Data443 Takes a SPAC Route to Nasdaq—but the Listing Is Not Assured

Data443 Risk Mitigation and Four Leaf Acquisition Corporation used a joint release filed on September 2, 2026 to outline progress under their definitive business-combination agreement dated August 27. They are preparing a Form S-4 and intend to seek a Nasdaq listing for the combined company if the transaction closes and the required approvals are obtained.

That is a proposed route to Nasdaq, not a completed listing. An independent MarketScreener transaction report identifies the agreement and lists an effective S-4, Four Leaf shareholder approval, Nasdaq approval and the satisfaction or waiver of other closing conditions as prerequisites.

How the proposed combination would work

The transaction uses a newly incorporated Nevada holding company referred to as NewCo. Four Leaf would first merge into NewCo, converting its outstanding shares and warrants into corresponding NewCo securities. A Four Leaf merger subsidiary would then merge into Data443, with Data443 surviving as a wholly owned subsidiary of NewCo.

The filed August 27 agreement sets a $100 million base value for Data443’s stock consideration, uses a $10 reference price, requires at least $10 million of specified Data443 debt to convert into equity before closing and reserves 15% of post-closing common shares for an incentive plan. These are contractual inputs and potential securities issuances, not a forecast of NewCo’s market price or an assurance of investor returns.

NewCo, rather than the existing Data443 corporation, is intended to become the public holding company. Its common stock must qualify for Nasdaq; signing the merger agreement does not satisfy the exchange’s listing standards.

The closing checklist still has five major steps

1. File and clear the Form S-4. The registration statement is expected to contain Four Leaf’s proxy statement and a prospectus for the securities issued in the transaction. It must become effective before the parties can complete the combination.
2. Obtain shareholder authorization. Four Leaf must convene a shareholder meeting covering the business combination, the related share issuance and other transaction proposals. Data443 must provide the shareholder consent required by the agreement.
3. Complete the pre-closing reorganization. NewCo must be formed and join the agreement, the required Data443 debt conversion must occur, and the first-stage merger placing Four Leaf under NewCo must take effect.
4. Secure Nasdaq approval. NewCo must meet the exchange’s applicable initial-listing requirements, and its common stock must be approved for listing. SEC effectiveness and shareholder approval do not substitute for this decision.
5. Satisfy the remaining conditions. Regulatory requirements, representations, covenants and the absence of a legal restraint all remain relevant. Conditions may be waived only where the agreement and applicable law permit.

Failure at any one of these stages can stop or delay the transaction. The agreement also contains termination rights, including if the required shareholder approvals are not obtained or the other contractual deadlines and conditions are not met.

Redemptions and financing can change the economics

A successful vote would not establish how much cash reaches the combined company. Four Leaf’s public shareholders may elect to redeem their shares around the transaction vote, reducing the cash remaining in its trust account even when enough non-redeeming shareholders support the deal.

The agreement allows for possible private-placement, bridge or operating financing, but the materials reviewed do not establish a completed PIPE commitment or a final amount of cash available at closing. The eventual funding position will depend on redemptions, transaction expenses and any financing that is actually committed and completed.

Dilution is a separate risk. Equity issued through the required debt conversion will participate in the transaction, Four Leaf warrants would become NewCo warrants, and the planned incentive pool would create capacity for additional awards. The agreement also provides for contingent common shares linked to the use of pre-closing tax losses and Class B preferred shares for Jason Remillard or his designee that may convert into common stock.

Not every authorized or contingent share will necessarily enter the public float at closing. Even so, the headline base value cannot reveal an investor’s eventual ownership percentage by itself. The S-4’s capitalization tables, redemption scenarios and financing disclosures will be needed to assess ownership and dilution on a comparable basis.

Data443’s current business is separate from the merger ambitions

Data443 is an existing software operator rather than a business that would first be created by the combination. Its portfolio covers data classification and discovery, privacy and compliance, threat detection, data disposition, distributed-ledger validation infrastructure and AI security and collaboration products.

The proposed transaction would change the corporate and market structure around those operations. Plans to deepen investment in AI-driven threat intelligence, collaboration and data protection, improve access to capital or pursue acquisitions are post-closing objectives. They are not operating results already produced by the merger agreement.

That distinction matters because execution depends on both completion and funding. A Nasdaq listing could provide a different capital-markets platform, but it would not itself guarantee financing, acquisitions, product expansion or improved financial performance.

The S-4 will provide the next substantive test

The Form S-4 should supply the information investors still lack: audited and pro forma financial statements, detailed risk factors, voting materials, post-transaction ownership tables and redemption assumptions. Amendments may also disclose financing agreements reached while the SEC review is under way.

The present status is therefore limited but clear. Data443 and Four Leaf have signed a definitive agreement and begun the registration process for a proposed combination, while shareholder authorization, debt conversion, Nasdaq approval, financing outcomes and the closing itself remain unresolved. Until those milestones are completed, neither the merger nor the Nasdaq listing is assured.

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