EX-99.1 4 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
Four Leaf Acquisition Corporation
FORLOTCEQUITYCurrent
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, Four Leaf Acquisition Corporation, a Delaware corporation (“ Parent ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with FORL Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), and Data443 Risk Mitigation, I…
Company context
Current securities
Recent company filings
- 4 filingJul 24, 2026
- Entry into a Material Definitive Agreement · Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security HoldersJul 23, 2026
- Termination of a Material Definitive Agreement · Other EventsJul 17, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other EventsJul 7, 2026
- DEF 14A filingJun 12, 2026
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, Four Leaf Acquisition Corporation, a Delaware corporation (“ Parent ”), entered into a Business Combination
Agreement (the “ Business Combination Agreement ”) with FORL Merger Sub, Inc., a Nevada corporation and wholly-owned
subsidiary of Parent (“ Merger Sub ”), and Data443 Risk Mitigation, Inc., a Nevada corporation (“ Data443 ”).
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
Merger
Pursuant
to the Business Combination Agreement, prior to the effective time of the Parent Merger (as define 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 share of Parent common stock outstanding immediately prior to the Parent Merger will be converted into one share
of NewCo common stock, and each outstanding Parent warrant will become a warrant to purchase NewCo common stock.
Immediately
following the Parent Merger, Merger Sub will merge with and into Data443, with Data443 surviving such merger (the “ Merger ”)
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.
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 Stock outstanding immediately prior to the Effective Time, other than
shares held by Data443, Parent or their respective subsidiaries and dissenting shares, will be converted into the right to receive shares
of NewCo common stock in accordance with the terms of the Business Combination Agreement.
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. 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, rounded down to
the nearest whole share (which shall not exceed a maximum of 60,000,000 shares of NewCo common stock), subject to the other
adjustments and contingent consideration provisions set forth in the Business Combination Agreement.
In
addition, prior to the Effective Time, Data443 will consummate a conversion of not less than $10.0 million of its outstanding indebtedness
into shares of Data443 common stock. The conversion will be effectuated pursuant to debt conversion agreements (the “Debt Conversion
Agreements”) to be entered into with Data443’s creditors. Forms of the Debt Conversion Agreements will be filed as an exhibit
to the Registration Statement on Form S-4 to be filed with the SEC in connection with the Transactions. The shares issued
in such debt conversion will participate in the Merger on the same basis as the other outstanding shares of Data443 common stock.
Financial
Services Agreement. Prior to the Closing, Data443 will enter into a financial services agreement (the “Financial Services Agreement”)
pursuant to which 3,000,000 shares of Class B Preferred Stock of NewCo will be issued to the Chief Executive Officer of Data443 or his
designee. The form of the Financial Services Agreement will be filed as an exhibit to the Registration Statement on Form S-4.
PIPE
Investment. In connection with the Transactions, Parent expects to receive a committed $10,000,000 convertible investment pursuant to
a PIPE investment commitment letter (the “PIPE Commitment Letter”) to be entered into with the investor prior to the Effective
Time, which investment is expected to convert into shares of NewCo common stock at the Closing. The form of the PIPE Commitment Letter
will be filed as an exhibit to the Registration Statement on Form S-4.
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 amount of NewCo common stock otherwise issuable to the Data443 stockholders as merger consideration (the “ Indemnity
Escrow Shares ”). The Indemnity Escrow Shares will be held in an escrow account and released in accordance with the Business
Combination Agreement and the escrow agreements.
Conditions
to Closing
The
obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement (the “ Transactions ”)
are subject to the satisfaction or waiver of customary closing conditions, including, among other things, the receipt of required governmental
and stockholder approvals, the effectiveness of the registration statement on Form S-4, the absence of any legal restraint prohibiting
the consummation of the Transactions, accuracy of the other party’s representations and warranties and the performance by the other
party of its covenants and agreements under the Business Combination Agreement.
Representations
and Warranties
The
Business Combination Agreement contains customary representations and warranties of Data443 relating to, among other things, organization
and qualification; capitalization; authority; financial statements; absence of certain changes; undisclosed liabilities; compliance with
applicable laws; material contracts; tax matters; employee and benefit matters; intellectual property; privacy and data security; litigation;
and brokers.
The
Business Combination Agreement also contains customary representations and warranties of Parent and Merger Sub relating to, among other
things, organization and qualification; authority; capitalization; SEC filings; financial statements; the Trust Account; compliance with
applicable laws; absence of certain changes; litigation; business activities; and brokers.
The
representations and warranties contained in the Business Combination Agreement generally do not survive the Closing.
2
Covenants
The
Merger Agreement includes customary covenants of the Parties with respect to efforts to satisfy conditions to the consummation of the
Transactions. The covenants under the Merger Agreement include, among other things, the operation of the Parties’ respective businesses
in the ordinary course, the preparation and filing of required SEC and other regulatory filings, obtaining required governmental and
stockholder approvals, the listing of NewCo Common Stock on Nasdaq, the preparation and delivery of required financial statements and
other information, and other customary covenants relating to the consummation of the Transactions.
Support
Agreement
Certain
stockholders of Data443, including certain directors and officers of Data443 and certain stockholders beneficially owning more than 5%
of Data443, will enter into support agreements with Parent. Pursuant to such agreements, the applicable stockholders will agree, among
other things, to support and vote in favor of the Transactions and to take certain other actions in support of the Transactions.
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 a proposed business combination among Parent, Data443, NewCo and Merger Sub. This Current Report
on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In connection with the Transactions, Parent and NewCo will file a registration
statement on Form S-4 (as may be amended from time to time, the “ Registration Statement ”) that will include
a proxy statement of Parent and a prospectus relating to the registration of the shares of NewCo common stock to be issued in connection
with the Transactions. After the Registration Statement is declared effective, Parent will mail a definitive proxy statement/prospectus
and other relevant documents to its stockholders as of the record date to be established for voting on the proposed Transactions and
the other matters to be described in such proxy statement/prospectus. Parent and NewCo will also file other documents regarding the proposed
Transactions with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF PARENT ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
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 and NewCo through the website maintained by the SEC at www.sec.gov.
The documents filed by Parent with the SEC also may be obtained free of charge upon written request to Four Leaf Acquisition Corporation.
Participants
in Solicitation
Parent,
Data443, NewCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Parent stockholders in connection with the proposed Transactions. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Parent’s stockholders in connection with the proposed Transactions will be set forth
in the proxy statement/prospectus included in the Registration Statement. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes
available. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated
above.