SEC Comment Letter 0000000000-24-006085 to Four Leaf Acquisition Corp (FORL, FORLU, FORLW) (CIK 0001936255) (FORL)
Four Leaf Acquisition Corp (FORL, FORLU, FORLW) (CIK 0001936255)
Date: May 24, 2024 · CIK: 0001936255 · Accession: 0000000000-24-006085
AI Filing Summary & Sentiment
File numbers found in text: 001-41646
Letter
United States securities and exchange commission logo May 24, 2024 Angel Orrantia Chief Executive Officer Four Leaf Acquisition Corporation 4546 El Camino Real B10 #715 Los Altos, CA 94022 Re:Four Leaf Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed May 20, 2024 File No. 001-41646 Dear Angel Orrantia: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
FirstName LastNameAngel Orrantia Comapany NameFour Leaf Acquisition Corporation May 24, 2024 Page 2 FirstName LastName Angel Orrantia Four Leaf Acquisition Corporation May 24, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Conrad Adkins, Esq.
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United States securities and exchange commission logo
May 24, 2024
Angel Orrantia
Chief Executive Officer
Four Leaf Acquisition Corporation
4546 El Camino Real B10 #715
Los Altos, CA 94022
Re:Four Leaf Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed May 20, 2024
File No. 001-41646
Dear Angel Orrantia:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose
the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
FirstName LastNameAngel Orrantia
Comapany NameFour Leaf Acquisition Corporation
May 24, 2024 Page 2
FirstName LastName
Angel Orrantia
Four Leaf Acquisition Corporation
May 24, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Conrad Adkins, Esq.