8-KFiled Sep 1, 8:00 PM ET
Four Leaf Acquisition Announces Merger Agreement to Acquire Data443
Four Leaf Acquisition CorpResearch Summary
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Four Leaf Acquisition Announces Merger Agreement to Acquire Data443
What Happened
- On August 27, 2026, Four Leaf Acquisition Corp (Parent) entered into a Business Combination Agreement with its wholly owned FORL Merger Sub, Inc. and Data443 Risk Mitigation, Inc. (Data443); the 8-K was filed on September 2, 2026 with a joint press release.
- The transaction will be structured by Parent creating a new Nevada subsidiary (“NewCo”), Parent merging into NewCo, and then Merger Sub merging into Data443 so that Data443 becomes a wholly owned subsidiary of NewCo. Parent common stock and warrants will convert into NewCo securities at closing; convertible preferred of Data443 will convert into common before the Merger.
Key Details
- Merger consideration formula: Aggregate Merger Consideration = (Data443 equity value) ÷ $10.00 per share, rounded down, capped at 60,000,000 NewCo common shares.
- Data443 will convert at least $10.0 million of outstanding debt into Data443 common stock prior to the Effective Time (debt conversion agreements to be filed in the S-4).
- Financial arrangements: 3,000,000 shares of NewCo Class B preferred to be issued to Data443’s CEO (via a Financial Services Agreement); a committed $10,000,000 PIPE convertible investment is expected to convert into NewCo common at closing.
- Closing mechanics/escrow: NewCo will deposit Indemnity Escrow Shares equal to 2% of the NewCo shares otherwise issuable to Data443 stockholders; closing is subject to customary conditions, including SEC filings (Form S-4 effectiveness), required shareholder and regulatory approvals, and Nasdaq listing.
Why It Matters
- This is a business combination (merger) that will result in Data443 becoming a publicly listed company through NewCo. Key near-term checkpoints for investors are the Form S-4 filing and effectiveness, shareholder votes, and Nasdaq listing.
- The deal includes multiple sources of potential dilution (merger share issuance based on Data443 equity value, at least $10M debt-to-equity conversion, and a $10M PIPE), so existing shareholders should monitor total share count and ownership changes disclosed in the S-4.
- Support agreements from certain Data443 insiders and >5% holders are intended to help secure shareholder approval, while customary closing conditions and limited surviving reps/warranties affect post-closing remedies.