Business Description

Overview We are a blank check company incorporated in Delaware on March 3, 2022, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” “our Company” “Four Leaf” or “FORL” refer to Four Leaf Acquisition Corporation, a Delaware corporation. Our sponsor is ALWA Sponsor, LLC (our “Sponsor”), a Delaware limited liability company. In May 2022, our Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of Class B common stock, par value $0.0001 (the “Class B common stock” or “Founder Shares”). On May 10, 2022, our Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in our Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26, 2022, our Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the Company’s Board of Directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s Board of Directors through the closing of such initial business combination. The registration statement for the initial public offering (“Initial Public Offering”) was declared effective on March 16, 2023. On March 16, 2023, we consummated the Initial Public Offering of 5,200,000 units (the “Units”). Each Unit sold in the Initial Public Offering consists of one share of Class A common stock, $0.0001 par value per share (“Class A common stock”), and one redeemable warrant exercisable into one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $54,210,000, and incurring offering costs (including the partial exercise of the underwriter’s over-allotment option on March 17, 2023) of approximately $4.0 million, consisting of approximately $0.8 million of underwriting commissions, approximately $1.9 million of deferred underwriting commissions that will be paid solely in the event that we complete a business combination, approximately $0.3 million representing the fair value of the 54,210 shares of Class A common stock for issued to the underwriter of the Initial Public Offering (the “Representative Shares”), and approximately $1.0 million of other offering costs. Concurrent with the consummation of the Initial Public Offering, on March 16, 2023, our Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in our Sponsor and directors holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000 was subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023. On March 17, 2023, the underwriters partially exercised their over-allotment option and purchased 221,000 additional Units. Upon the partial exercise their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over-allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in our Sponsor and directors holding an aggregate of 1,355,250 Founder Shares. Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 3,576,900 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), which were purchased by our Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of approximately $3.58 million. Upon the closing of the Initial Public Offering and the Private Placement (including the additional Units sold in connection with the partial exercise of the underwriter’s over-allotment option), $55,836,300 ($10.30 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed into the trust account (the “Trust Account”).…