EX-99.1 3 ex99-1.htm EX-99.1 Exhibit 99.1 Four Leaf Acquisition Corporation and Data443 Risk Mitigation, Inc. Advance Definitive Business Combination and Path to a Market Listing Combined Company to execute on AI-Driven Threat Intelligence, Collaboration and Data Security Platforms RESEARCH TRIANGLE PARK, N.C., September 2, 2026 - Four Leaf Acquisition Corporation (“Four Leaf” or “FORL”) (OTC: FORL, FORLW, FORLU), a special purpose acquisition company incorporated in Delaware, and Data443 Risk Mitigation, Inc. (OTCPK: ATDS) (“Data443” or the “Company”), a data security and privacy software company for “All Things Data Security,” today provided an update on the definitive Business Combination Agreement (the “Business Combination Agreement”), dated as of August 27, 2026, among Four Leaf, FORL Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Four Leaf, and Data443. The parties are proceeding with preparation of a registration statement on Form S-4 and, upon consummation of the transactions contemplated by the Business Combination Agreement, intend for the combined company to be listed on the Nasdaq Stock Market pending approvals. Completion of the transac…
Open exhibit ↗Current Report · Items 1.01, 7.01, 9.01 · 8-K
DATA443 RISK MITIGATION INC
ATDSOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On August 27, 2026, Data443 Risk Mitigation, Inc., a Nevada corporation (“Data443” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Four Leaf Acquisition Corporation, a Delaware corporation (“Parent”), and FORL Merger Sub, Inc., a Nevada corporation and…
Company context
Current securities
Historical securities (9)
ATDSOTC · EQUITY · Historical · closed Jul 1, 2021ATDSOTC · EQUITY · Historical · closed Mar 8, 2022ATDSOTC · EQUITY · Historical · closed Sep 20, 2023ATDSOTC · EQUITY · Historical · closed Jul 1, 2021ATDSDOTC · EQUITY · Historical · closed Jul 30, 2021ATDSDOTC · EQUITY · Historical · closed Apr 11, 2022ATDSDOTC · EQUITY · Historical · closed Oct 24, 2023LDSROTC · EQUITY · Historical · closed Oct 29, 2019LDSRDOTC · EQUITY · Historical · closed Nov 25, 2019
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
Business
Combination Agreement
On
August 27, 2026, Data443 Risk Mitigation, Inc., a Nevada corporation (“Data443” or the “Company”), entered into
a Business Combination Agreement (the “Business Combination Agreement”) with Four Leaf Acquisition Corporation, a Delaware
corporation (“Parent”), and FORL Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger
Sub”).
The
following description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference
to the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Business Combination
Agreement.
The
Mergers
Pursuant
to the Business Combination Agreement, prior to the effective time of the Parent Merger (as defined below), Parent will incorporate a
new Nevada corporation (“NewCo”) as a direct wholly-owned subsidiary of Parent. Following such incorporation, Parent will
merge with and into NewCo, with NewCo surviving such merger (the “Parent Merger”). At the effective time of the Parent Merger,
each outstanding share of Parent common stock will be converted into one share of NewCo common stock, and each outstanding Parent warrant
and right will become a corresponding security of NewCo.
Immediately
following the Parent Merger, Merger Sub will merge with and into Data443, with Data443 surviving such merger (the “Merger,”
and together with the Parent Merger, the “Mergers”) as a wholly-owned subsidiary of NewCo. Upon consummation of the Merger,
the separate existence of Merger Sub will cease and Data443 will continue as the surviving corporation. NewCo is expected to apply for
listing of its common stock on The Nasdaq Stock Market in connection with the transactions contemplated by the Business Combination Agreement
(the “Transactions”).
Prior
to the effective time of the Merger (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 the terms of Data443’s governing documents.
At the Effective Time, each share of Data443 common stock outstanding immediately prior to the Effective Time (other than dissenting
shares, treasury shares and shares held by Data443) will be converted into the right to receive shares of NewCo common stock as described
below.
Merger
Consideration
The
aggregate merger consideration to be issued in connection with the Merger (the “Aggregate Merger Consideration”) will be
determined based on the equity value of Data443 and a reference value of $10.00 per share of NewCo common stock. The Aggregate Merger
Consideration will be equal to the number of shares of NewCo common stock determined by dividing the equity value of Data443 by $10.00.
In
addition, prior to the Effective Time, Data443 will consummate the conversion of not less than $10.0 million of its outstanding indebtedness
into shares of Data443 common stock pursuant to conversion and exchange agreements with the holders thereof (the “Debt Conversion”).
The shares of Data443 common stock issued in the Debt Conversion will participate in the Merger on the same basis as the other outstanding
shares of Data443 common stock. If the aggregate amount of indebtedness converted in the Debt Conversion is less than $10.0 million,
the Base Value will be reduced dollar-for-dollar by the amount of the shortfall.
