Four Leaf Acquisition Corporation filed a Form 425 on November 6, 2026, disclosing the terms of a proposed business combination with Data443 Risk Mitigation, Inc. under a Business Combination Agreement dated August 27, 2026.

Key Highlights

  • Parties to the combination: Four Leaf Acquisition Corporation, its wholly-owned subsidiary FORL Merger Sub, Inc., and Data443 Risk Mitigation, Inc., a Nevada-based data risk mitigation company.
  • Merger consideration cap: According to the filing, the Aggregate Merger Consideration shall not exceed a maximum of 60,000,000 shares of NewCo common stock, based on a reference value of $10.00 per share.
  • Debt conversion requirement: Prior to closing, Data443 must convert not less than $10.0 million of its outstanding indebtedness into shares of Data443 common stock via Debt Conversion Agreements.
  • PIPE investment: The filing states Parent expects to receive a committed $10,000,000 convertible investment, expected to convert into shares of NewCo common stock at closing.
  • Financial Services Agreement: 3,000,000 shares of Class B Preferred Stock of NewCo are to be issued to the Chief Executive Officer of Data443 or his designee prior to closing.
  • Indemnity escrow: At closing, NewCo will deposit shares equal to 2% of the aggregate NewCo common stock otherwise issuable to Data443 stockholders into an escrow account held by Continental Stock Transfer and Trust Company.

Structure of the Proposed Four Leaf and Data443 Business Combination

According to the filing, the transaction is structured in two sequential steps. First, Four Leaf Acquisition Corporation will incorporate a new Nevada corporation ("NewCo") as a direct wholly-owned subsidiary, then merge with and into NewCo, with NewCo surviving. Each outstanding share of Four Leaf common stock will convert into one share of NewCo common stock, and each outstanding Four Leaf warrant will become a warrant to purchase NewCo common stock. Four Leaf's securities are listed on OTC Markets under the symbols FORL (Class A common stock), FORLU (units), and FORLW (warrants), with the Class A common stock carrying a par value of $0.0001 per share and each whole warrant exercisable at $11.50 per share.

Immediately following that parent merger, FORL Merger Sub, Inc. will merge with and into Data443 Risk Mitigation, Inc., with Data443 surviving as a wholly-owned subsidiary of NewCo. The filing notes that Data443 operates in the data risk mitigation sector. Prior to the effective time, each outstanding share of Data443 preferred stock that is convertible into Data443 common stock will be converted into Data443 common stock in accordance with Data443's governing documents. The Aggregate Merger Consideration will be determined by dividing the equity value of Data443 by $10.00 per share, rounded down to the nearest whole share, subject to adjustment and contingent consideration provisions described in the Business Combination Agreement.

Closing of the transactions is conditioned on customary requirements, including receipt of required governmental and stockholder approvals and the effectiveness of a registration statement on Form S-4 to be filed with the SEC in connection with the transactions, according to the filing.

What Was Disclosed

Four Leaf Acquisition Corporation filed a Form 425 on November 6, 2026, reproducing its September 2, 2026 Form 8-K and related website materials disclosing the Business Combination Agreement dated August 27, 2026, with Data443 Risk Mitigation, Inc., including merger structure, consideration terms, a $10,000,000 PIPE commitment, and a $10.0 million debt conversion requirement.