| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Operations Four Leaf Acquisition Corporation (the “Company”) is a blank check company that was incorporated as a Delaware corporation on March 3, 2022 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 17, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company (“Xiaoyu Dida”), commonly known as Smart Station. As of September 30, 2024, the Company had not commenced any operations. All activity for the period from March 3, 2022 (inception) through September 30, 2024, relates to the Company’s formation and the initial public offering (“IPO”) (as described below), as well as activities necessary to identify a potential target and prepare for a business combination. The Company will not generate any operating revenues until after the completion of its initial business combination. The Company generates non-operating income in the form of dividend and interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is ALWA Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 16, 2023. On March 16, 2023, the Company consummated its IPO of 5,200,000 221,000 0.0001 11.50 10.00 54,210,000 Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,576,900 1.00 3,577,000 Transaction costs amounted to $ 4,019,087 2,710,500 813,150 1,038,067 974,028 In conjunction with the IPO, the Company issued to the underwriter 54,210 270,520 Following the closing of the IPO, an amount of $ 55,836,300 10.30 185 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80 50 In connection with any proposed initial business combination, the Company will either: (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. If the Company engages in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than a pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. The Company will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its second amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a business combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose any amendment to the Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100 Initial Extension of Period to Complete Initial Business Combination On March 19, 2024, the Company initially extended the period to consummate an initial business combination by a period of three months, or until June 22, 2024 (the “Initial Extension”). In connection with the Initial Extension, the Sponsor deposited an aggregate of $ 542,100 2024 Special Meeting of the Stockholders On June 18, 2024, the Company convened a special meeting of stockholders (the “2024 Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to provide the Company’s Board of Directors with the right to extend the period within which to consummate an initial business combination (the “Combination Period”) up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the “Extension”) (the “2024 Extension Amendment Proposal”). The Company also entered into an amendment (the “2024 Trust Amendment” and together with the 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement. The Trust Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve ( 12 75,000 In connection with the 2024 Charter Amendment Proposals, the holders of the Company’s Public Shares were given the opportunity to redeem their Public Shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding Public Shares. Stockholders holding 2,752,307 30.2 10.97 On June 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the “First 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $ 75,000 On July 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until August 22, 2024 (the “Second 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $ 75,000 On August 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until September 22, 2024 (the “Third 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $ 75,000 On September 18, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until October 22, 2024 (the “Fourth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $ 75,000 On October 17, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the “Fifth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $ 75,000 On November 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the “Sixth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $ 75,000 On December 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025 (the “Seventh 2024 Monthly Extension”). In connection with the one month extension, the Sponsor deposited $ 75,000 If the Company is unable to complete an initial business combination by January 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of the Extension), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the shares of Class A common stock subject to possible redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any income or franchise tax obligations and up to $ 100,000 The Company’s Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares of Class B common stock, par value $0.0001 per share (“Founder Shares” or “Class B common stock”) held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the prescribed time frame. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a business combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.30 Merger Agreement On December 17, 2024, the Company entered into the Merger Agreement with Xiaoyu Dida, Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 1”), and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 2”). Upon the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1, will be merged with and into the Company (“Merger 1”), with the Company being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida; and (ii) immediately following the consummation of Merger 1, the Merger 1 Surviving Corporation will be merged with and into Merger Sub 2 (“Merger 2” and, collectively with Merger 1, the “Mergers”), with Merger Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida. The below description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to the actual Merger Agreement, a copy of which is filed with the Current Report on Form 8-K filed on December 19, 2024, as Exhibit 2.1. Immediately prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of the Company’s Class B common stock shall be automatically converted into one share of the Company’s Class A common stock in accordance with the terms of the Company’s Certificate of Incorporation (such automatic conversion, the “Company Class B Conversion”) and each share of Class B common stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $ 11.50 Immediately after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Class A common stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Class A common stock held by the Company as treasury stock and any shares of Class A common stock subject to redemption) shall automatically be cancelled in exchange for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $ 0.00005 At the Merger 1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary Share (each, a “Xiaoyu Dida Warrant”) pursuant to the terms of a warrant assignment, assumption and amendment agreement to be entered into between the Company, Xiaoyu Dida and CST (the “Warrant Assumption Agreement”). Each Xiaoyu Dida Warrant shall continue to have and be subject to substantially the same terms as were applicable to the Company’s Warrants in effect immediately prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement, dated March 16, 2023, by and between the Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to the Merger 1 Effective Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time. The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Xiaoyu Dida, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Mergers. Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) receipt of the Company’s stockholder approval and Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement), shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having at least $ 5,000,001 The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Effective Tim as follows: (i) by mutual written consent of the Company and Xiaoyu Dida; (ii) by either the Company or Xiaoyu Dida if the Closing is not consummated on or before December 31, 2025 (the “Outside Date”), provided that the failure to consummate the Closing by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied; (iii) by either the Company or Xiaoyu Dida if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject to a 30-days cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations se forth in the Merger Agreement; (iv) by either the Company or Xiaoyu Dida if any Order (as defined in the Merger Agreement) having the effect of prohibiting or preventing the consummation of the Closing shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this shall not be available to a party if such Order was due to such party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement; (v) by either the Company or Xiaoyu Dida if the CSRC Filing Notice has not been obtained by the Outside Date; (vi) by either Company or Xiaoyu Dida if Company stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment or postponement thereof; or (vii) by the Company if Xiaoyu Dida shareholder approval shall not have been obtained by reason of the failure to obtain the required vote at the general meeting duly convened therefor or at any adjournment or postponement thereof. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or further obligation under the Merger Agreement. Going Concern Consideration The $ 125,986 The Company believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for its activities until a business combination is complete. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial business combination. Moreover, the Company may need to obtain additional financing either to complete the business combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the business combination, in which case the Company may issue additional securities or incur debt in connection with such business combination. Management has determined that the liquidity
condition, potential mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to
continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as
a going concern. Risks and Uncertainties Results of operations and the Company’s ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine and Israel and Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial business combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1 1 On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Because any redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax. On June 18, 2024, the Company’s
stockholders redeemed 2,752,307 30,194,356 0 301,944 301,944 0 Franchise and Income Tax Withdrawals During the three and nine months ended September 30, 2024, the Company withdrew $ 464,229 1,031,029 110,268 |
