お知らせ • 17h
Xiaoyu Dida Interconnect International Limited cancelled the acquisition of Four Leaf Acquisition Corporation (NasdaqCM:FORL) from ALWA Sponsor LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X), a fund managed by Calamos Advisors LLC, Cowen and Company, LLC, Wolverine Asset Management, LLC and others in a reverse merger transaction.
Xiaoyu Dida Interconnect International Limited entered into an agreement and plan of merger to acquire Four Leaf Acquisition Corporation (NasdaqCM:FORL) from ALWA Sponsor LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X), a fund managed by Calamos Advisors LLC, Cowen and Company, LLC, Wolverine Asset Management, LLC and others in a reverse merger transaction on December 17, 2024. Immediately after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Four Leaf Class A Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Four Leaf Class A Common Stock held by Four Leaf as treasury stock and any shares of Four Leaf Class A Common Stock subject to redemption (the “ Four Leaf Redeeming Shares ”)) shall automatically be cancelled in exchange for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $0.00005 per share, of Xiaoyu Dida (the “ Xiaoyu Dida Class A Ordinary Shares ”) (the “ Merger Consideration ”). Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub 1, will be merged with and into Four Leaf (“ Merger 1 ”), with Four Leaf being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida.
Four Leaf appointed Mr. Bala Padmakumar, the current Chairman of the Board, as interim Chief Executive Officer until Four Leaf appoints a permanent new Chief Executive Officer.
The consummation of the Closing is conditioned upon, among other things: (i) receipt of Four Leaf stockholder approval and Xiaoyu Dida shareholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other applicable anti-trust Laws; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement), shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act of 1933, as amended (the “ Securities Act ”); (vi) Four Leaf having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)); (vii) the common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been conditionally approved for listing on Nasdaq, subject to official notice of issuance. The board of of directors of Four Leaf has unanimously approved the transaction. The board of director of Xiaoyu Dida approved the transaction.
Alan Bao of White & Case LLP acted as legal advisor to Xiaoyu Dida Interconnect. David Cheng and David R. Brown of Nixon Peabody LLP acted as legal advisors to Four Leaf Acquisition. Continental Stock Transfer & Trust Company acted as transfer agent to Four Leaf Acquisition Corporation. Okapi Partners, LLC acted as information agent for Four Leaf Acquisition Corporation and will receive a fee of $20,000.
Xiaoyu Dida Interconnect International Limited cancelled the acquisition of Four Leaf Acquisition Corporation (NasdaqCM:FORL) from ALWA Sponsor LLC, Calamos Investment Trust - Calamos Market Neutral Income Fund (MutualFund:CVSI.X), a fund managed by Calamos Advisors LLC, Cowen and Company, LLC, Wolverine Asset Management, LLC and others in a reverse merger transaction on July 15, 2026. The termination was effected to permit Four Leaf to pursue the proposed business combination with Data443 Risk Mitigation, Inc. Four Leaf is not obligated to pay any termination fee or any other amount to XYDD as a result of the termination. In connection with the termination of the transaction, Data443 Risk Mitigation and Xiaoyu Dida entered into a Compensation Agreement on June 25, 2026, pursuant to which Data443 agreed to issue XYDD a $2 million promissory note as compensation, on behalf of Four Leaf, for the termination of the business combination agreement.