UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 21, 2025
Four Leaf Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-41646 | 88-1178935 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4546 El Camino Real B10 #715,
Los Altos, California 94022
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 720-5626
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On August 21, 2025, Four Leaf Acquisition Corporation. (“FORL” or the “Company”) received a notice (the “Notice”) from the staff of the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had failed to file its Quarterly Report on Form 10-Q for the year ended June 30, 2025 (the “Form 10-Q”). Nasdaq previously issued notices regarding the Company’s non-compliance with Nasdaq’s listing rules as basis for delisting, and the Company requested an appeal of this determination, and was granted an extension. This Notice serves as additional basis for delisting the Company’s securities from Nasdaq.
On August 27, 2025, the Company filed its Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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/ Bala Padmakumar | |
| Name: | Bala Padmakumar | |
| Title: | Chief Executive Officer | |
Dated: August 27, 2025
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Exhibit 99.1
FOUR LEAF ACQUISITION CORPORATION ANNOUNCES RECEIPT OF NASDAQ DELISTING DETERMINATIONS
LOS ALTOS, C.A., August 27, 2025 – On August 21, 2025, Four Leaf Acquisition Corporation. (“FORL” or the “Company”) received a notice (the “Notice”) from the staff of the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had failed to file its Quarterly Report on Form 10-Q for the year ended June 30, 2025 (the “Form 10-Q”). Nasdaq previously issued notices regarding the Company’s non-compliance with Nasdaq’s listing rules as basis for delisting, and the Company requested an appeal of this determination, and was granted an extension. This Notice serves as additional basis for delisting the Company’s securities from Nasdaq.
On August 27, 2025, the Company filed its Form 10-Q.
About Four Leaf Acquisition Corporation
Four Leaf Acquisition Corporation is a blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Four Leaf Acquisition Corporation believes that there are many target companies that could become attractive public companies and is seeking a target in the Internet of Things “IoT” market. Four Leaf Acquisition Corporation is led by Bala Padmakumar, Chairman and Interim Chief Executive Officer, Coco Kou, Chief Financial Officer, and Robert de Neve, Chief Strategy Officer.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “aims”, “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Four Leaf Acquisition Corporation (the “Company” or “we”) disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, including risks and uncertainties described in the “Risk Factors” section of our Registration Statement on Form S-1 filed with the SEC on March 16, 2023, as amended, and other documents that we file from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The Company can give no assurances that the Company will achieve its expectations.
Company Contact:
Bala Madmakumar
Interim Chief Executive Officer
Four Leaf Acquisition Corporation
Email: bala@fourleaf.investments