Four Leaf Acquisition (FORL) - 2025 Q1 - Quarterly Report

IPO and Fundraising - 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[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately$1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including$2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80$542,100 into the Trust Account[182]. Financial Condition and Liquidity - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of only$1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to twelve times for one month each by depositing $75,000 for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. Expenses and Loans - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had$2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company expects to replenish$126,150 used for general operating expenses via a Working Capital Loan from its Sponsor[205]. - The Company received $1,923,100 in Working Capital Loans from the Sponsor during the year ended December 31, 2024, with$856,100 utilized for working capital needs[236]. Tax Liabilities and Redemptions - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024, incurring an excise tax liability of$301,944 related to these redemptions[229]. - The Company incurred $301,944 in excise tax liability as of both March 31, 2025, and December 31, 2024, related to stock redemptions[229]. - The Company confirmed that it will not utilize any funds from the trust account to pay any excise tax related to stock redemptions[228]. Operational Status and Future Outlook - The Company has engaged in no operations since inception and has only conducted activities necessary for the IPO and identifying a target company[202]. - As of March 31, 2025, the Company had cash equivalents in the Trust Account amounting to$30,666,039, which will be used to complete its initial business combination[204]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to$314,815 in formation and operating costs and $60,896 in income tax expense[211]. - The Company is required to complete an initial business combination by June 22, 2025, or face mandatory liquidation[207]. - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated by June 22, 2025[208]. Sponsor and Related Party Transactions - The Sponsor is liable to the Company if claims reduce the Trust Account funds below$10.30 per Public Share[200]. - The Sponsor purchased 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating$3,449,500 in proceeds[232]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling$30,000 for the three months ended March 31, 2025[239]. - The Company had $551,100 and$195,100 included in Promissory notes – related party as of March 31, 2025, and December 31, 2024, respectively[238]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[230].