Welcome to our dedicated page for Four Leaf Acquisition SEC filings (Ticker: FORLW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Four Leaf Acquisition Corp. filings document a blank-check issuer’s SPAC securities and public-company status. The records identify units composed of one Class A common share and one redeemable warrant, Class A common stock, and warrants exercisable for Class A common stock at a stated exercise price.
The filing record includes Form 8-K reports on shareholder votes and Nasdaq listing-compliance matters, a Form 12b-25 late-filing notice for a quarterly report, and Form 25 notifications covering removal of Class A common stock, units, and warrants from Nasdaq listing and Section 12(b) registration.
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.