At
the Closing, NewCo will deposit with Continental Stock Transfer & Trust Company, as escrow agent, shares of NewCo common stock equal
to 2% of the aggregate NewCo common stock otherwise issuable to Data443 stockholders as merger consideration (the “Indemnity Escrow
Shares”), to be held and released in accordance with the Business Combination Agreement and the escrow agreement to be entered
into at the Closing.
Conditions
to Closing
The
obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver of customary and certain transaction-specific
closing conditions, including, among other things: (i) the effectiveness of a registration statement on Form S-4 to be filed by NewCo
and Parent; (ii) the approval of the Transactions by Parent’s stockholders, including approval by holders of a majority of the
shares held by Parent stockholders unaffiliated with Parent’s sponsor and Mr. Jason Remillard; (iii) the approval of the Business
Combination Agreement by Data443’s stockholders by written consent; (iv) the consummation of the Debt Conversion in respect of
not less than $10.0 million of Data443 indebtedness; (v) the effectiveness of the Parent Merger and NewCo’s joinder to the Business
Combination Agreement; (vi) approval of NewCo’s common stock for listing on Nasdaq; and (vii) the absence of any legal restraint
prohibiting the Transactions. [NTD: conform clauses (ii) and (vi) to the Business Combination Agreement as executed.]
Representations,
Warranties and Covenants
The
Business Combination Agreement contains customary representations, warranties and covenants of the parties, including covenants regarding
the operation of the parties’ respective businesses in the ordinary course prior to the Closing, exclusivity, the preparation and
filing of the Form S-4 and other required filings, and efforts to satisfy the conditions to Closing. The representations and warranties
generally do not survive the Closing, except as expressly provided in the Business Combination Agreement, which provides for a 2% indemnity
escrow as described above.
Support
Agreement
Concurrently
with the execution of the Business Combination Agreement, certain stockholders of Data443, including Data443’s directors and officers
who hold Data443 stock and certain stockholders beneficially owning more than 5% of Data443’s outstanding stock (including Mr.
Jason Remillard), entered into (or will enter into) transaction support agreements with Parent, pursuant to which such stockholders agreed,
among other things, to support and vote (or act by written consent) in favor of the Transactions and against alternative transactions.
The form of Support Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Employment
Agreement
At
or prior to the Closing, Parent (or NewCo) and Mr. Jason Remillard, Data443’s founder, Chief Executive Officer and President, will
enter into an employment agreement pursuant to which Mr. Remillard will serve as Chief Executive Officer and President of the post-combination
company for a minimum term of three years following the Closing.
Certain
Relationships
Mr.
Jason Remillard, Data443’s founder, Chief Executive Officer, President, sole director and controlling stockholder, also serves
as Chairman and Chief Executive Officer of Parent and controls Remcan Holdings LLC, which acquired a controlling membership interest
in Parent’s sponsor, ALWA Sponsor, LLC, on August 2, 2026. The Business Combination Agreement and the Transactions were negotiated
and approved on behalf of Parent by a special committee of Parent’s independent directors, which received an independent third-party
valuation of Data443 and a fairness analysis from an independent financial advisory firm, and the Transactions are subject to the approval
of Parent stockholders unaffiliated with Parent’s sponsor and Mr. Remillard, as described above. Data443’s entry into the
Business Combination Agreement was approved by its board of directors. [NTD: conform this paragraph to the final governance record, including
the special committee resolutions and the fairness opinion as delivered.]
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
September 2, 2026, Data443 and Parent issued a joint press release announcing the execution of the Business Combination Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to the proposed business combination among Parent, NewCo, Merger Sub and Data443. In connection with
the Transactions, NewCo and Parent intend to file with the SEC a registration statement on Form S-4 (the “Registration Statement”),
which will include a proxy statement of Parent and a prospectus of NewCo. The definitive proxy statement/prospectus will be sent to all
Parent stockholders as of a record date to be established. Before making any voting or investment decision, investors and security holders
are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or to be filed with
the SEC in connection with the Transactions, and any amendments or supplements thereto, because they will contain important information
about the Transactions and the parties thereto.
Investors
and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Parent, NewCo and Data443 through the website maintained by the SEC at www.sec.gov.
The documents filed by Data443 with the SEC also may be obtained free of charge upon written request to Data443 Risk Mitigation, Inc.,
101 J Morris Commons Lane, Suite 105, Morrisville, North Carolina 27560.
Participants
in the Solicitation
Parent,
NewCo, Data443 and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Parent’s stockholders in connection with the Transactions. Information regarding Data443’s directors and executive officers
is set forth in Data443’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC. Additional
information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Parent’s stockholders,
including a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus
when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraphs.