Continental under the Trust Agreement for each one month extension.

Voting Results for Proposal No. 2:

FOR		AGAISNT		ABSTAIN
2,920,598		308,022		0

Proposal No. 3 – 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. 3:

FOR		AGAISNT		ABSTAIN
2,920,598		308,022		0

Redemptions

Stockholders holding 1,708,386 Public Shares, representing approximately 62.7% 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: July 3, 2025

2

FAQ

What coupon rate do the UBS NVDA Trigger Autocall Notes pay?

The notes offer a 15.26 % per-annum contingent coupon, payable bimonthly only if NVIDIA’s closing price is at or above $111.54 on each observation date.

When can the notes be automatically called?

UBS will automatically call the notes on any observation date before maturity if NVIDIA closes at or above the initial level of $159.34.

What is the downside threshold for principal protection?

Principal is repaid in full at maturity only if the final NVDA level is $111.54 or higher (70 % of the initial level).

How much could I lose if NVIDIA falls sharply?

If the final NVDA level is below the downside threshold, your repayment equals $10 × (1 + price return); a 40 % drop would mean a 40 % loss of principal.

Is there a secondary market for these notes?

The notes are not listed; UBS Securities LLC may provide limited liquidity, but you may have to sell at a substantial discount.

What is the estimated initial value versus the issue price?

UBS estimates the initial value at $9.78, about 2.2 % below the $10 issue price due to fees and hedging costs.

Do I bear UBS credit risk?

Yes. The notes are unsecured UBS debt; a UBS default or Swiss regulatory bail-in could result in partial or total loss.