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Private company

Four Leaf Acquisition Corp

Four Leaf Acquisition Corp is an American blank check company, incorporated in Delaware.1 It is headquartered in Durham, North Carolina.1

Last updated Oct 21, 2026.

Overview

$403.3KNet income, fiscal 20242
  • IndustryBlank Checks1
  • HeadquartersDurham, North Carolina1
  • Incorporated inDE3
  • Business address600 Park Offices Drive, Suite 300-4133, Durham, Nc 277133
  • Filer category, Emerging growth company3

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Initial Public Offering (the “Representative Shares”), and approximately $1.0 million of other offering costs.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income2-$1.4M in 2024+26% since 2023
-$1.5M-$1.0M-$500.0K02023: -$1.1M-$1.1M20232024: -$1.4M-$1.4M2024+26%
Net income2$403.3K in 2024−52% since 2023
0$250.0K$500.0K$750.0K$1.0M2023: $834.8K$834.8K20232024: $403.3K$403.3K2024−52%
Fiscal year202220232024
Operating income-$1.1M2-$1.4M2
Income before tax$1.3M2$856.1K2
Income tax$08$444.0K2$452.8K2
Net income$834.8K2$403.3K2

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Corporate structure

Four Leaf Acquisition Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Four Leaf Acquisition Corp

  • Goldman Sachs Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Aug 14, 2026 (2 filings since May 12, 2026)
  • WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Jul 24, 2026 (3 filings since Oct 16, 2024)
  • CLEAR STREET LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest May 21, 2026 (2 filings since May 14, 2026)
  • AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Sep 4, 2025 (3 filings since Feb 14, 2024)
  • CALAMOS INVESTMENT TRUST/IL Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Sep 2, 2025 (4 filings since Oct 7, 2024)
  • METEORA CAPITAL, LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Aug 14, 2025 (3 filings since Feb 14, 2025)
  • TD SECURITIES (USA) LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Aug 13, 2025 (2 filings since Feb 14, 2025)
  • Barclays Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Mar 21, 2025 (3 filings since Feb 14, 2024)
  • FIR TREE CAPITAL MANAGEMENT LP Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Feb 14, 2025 (2 filings since Nov 14, 2024)
  • L1 Capital Global Opportunities Master Fund, Ltd. Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Feb 14, 2025 (3 filings since Mar 24, 2023)
  • Wealthspring Capital LLC Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Feb 13, 2025 (2 filings since Feb 8, 2024)
  • K2 PRINCIPAL FUND, L.P. Filed SCHEDULE 13G/A on Four Leaf Acquisition Corp, latest Feb 11, 2025 (2 filings since Jul 15, 2024)
  • Four Leaf Acquisition Corp Durham, North Carolina

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Four Leaf Acquisition Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Marketable securities, non-current$30.1M2 Dec 31, 2024$58.1M2 Dec 31, 2023−48.1%

Properties, in its own words

Our principal executive offices are located at 4546 El Camino Real B10 #715, Los Altos, California 94022, and our telephone number is (650) 720-5626. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Apr 30, 2025.4

Leadership

Who has led Four Leaf Acquisition Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Angel Orrantia2023

Chief financial officer

  1. Coco Kou2023
2025
  • Chief executive officerAngel Orrantia Mar 27, 2023 to Mar 27, 202310
  • Chief financial officerCoco Kou Mar 27, 2023 to Mar 27, 202311
Board members and other officers (6)

Timeline

  1. Sep 2, 20268-K Entered a material agreement; Regulation FD disclosure17
  2. Jul 23, 20268-K Entered a material agreement; Change to shareholders' rights; Bylaws or fiscal year changed18
  3. Jul 17, 20268-K Ended a material agreement; Other events19
  4. Jul 7, 20268-K Executive or director change; Other events20
  5. Jun 4, 20268-K Executive or director change21
  6. Aug 27, 20258-K Listing notice or transfer22
  7. Jul 3, 20258-K Shareholder vote23
  8. Jun 24, 20258-K Shareholder vote24
  9. Apr 24, 20258-K Listing notice or transfer; Regulation FD disclosure25
  10. Apr 10, 20258-K Listing notice or transfer26
  11. Dec 19, 20248-K Entered a material agreement; Executive or director change27
  12. Dec 11, 20248-K Listing notice or transfer; Regulation FD disclosure28
  13. Mar 27, 2023New chief executive Angel Orrantia becomes CEO10

Filings

130 filings to the SEC since October 2021: 2 annual reports, 8 quarterly reports, 23 major events, 20 insider forms, 38 large holders, 39 other. The latest 20:

  1. Sep 2, 20268-K EDGAR
  2. Aug 14, 2026SCHEDULE 13G/A EDGAR
  3. Jul 24, 20264 PRIMARY DOCUMENT EDGAR
  4. Jul 24, 2026SCHEDULE 13G/A EDGAR
  5. Jul 23, 20268-K CURRENT REPORT EDGAR
  6. Jul 17, 20268-K CURRENT REPORT EDGAR
  7. Jul 7, 20268-K CURRENT REPORT EDGAR
  8. Jun 12, 2026DEF 14A PROXY STATEMENT EDGAR
  9. Jun 5, 2026PRE 14A PROXY STATEMENT EDGAR
  10. Jun 4, 20268-K CURRENT REPORT EDGAR
  11. May 21, 2026SCHEDULE 13G/A EDGAR
  12. May 14, 2026SCHEDULE 13G EDGAR
  13. May 12, 2026SCHEDULE 13G EDGAR
  14. Nov 17, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  15. Oct 23, 20254 PRIMARY DOCUMENT EDGAR
  16. Oct 10, 20254 PRIMARY DOCUMENT EDGAR
  17. Sep 4, 2025SCHEDULE 13G/A EDGAR
  18. Sep 2, 2025SCHEDULE 13G/A EDGAR
  19. Aug 27, 20258-K CURRENT REPORT EDGAR
  20. Aug 27, 202510-Q QUARTERLY REPORT EDGAR

