The de-SPAC process is advancing with retained advisors, but the complex compensation structure and related-party transactions (CEO on both sides) may raise governance concerns. Watch for the S-4 registration statement and special committee approvals — any delay or rejection of the FORL joinder could alter the deal terms. Traders should monitor for shareholder reaction to potential dilution and the super-voting share issuance.
Price Chart
Executive Summary
Data443 entered into a Financial Service Agreement with Margaret Z. Holdings Limited to serve as financial advisor for its proposed de-SPAC business combination with Four Leaf Acquisition Corporation (FORL). The agreement provides for a $1,000,000 promissory note, 1.2 million shares of the combined company, a retention bonus tied to trust proceeds, and nominee share arrangements, while also issuing 3,000,000 super-voting Class B Preferred Shares to CEO Jason Remillard. The filing advances the de-SPAC process but introduces significant potential dilution and related-party complexities.
Key Facts
- Data443 engaged Margaret Z. Holdings Limited as financial advisor for its de-SPAC with FORL for an 18-month term.
- Margaret receives a $1,000,000 promissory note payable 90 days after deal close (15% default interest, convertible into PubCo shares at 80% of VWAP with a 50% floor and 19.99% cap).
- Margaret receives 1.2 million shares of the combined company as an equity success fee.
- Margaret is entitled to a cash retention bonus of 25% of the trust amount retained at closing, paid in three installments subject to revenue and cash conditions.
- CEO Jason Remillard (who also chairs FORL) will receive 3,000,000 Class B Preferred Shares with 15:1 super-voting rights, convertible 10:1 into Class A common stock, expiring after 36 months.
- 30 million ATDS shares from Remillard's holdings will be allocated to Margaret as part of the business combination, and 1.5 million FORL shares will be held as nominee for Remillard.
- All arrangements are subject to FORL approval (including its special committee) and definitive documentation.
- If the proposed business combination is not consummated, the $1,000,000 note will not be issued.
Financial Impact
Up to $1,000,000 promissory note plus 1.2 million shares of PubCo, 25% of trust amount retained (illustrated at $1.5M on $6M trust), and potential conversion of note into up to 19.99% of PubCo shares — all contingent on de-SPAC closing.
Risk Factors
- De-SPAC may fail to close, rendering all contingent compensation moot.
- Significant dilution risk — up to 1.2M equity shares plus potential conversion of the $1M note into up to 19.99% of PubCo shares.
- Related-party conflicts: CEO Jason Remillard controls both Data443 and FORL, with nominee share arrangements and super-voting preferred shares.
- Conditions for retention bonus (revenue $5M, cash $3M) may be challenging to meet, potentially deferring advisor compensation.
- CFIUS review could delay or block the transaction given foreign advisor involvement.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-033834 |
| Document: form8-k.htm | 0001493152-26-033834 |
| Document: 0001493152-26-033834-index-headers.html | 0001493152-26-033834 |
| Document: 0001493152-26-033834-index.html | 0001493152-26-033834 |
| Document: 0001493152-26-033834.txt | 0001493152-26-033834 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | 8-K | $0.000100 | awaiting T+60 | — | $0.00010000 (−0.00%) |
Oct 14, 2026 13d ago | 8-K | $0.000200 | awaiting T+60 | — | $0.00010000 (−50.00%) |
Jul 20, 2026 14w ago | 8-K | $0.000100 $0.000100 | · 0.00% | ▼ −5.10% | $0.00010000 (−0.00%) |
Jul 20, 2026 14w ago | 8-K | $0.000100 $0.000100 | · 0.00% | ▲ +5.10% | $0.00010000 (+0.00%) |
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