Data443 Risk Mitigation, Inc. 8-K
Research Summary
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Data443 Risk Mitigation Enters Financial Advisor Deal for Proposed de‑SPAC
What Happened
Data443 Risk Mitigation, Inc. (ATDS) filed an 8‑K on July 20, 2026 disclosing a Financial Service Agreement with Margaret Z. Holdings Limited to act as the company’s financial advisor for the proposed de‑SPAC business combination with Four Leaf Acquisition Corporation (FORL). The agreement term is 18 months from signing and includes a mix of cash, equity and nominee arrangements tied to closing and post‑closing conditions.
Key Details
- Cash success fee: a promissory note for $1,000,000 payable within 90 days after the Date of Deal Close; bears no interest if paid when due and 15% annual interest on default.
- Equity success fee: 1,200,000 shares of the combined public company (PubCo) issued on closing.
- Retention cash bonus: equal to 25% of the total trust amount retained at closing, paid in three equal installments at months 3, 6 and 9 post‑closing, conditioned on PubCo maintaining exchange listing compliance, trailing‑12‑month consolidated revenue ≥ $5,000,000, and unrestricted cash ≥ $3,000,000 at each payment date.
- Nominee and allocations: Margaret will nominally receive 1,500,000 FORL shares on behalf of Jason Remillard (net sale proceeds to be remitted to him within five business days), and 30,000,000 shares of the Company’s common stock will be allocated to Margaret from Mr. Remillard’s holdings as part of the business combination.
- Super‑voting preferred for CEO: PubCo to issue Mr. Jason Remillard (or designee) 3,000,000 Class B Preferred Shares with 15 votes per share (automatic expiration/cancellation at 36 months), convertible into Class A common at a 10:1 ratio, with transfer restrictions and no dividend participation.
- Related‑party context: Mr. Remillard is Data443’s founder, CEO and sole director, and also Chairman/CEO of FORL and controller of FORL’s sponsor — the agreement therefore involves related parties.
Why It Matters
This agreement sets material compensation and equity allocations tied to the proposed de‑SPAC and could affect share count, voting power and governance after the transaction closes. The mix of cash, equity and a large super‑voting preferred issuance to the CEO may dilute existing common shareholders and concentrate voting control for a limited period (36 months). The retention payments are performance‑contingent, which links some advisor compensation to revenue and cash thresholds, but the related‑party nature of the arrangements is a notable corporate governance consideration investors should watch as the deal progresses.
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