The 130 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 3 buys and 7 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 22, 2026Gust ChristopherSale184,038$12.06$2.2MForm 4
Oct 14, 2025WOLVERINE ASSET MANAGEMENT LLCSale20$12.22$244Form 4
Oct 6, 2025Bellick RobertSale572$12.49$7.1KForm 4
Aug 15, 2025AQR CAPITAL MANAGEMENT LLC10% ownerSale366,532$11.62$4.3MForm 4
Aug 14, 2025WOLVERINE ASSET MANAGEMENT LLCSale1,000$11.67$11.7KForm 4
Jul 28, 2025WOLVERINE ASSET MANAGEMENT LLCBuy100$11.53$1.2KForm 4
Jul 24, 2025WOLVERINE ASSET MANAGEMENT LLCBuy17$11.56$197Form 4
Jul 11, 2025WOLVERINE ASSET MANAGEMENT LLCBuy13$11.57$150Form 4
Nov 22, 2024AQR Arbitrage LLC10% ownerSale23,424$11.05$258.8KForm 4
Jul 18, 2024AQR Arbitrage LLC10% ownerSale75,000$10.98$823.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Four Leaf Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFour Leaf Acquisition Corp1
  • CIK0001936255
  • Employer ID (EIN)88-11789354
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address600 Park Offices Drive, Suite 300-4133, Durham, NC 277131
  • Phone650-720-56261
  • Shares outstanding2,722,903 Common Class A shares; 1,355,250 Common Class B shares as of Apr 29, 20254
  • Public float$24.7M as of Jun 30, 20244
  • AuditorAdeptus Partners, LLC, Ocean, NJ PCAOB ID 3686; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJul 1, 20221
  • Filings131 in all: 8-K (23), SCHEDULE 13G/A (17), SC 13G (11), 3 (10), 4 (9), 10-Q (8), CORRESP (7), NT 10-Q (7)1
    All 26 form types

    SC 13G/A (6), UPLOAD (6), S-1/A (4), SCHEDULE 13G (4), DEF 14A (3), PRE 14A (3), 10-K (2), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), DRS (1), EFFECT (1), NT 10-K (1), PRER14A (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Apr 30, 2025
    Quarterly report (10-Q) Aug 27, 2025
    Proxy statement (DEF 14A) Jun 12, 2026
    Latest 8-K (8-K) Sep 2, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one share of Class A Common Stock and one redeemable WarrantFORLUThe Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per shareFORLThe Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per shareFORLWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Apr 30, 2025 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Four Leaf Acquisition Corp names in Item 1A of its 10-K filed Apr 30, 2025: 80 risks under these headings, as written.4

  • Risks Associated with Acquiring and Operating a Target Business with its Primary Operation in the People’s Republic of China
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
  • If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.
  • The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
  • In the event that we decide to further extent the period of time to consummate an initial business combination for up to additional two (2) times for one (1) month each time to June 22, 2025, investors will have no voting rights and no redemption rights in connection with such extensions.
  • The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
  • We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.40 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
The other 68 risks
  • If we seek stockholder approval of our initial business combination, our Sponsor, directors, officers and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A common stock.
  • If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account available on liquidation, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate through May 22, 2025 (or June 22, 2025 if we fully extend the period of time to consummate a business combination), we may be unable to complete our initial business combination, in which case our public stockholders may receive only their pro rata portion of the funds in the trust account available on redemption, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $11.25 per share.
  • Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
  • If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
  • If we are unable to complete an initial business combination prior to May 22, 2025 (or prior to June 22, 2025, if we fully extend the period of time to consummate a business combination), our public stockholders may be forced to wait beyond such time frame before redemption from our trust account.
  • The price at which we issue any shares in connection with a business combination may be lower than the price you paid for the units in the Initial Public Offering or at a price lower than the trading price of our Class A common stock, irrespective of any increased stock price based on market responses to special purpose acquisition companies in general.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
  • Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.
  • Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
  • We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
  • We are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
  • We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our Certificate of Incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $11.25 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
  • As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock.
  • Changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our stockholders do not agree.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Certificate of Incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
  • Our Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.011 per founder share. As a result, our Sponsor, its affiliates and our management team stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders, and may have an incentive to recommend such an initial business combination to our stockholders.
  • Unlike many other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination.
  • Our warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.
  • A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
  • Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • We may only be able to complete one business combination with the proceeds of the Initial Public Offering, the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.
  • Our management may not be able to maintain control of a target business after our initial business combination.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.
  • If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
  • If our management team following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
  • After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
  • We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
  • Past performance by members of our management team or their affiliates may not be indicative of future performance of an investment in us.
  • We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • The representative may have a conflict of interest if they render services to us in connection with our initial business combination.
  • We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
  • Since our Initial Stockholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $11.25 per share.
  • If you exercise your Public Warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least a majority of the then outstanding Public Warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • We are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • We are an emerging growth company and a smaller reporting company within the meaning of the rules adopted by the Securities and Exchange Commission, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Legal proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

The opening of Item 3, Legal Proceedings.4

Sources

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