Four Leaf Acquisition Corporation(FORLU) - 2024 Q1 - Quarterly Report

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of$10.00 per unit[119]. - Following the IPO, the Company placed $55,836,300 in a trust account, which is intended for use in completing its initial business combination[123]. - As of March 31, 2024, the Company had cash in the Trust Account amounting to$59,363,777, with no principal amount withdrawn prior to that date[132]. - The Company withdrew $566,000 from the Trust Account on April 22, 2024, to satisfy income tax obligations[133]. - As of March 31, 2024, the company held only$5,244 outside of the Trust Account, which is insufficient to operate for the next 12 months without a business combination[136]. - If the Company fails to complete a business combination by June 22, 2024, it will cease operations and redeem shares at a per-share price based on the Trust Account balance[135]. Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $130,602, primarily from$757,940 in dividend and interest income, offset by $452,417 in formation and operating costs and$174,921 in income tax expense[138]. - The company experienced a net loss of $42,784 for the three months ended March 31, 2023, mainly due to$58,384 in formation and operating costs and $39,181 in losses related to the change in fair value of the over-allotment liability[139]. - The increase in income tax expense for the three months ended March 31, 2024, was attributed to higher dividend and interest income earned in the Trust Account compared to the same period in 2023[140]. Business Combination and Extensions - The Company extended the period to consummate an initial business combination by three months to June 22, 2024, with a deposit of$542,100 into the Trust Account[124]. - The company has until June 22, 2024, to consummate a business combination, with a potential extension to September 22, 2024, after which mandatory liquidation may occur if not completed[136]. - The Company has substantial doubt about its ability to continue as a going concern if a business combination is not consummated[136]. Working Capital and Loans - The Company has a working capital deficit of $1,815,886 as of March 31, 2024, excluding franchise and income tax liabilities[129]. - As of March 31, 2024, the Company had$1,134,100 in outstanding Working Capital Loans from its Sponsor[131]. - The Company received $862,100 in Working Capital Loans from the Sponsor during the three months ended March 31, 2024[165]. - As of March 31, 2024, the Company had$1,134,100 in outstanding Working Capital Loans, an increase from $272,000 as of December 31, 2023[165]. - Up to$2,000,000 of Working Capital Loans may be converted into Private Placement Warrants at a price of $1.00 per warrant[164]. - The Company may use a portion of proceeds held outside the Trust Account to repay Working Capital Loans if a business combination does not close[164]. Administrative Support and Expenses - The company entered into an administrative support agreement on March 22, 2023, agreeing to pay the Sponsor$10,000 per month, totaling $30,000 for the three months ended March 31, 2024[143]. - The Company will pay the Sponsor a total of$10,000 per month for administrative services until the completion of the initial business combination or liquidation[167]. - As of March 31, 2024, $92,180 remains unpaid to the Sponsor under the Administrative Support Agreement[167]. - The company reported an increase in formation and operating costs due to higher accounting, legal, and general business expenses related to operating as a public company[140]. Underwriting and Commissions - The Company incurred transaction costs of$4,019,087 related to the IPO, including $2,710,500 in underwriting commissions[121]. - The deferred underwriting commissions payable to the underwriter amount to$1,897,350, contingent upon the completion of an initial business combination[142]. - The company raised $3,449,500 from the purchase of 3,449,500 Private Placement Warrants at$1.00 per warrant during the IPO[162]. Reporting and Compliance - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[168].