The termination removes the overhang from the stalled XYDD deal and positions Four Leaf to pursue the Data443 business combination. Monitor for a definitive agreement, proxy statement, and shareholder vote on the Data443 merger. The $2M note and potential conversion terms introduce future dilution risk for post-combination shareholders.
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Executive Summary
Four Leaf Acquisition Corp (FORL) terminated its business combination agreement with Guangzhou Xiaoyu DiDa Technology (XYDD) due to PRC regulatory hurdles, clearing the path for a new proposed merger with Data443 Risk Mitigation, Inc. The SPAC pays no termination fee; Data443 will issue a $2M promissory note to XYDD as compensation. This removes a stalled deal and advances a new de-SPAC target.
Key Facts
- Mutual termination of XYDD Business Combination Agreement effective July 15, 2026
- Termination caused by regulatory review under PRC law halting the XYDD transaction
- Four Leaf pays no termination fee or any amount to XYDD
- Data443 agreed to issue a $2,000,000 promissory note to XYDD as compensation for the termination
- Loan payable in two $1M installments: 90 days and 120 days after Data443 deal close
- If unpaid after 12 months, XYDD can convert outstanding amount into PubCo shares at 80% of VWAP, subject to floor and 19.99% cap
- 1,800,000 post-combination shares remain allocated to S.SHUN Holdings Limited for finder services related to the XYDD deal
Financial Impact
No direct financial impact on Four Leaf; Data443 bears $2M compensation to XYDD via promissory note. Potential future dilution if XYDD converts the note into PubCo shares at 80% VWAP, capped at 19.99% of outstanding shares.
Risk Factors
- Data443 deal may also face regulatory or shareholder approval hurdles
- Potential dilution if XYDD converts the $2M note into PubCo shares at a discount
- SPAC is traded on OTC Markets, indicating limited liquidity and higher execution risk
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-078905 |
| Document: 0001213900-26-078905-index-headers.html | 0001213900-26-078905 |
| Document: 0001213900-26-078905-index.html | 0001213900-26-078905 |
| Document: 0001213900-26-078905.txt | 0001213900-26-078905 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 17, 2026 14w ago | 8-K | $11.00 $11.00 | · 0.00% | ▼ −4.94% | $11.00 (0.00%) |
Jun 4, 2026 20w ago | 8-K | $11.00 $11.00 | · 0.00% | ▼ −1.88% | $11.00 (0.00%) |
US Market Status
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