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Four Leaf Acquisition Corporation(FORLU) - 2024 Q2 - Quarterly Report

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of 54,210,000fromthesaleof5,200,000unitsatanofferingpriceof54,210,000 from the sale of 5,200,000 units at an offering price of 10.00 per unit[127]. - Following the IPO, 55,836,300wasplacedinatrustaccount,equatingto55,836,300 was placed in a trust account, equating to 10.30 per unit, to be invested in U.S. government securities[131]. - The Company incurred transaction costs of 4,019,087,whichincluded4,019,087, which included 2,710,500 in underwriting commissions[129]. Business Combination and Extensions - The Company extended the period to consummate an initial business combination to August 22, 2024, with the sponsor depositing 542,100intotheTrustAccountforthisextension[141].TheCompanyhastheoptiontoextendtheCombinationPerioduptotwelveadditionaltimesforonemontheach,withadepositof542,100 into the Trust Account for this extension[141]. - The Company has the option to extend the Combination Period up to twelve additional times for one month each, with a deposit of 75,000 required for each extension[143]. - The Company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[132]. - If the Company fails to complete a business combination by the deadline, it will redeem Class A common stock at a price equal to the amount in the Trust Account divided by the number of outstanding shares[147]. Financial Performance - For the three months ended June 30, 2024, the Company reported a net income of 166,656,primarilyfrom166,656, primarily from 737,335 of dividend and interest income, offset by 424,028incosts[161].ForthesixmonthsendedJune30,2024,theCompanyhadanetincomeof424,028 in costs[161]. - For the six months ended June 30, 2024, the Company had a net income of 297,258, driven by 1,495,275ofdividendandinterestincome,withexpensestotaling1,495,275 of dividend and interest income, with expenses totaling 876,445[162]. - The Company has a working capital deficit of 2,579,796asofJune30,2024,whichwillnotbesufficienttooperateforatleastthenext12monthswithoutabusinesscombination[158].CashandLoansAsofJune30,2024,theCompanyhadcashintheTrustAccountof2,579,796 as of June 30, 2024, which will not be sufficient to operate for at least the next 12 months without a business combination[158]. Cash and Loans - As of June 30, 2024, the Company had cash in the Trust Account of 29,414,956, with 566,800withdrawntosatisfyincometaxobligations[155].TheSponsorhasagreedtoprovideupto566,800 withdrawn to satisfy income tax obligations[155]. - The Sponsor has agreed to provide up to 2,000,000 in Working Capital Loans to finance operations and transaction costs, with 1,379,100outstandingasofJune30,2024[154].TheSponsorprovided1,379,100 outstanding as of June 30, 2024[154]. - The Sponsor provided 1,107,100 in Working Capital Loans during the six months ended June 30, 2024, with 1,379,100outstandingasofJune30,2024[191].TaxandRegulatoryMattersTheincreaseinincometaxexpenseforthethreemonthsendedJune30,2024,wasprimarilyduetohigherdividendandinterestincomefromincreasedinterestrates[163].TheCompanyaccruedanexcisetaxliabilityof1,379,100 outstanding as of June 30, 2024[191]. Tax and Regulatory Matters - The increase in income tax expense for the three months ended June 30, 2024, was primarily due to higher dividend and interest income from increased interest rates[163]. - The Company accrued an excise tax liability of 301,944 related to the June 18, 2024 redemptions, with a total excise tax liability of 301,944asofJune30,2024[183].TheCompanymaybesubjecttoa1301,944 as of June 30, 2024[183]. - The Company may be subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, depending on various factors[179]. Accounting and Compliance - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires improved income tax disclosures for fiscal years beginning after December 15, 2024[176]. - The Company adopted ASU 2020-06 on January 1, 2024, which had no impact on its financial statements[175]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[177]. Shareholder Activity - As of June 18, 2024, stockholders holding 2,752,307 public shares redeemed their shares for approximately 30.2 million, or about 10.97pershare,fromtheTrustAccount[144].OnJune18,2024,theCompanyredeemed2,752,307ClassAcommonstocksharesforatotalof10.97 per share, from the Trust Account[144]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of 30,194,356[183]. - The deferred underwriting commission payable to the underwriter amounts to 1,897,350,contingentuponthecompletionofaninitialbusinesscombination[166].OperationalExpensesTheCompanyincurred1,897,350, contingent upon the completion of an initial business combination[166]. Operational Expenses - The Company incurred 30,000 in administrative support expenses for the three months ended June 30, 2024, consistent with the previous year[167]. - The Company entered into an administrative support agreement, incurring expenses of 60,000forthesixmonthsendedJune30,2024[192].TheCompanyhasnotgeneratedanyoperatingrevenuestodateanddoesnotexpecttountilaftercompletingabusinesscombination[153].WarrantIssuanceTheCompanyissued3,449,500PrivatePlacementWarrantsat60,000 for the six months ended June 30, 2024[192]. - The Company has not generated any operating revenues to date and does not expect to until after completing a business combination[153]. Warrant Issuance - The Company issued 3,449,500 Private Placement Warrants at 1.00 per warrant, generating $3,449,500 in gross proceeds[187].