UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 27, 2023 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 15, 2023, Four Leaf Acquisition Corporation (the “Company”) filed a Notification of Late Filing on Form 12b-25, indicating that the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”) would be delayed.
The Company received a notice (the “Notice”) on November 20, 2023, from the Nasdaq Listing Qualifications Department (“Nasdaq”) indicating that the Company remains in non-compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.
The Notice will have no immediate effect on the listing or trading of the Company’s common stock, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the Company’s common stock. Nasdaq indicated that the Company must: (i) no later than January 19, 2023, submit a plan to regain compliance with respect to the filing requirement; and (ii) on or before May 20, 2023, file the delinquent Form 10-Q. The Company intends to file the delinquent Form 10-Q as soon as practicable.
Item 7.01 | Regulation FD Disclosure. |
On November 27, 2023, the Company issued press release announcing receipt of the Notice from the Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated November 27, 2023, issued by Four Leaf Acquisition Corporation) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Four Leaf Acquisition Corporation | ||
By: | /s/ Angel Orrantia | |
Name: | Angel Orrantia | |
Title: | Chief Executive Officer |
Dated: November 27, 2023
Exhibit 99.1
Four Leaf Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q
LOS ALTOS, C.A. November 27, 2023 Four Leaf Acquisition Corporation (NASDAQ: FORL), today announced that on November 20, 2023, it received a notice from The Nasdaq Stock Market LLC (Nasdaq) stating that because the Company has not yet filed its quarterly report on Form 10-Q for the period ended September 30, 2023 (the Form 10-Q), the Company is not in compliance with Nasdaq Listing Rule 5250(c) (1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission (the SEC).
The current notice will have no immediate effect on the listing or trading of the Companys common stock on the Nasdaq Global Select Market, although there can be no assurances that further delays in the filing of the Form 10-Q will not have an impact on the listing or trading of the Companys common stock. Nasdaq indicated that the Company must: (i) no later than January 19, 2024, submit a plan to regain compliance with respect to the filing requirement; and (ii) on or before May 20, 2024, file the delinquent Form10-Q. The Company intends to file the delinquent Form 10-Q as soon as practicable.
About Four Leaf Acquisition Corporation
Four Leaf Acquisition Corporation is a newly incorporated blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Four Leaf Acquisition Corporation believes that there are many target companies that could become attractive public companies and is seeking a target in the Internet of Things IoT market. Four Leaf Acquisition Corporation is led by Angel Orrantia, Chief Executive Officer, Coco Kou, Chief Financial Officer, Robert de Neve, Chief Strategy Officer, and Bala Padmakumar, Chairman.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words aims, could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on managements current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Four Leaf Acquisition Corporation (the Company or we) disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, including risks and uncertainties described in the Risk Factors section of our Registration Statement on Form S-1 filed with the SEC on March 16, 2023, as amended, and other documents that we file from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The Company can give no assurances that the Company will achieve its expectations.
Company Contact:
Angel Orrantia
Chief Executive Officer
Four Leaf Acquisition Corporation
Email: a@fourleaf.investments
-8?20$3;8T.P6BP^0"X99K>]9!:G
4^I
M/Y'*R:,DCE23L$7RA-/=6CD77ML.7K3#US
MQTADJA84YHJYQZ*BK&QZEON$#6UPXF.T=2H,,$4$)P:*KA<#I>2.TA@J YN>
M3!KE-ZNR9:M216G_;LW*99(X3?9Z8D]>*PFU@GW9X(F+[Y.AL Q[X>Z> :FL
MP'+ZYM/7Q4 S_!*SQ5I>A[EF<@
$4?8/
A"N&;'%E!E=3<5B#8W7PHFXD[P'Y2%-;_;EF&\!L.7
M";.Y_EDLFO6MN WY/_UVIZR35\-M@D:D5'5"#3V([7#'91+$_Z&/]6_TV!%>
M0RO81=D:82\2K0TLJ TU05H)5"G,FS?-R:AJ &