UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
As approved by its stockholders at the special meeting of stockholders held on June 18, 2024 (the “Special Meeting”), Four Leaf Acquisition Corporation (the “Company”) entered into an Amendment to the Investment Management Trust Agreement, dated March 16, 2023 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company effective as of June 18, 2024 (the “Trust Amendment”). The Trust Amendment allows the Company to extend the date by which the Company has to consummate a business combination (the “Combination Period”) up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the “Extension”) by depositing into the trust account, for each one-month extension, $75,000 (the “Extension Payment”). The foregoing description is qualified in its entirety by reference to the Trust Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein. The Company completed an Extension Payment on June 20, 2024.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
The information disclosed in Item 5.07 of this Current Report on Form 8-K under the heading “Proposal No. 1 – The Extension Amendment Proposal” is incorporated by reference into this Item 5.03. On June 20, 2024, to effectuate the Extension, the Company filed an amendment (the “Extension Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware. The foregoing description is qualified in its entirety by the terms of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 18, 2024, the Company convened the Special Meeting. As of the close of business on May 20, 2024, the record date for the Special Meeting, there was an aggregate of 6,830,460 shares of the Company’s common stock outstanding (consisting of 5,475,210 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”) and 1,355,250 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Public Shares, the “Common Stock”), each of which was entitled to one vote with respect to the proposals presented at the Special Meeting.
A total of 5,339,993 shares of Common Stock, representing approximately 78.18% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on June 6, 2024.
A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special Meeting is set forth below:
Proposal No. 1 – The Extension Amendment Proposal
A proposal to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amended Certificate”) in order to provide the Company’s Board of Directors (the “Board”) with the right to extend (the “Extension”) the date by which the Company has to consummate an initial business combination (the “Combination Period”) up to an additional 12 times for one month each time, from June 22, 2024 (the “Current Termination Date”) until June 22, 2025 (the “Amended Termination Date”) or such earlier date as may be determined by the Board in its sole discretion (the “Extension Amendment Proposal”).
Voting Results for Proposal No. 1:
| FOR |
AGAISNT |
ABSTAIN | ||
| 4,821,687 | 518,306 | 0 |
Proposal No. 2 – The Trust Amendment Proposal
A proposal to amend the Company’s investment management trust agreement, dated March 16, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to allow the Company to extend the Combination Period up to an additional 12 times for one month each time from the Current Termination Date until the Amended Termination Date, by depositing $75,000 into the trust account (the “Trust Account”) maintained by Continental under the Trust Agreement for each one month extension.
Voting Results for Proposal No. 2:
| FOR |
AGAISNT |
ABSTAIN | ||
| 4,596,534 | 743,459 | 0 |
Proposal No. 3 – The Adjournment Proposal
A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes for, or otherwise in connection with, the approval of either of the foregoing proposals.
Voting Results for Proposal No. 3:
| FOR |
AGAISNT |
ABSTAIN | ||
| 4,820,730 | 519,263 | 0 |
Redemptions
Stockholders holding 2,752,307 Public Shares, representing approximately 50.8% of the Public Shares outstanding, exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation of Four Leaf Acquisition Corporation. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated as of March 16, 2023, by and between Four Leaf Acquisition Corporation and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Four Leaf Acquisition Corporation | ||
| By: | /s/ Angel Orrantia | |
| Name: | Angel Orrantia | |
| Title: | Chief Executive Officer | |
Dated: June 21, 2024