8-KFiled Sep 1, 8:00 PM ET
Data443 Risk Mitigation Announces Business Combination Agreement with Four Leaf
$ATDS · Data443 Risk Mitigation, Inc.Research Summary
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Data443 Risk Mitigation Announces Business Combination Agreement with Four Leaf
What Happened
- On August 27, 2026 Data443 Risk Mitigation, Inc. entered into a Business Combination Agreement with Four Leaf Acquisition Corporation and its merger subsidiary to combine the two companies into a newly formed NewCo. The transaction structure calls for Parent to create a NewCo, Parent to merge into NewCo, and then Merger Sub to merge into Data443, with Data443 surviving as a subsidiary of NewCo. NewCo expects to apply to list its common stock on Nasdaq. A joint press release was issued on September 2, 2026.
Key Details
- Agreement date: August 27, 2026; press release furnished September 2, 2026.
- Merger consideration will be based on Data443’s equity value and a $10.00 per-share reference price for NewCo common stock (Aggregate Merger Consideration = equity value ÷ $10.00).
- Data443 will convert at least $10.0 million of outstanding indebtedness into Data443 common stock before the Effective Time (“Debt Conversion”); any shortfall reduces the Base Value dollar-for-dollar.
- NewCo will escrow shares equal to 2% of the NewCo common stock otherwise issuable to Data443 stockholders as an indemnity escrow.
- Closing conditions include effectiveness of a Form S-4, Parent and Data443 stockholder approvals (Parent approval must include a majority of shares held by unaffiliated Parent stockholders), completion of the Debt Conversion, and Nasdaq listing approval.
- Jason Remillard (Data443 founder, CEO, President and controlling stockholder) will enter into an employment agreement to serve as CEO and President of the post‑combination company for a minimum three-year term. Remillard also has roles and control interests tied to Parent and its sponsor; Parent’s special committee obtained an independent valuation and fairness analysis.
Why It Matters
- The agreement moves Data443 toward becoming a publicly traded company on Nasdaq via a business combination, which may change the company’s capital structure and shareholder mix.
- The required $10.0M debt conversion and regulatory/stockholder approvals are material closing conditions — failure to meet them could alter or prevent the transaction.
- The 2% indemnity escrow and the support agreements from insiders (including significant holders and officers) address post‑closing risk allocation and governance support, while the employment deal provides management continuity under Jason Remillard.
- Retail investors should watch the Form S-4 filing, the outcome of the required stockholder votes, the completion of the debt conversions, and any Nasdaq listing decision for updates that will affect timing and economics of the transaction.