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November 17, 2022
Angel Orrantia
Chief Executive Officer
Four Leaf Acquisition Corp
4546 El Camino Real B10 #715
Los Altos, California 94022
Re:Four Leaf Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed November 8, 2022
File No. 333-267399
Dear Angel Orrantia:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022, letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your response to comment 1 of our letter indicating that you sponsor is controlled
by a Chinese national who spends significant time in China.  We further note that you may
intend to invest in an entity in China.  Please disclose this prominently on the prospectus
cover page.  Also provide prominent disclosure about the legal and operational risks
associated with being based in or acquiring a company that does business in China.  Your
disclosure should make clear whether these risks could result in a material change in your
or the target company’s post-combination operations and/or the value of your shares or
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be

 FirstName LastNameAngel Orrantia
 Comapany NameFour Leaf Acquisition Corp
 November 17, 2022 Page 2
 FirstName LastNameAngel Orrantia
Four Leaf Acquisition Corp
November 17, 2022
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worthless.  Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to data security or anti-monopoly concerns,
has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.  Please disclose whether your
auditor is subject to the determinations announced by the PCAOB on December 16, 2021
and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company or possibly your target company.  Your prospectus
summary should address, but not necessarily be limited to, the risks highlighted on the
prospectus cover page.  Further, acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
2.Given the risks of doing business in the PRC, please revise the cover page to disclose that
your sponsor being controlled by a Chinese national may make you a less attractive
partner to a non-China based target company than a non-China or non-Hong Kong based
SPAC.  Please disclose that this may therefore limit the pool of acquisition candidates and
make it more likely for you to consummate a business combination in the PRC.  Please
also state that your ties to China or Hong Kong may make it harder for you to complete an
initial business combination with a non-China based target company.  Specifically, discuss
the impact this could have upon your search for an initial business combination.  Further,
please revise your prospectus summary and the bullet point risk factors to address these
points.
Summary, page 1
3.Disclose each permission or approval that you are required to obtain from Chinese
authorities to operate and to offer the securities being registered to foreign investors. State
whether you are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve operations, and state affirmatively
whether you have received all requisite permissions or approvals and whether any
permissions or approvals have been denied.  Please also describe the consequences to you
and your investors if you: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
4.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate the auditor of a company you may target for an initial business combination,
and that as a result an exchange may determine to delist your securities.  As appropriate,
please disclose that on August 26, 2022, the PCAOB signed a Statement of Protocol with

 FirstName LastNameAngel Orrantia
 Comapany NameFour Leaf Acquisition Corp
 November 17, 2022 Page 3
 FirstName LastNameAngel Orrantia
Four Leaf Acquisition Corp
November 17, 2022
Page 3
the China Securities Regulatory Commission and the Ministry of Finance of the PRC to
allow the PCAOB to inspect and investigate completely registered public accounting firms
headquartered in China and Hong Kong, consistent with the HFCAA, and that the
PCAOB will be required to reassess its determinations by the end of 2022.  Please add risk
factor disclosure and also disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Considerations Relative to the People's Republic of China, page 8
5.Please revise to address that the Chinese government may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Risk Factors, page 36
6.Please revise to provide risk factor disclosure about the Holding Foreign Companies
Accountable Act.  Please also address and disclose that the United States Senate has
passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,
would decrease the number of “non-inspection years” from three years to two years, and
thus, would reduce the time before your securities may be prohibited from trading or
delisted.  Also address that the Commission adopted rules to implement the HFCAA and
that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission
of its determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.  Finally, address and disclose that on
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities
Regulatory Commission and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate completely registered public accounting firms headquartered in
China and Hong Kong, consistent with the HFCAA, and that the PCAOB will be required
to reassess its determinations by the end of 2022.
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.

 FirstName LastNameAngel Orrantia
 Comapany NameFour Leaf Acquisition Corp
 November 17, 2022 Page 4
 FirstName LastName
Angel Orrantia
Four Leaf Acquisition Corp
November 17, 2022
Page 4
The Chinese government may seek to exercise significant oversight ..., page 51
8.Given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Enforceability of Civil Liabilities , page 154
9.Please move this section addressing the enforceability of civil liabilities to the forepart of
the prospectus.  Please revise your discussion to address the difficulty to effect service of
process on Mr. Wang and Ms. Kou given they reside in the PRC for a significant portion
of their time.  Also address that it will be more difficult to enforce liabilities and enforce
judgements on those individuals.  Revise to address more specifically the increased costs
and time constraints.  Finally, revise your risk factor section so it contains disclosures
which are consistent with the discussion in this section.
General
10.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.  Also address any impact PRC law or
regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
            You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David Brown, Esq.