四叶收购有限公司-A 2025年季度报告

FORM 10-Q ☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from __________ to __________ Four Leaf Acquisition Corporation(Exact name of registrant as specified in its charter) Delaware001-4164688-1178935(State or other jurisdiction of(Commission(I.R.S. Employer (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (650) 720-5626 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ As of January 14, 2025, 2,722,903 shares of Class A common stock, par value $0.0001 per share, and 1,355,250shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively. Table of Contents PAGEPART I. FINANCIAL INFORMATIONItem 1.Unaudited Condensed Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures About Market Risk36Item 4.Controls and Procedures37 FOUR LEAF ACQUISITION CORPORATIONCONDENSED BALANCE SHEETS LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION,AND STOCKHOLDERS’ DEFICIT Current liabilitiesAccrued offering costs24,99997,440Accounts payable and accrued expenses403,217402,663Due to related party152,18062,180Convertible note - related party1,800,100272,000Deferred credit - operating expenses funded by potential target191,250191,250Excise tax liability301,944-Income taxes payable273,755443,990Total current liabilities3,147,4451,469,523Deferred underwriting fee payable1,897,3501,897,350Total liabilities5,044,7953,366,873 Class A common stock subject to possible redemption, $0.0001 par value; 26,000,000shares authorized; 2,668,693 shares at $11.07 redemption value shares issued andoutstanding as of September 30, 2024 and 5,421,000 shares at $10.34 redemptionvalue shares issued and outstanding as of December 31, 202329,538,30356,067,420 The accompanying notes are an integral part of these unaudited condensed financial statements. The accompanying notes are an integral part of these unaudited condensed financial statements. Four Leaf Acquisition CorporationCondensed Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’Equity (Deficit)For the Three and Nine Months Ended September 30, 2024 and 2023(Unaudited) The accompanying notes are an integral part of these unaudited condensed financial statements. Four Leaf Acquisition CorporationCondensed Statements of Cash Flows(Unaudited) FOUR LEAF ACQUISITION CORPORATIONNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Operations Four Leaf Acquisition Corporation (the “Company”) is a blank check company that was incorporated as a Delawarecorporation on March 3, 2022 and formed for the purpose of effecting a merger, capital stock exchange, assetacquisition, stock purchase, reorganization or similar business combination with one or more businesses. OnDecember 17, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) withXiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company (“Xiaoyu Dida”), commonlyknown as Smart Station. As of Sep