ATDS 8-K
Data443 Risk Mitigation, Inc. (ATDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 16, 2026, Data443 Risk Mitigation, Inc. (the “Company”) entered into a Compensation Agreement (the “Compensation Agreement”) with Guangzhou Xiaoyu DiDa Technology Co., Ltd (“XYDD”). The Compensation Agreement was entered into in connection with the termination of the previously announced business combination agreement between Four Leaf Acquisition Corporation (“FORL”) and XYDD, which termination was effected on June 3, 2026 to permit FORL to pursue a proposed business combination with the Company.
Pursuant to the Compensation Agreement, the Company agreed to issue to XYDD a promissory note in the principal amount of $2,000,000 (the “Note”) as compensation, on behalf of FORL, for the termination of the prior business combination agreement. The Note is payable in two installments: (i) $1,000,000 within 90 days following the Date of Deal Close (as defined in the Compensation Agreement) and (ii) $1,000,000 within 120 days following the Date of Deal Close, in each case without interest if paid when due. If any installment is not timely paid, the Note bears interest at 15% per annum on a simple interest basis from the original due date. The Note may be prepaid in full at any time prior to the date that is 12 months after the Date of Deal Close.
If the Note has not been fully repaid within 12 months after the Date of Deal Close, XYDD may, in its sole discretion, convert the outstanding amount (including any accrued interest) into ordinary shares of the combined public company (“PubCo”) at a conversion price equal to 80% of the 20-trading-day VWAP of PubCo’s shares preceding the conversion date, subject to (a) a conversion floor of 50% of the 20-day VWAP following the Date of Deal Close and (b) an aggregate cap of 19.99% of PubCo’s shares outstanding at the Date of Deal Close. Any unconverted amount remains payable in cash on demand. The Compensation Agreement also provides that 1,800,000 shares of PubCo will be allocated to S.SHUN Holdings Limited in connection with prior finder services. The Compensation Agreement is governed by Delaware law; disputes are resolved by arbitration under SIAC rules.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Compensation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On July 16, 2026, the Company became obligated under the Note described above, which has a principal amount of $2,000,000, is payable in two installments within 90 and 120 days, respectively, following the Date of Deal Close, and bears interest at 15% per annum upon default.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Description | |
| 10.1 | Compensation Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 20, 2026 | DATA443 RISK MITIGATION, INC. | |
| BY: | /S/ JASON REMILLARD | |
| Jason Remillard, | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 10.1
Compensation Agreement
July 16, 2026
The Parties
(1) Data443 Risk Mitigation Inc., a company incorporated under the laws of the United States, whose registered address is at 4000 Sancar Way, Suite 420, Research Triangle, NC 27709. (hereinafter “Data443” or “Borrower”);
And
(2) Guangzhou Xiaoyu DiDa Technology Co., Ltd or its affiliates, a company incorporated under the laws of the PRC (collectively, the , a company incorporated under the laws of the People’s Republic of China (the “XYDD”).
The Borrower and the XYDD are collectively referred to as the “Parties”, and each as a “Party”.
Background / Recitals
WHEREAS, FORL is currently pursuing a proposed business combination with Data443 Risk Mitigation Inc. (the “De-SPAC Transaction”);
WHEREAS, FORL had previously entered into a merger or business combination agreement with XYDD, which was terminated on July 16, 2026 in connection with the proposed De-SPAC Transaction;
WHEREAS, in order to facilitate such termination and the implementation of the De-SPAC Transaction, Data443 has agreed to pay a termination fee on behalf of FORL to XYDD;
WHEREAS, such termination fee was originally payable upon termination of the prior transaction; however, XYDD has agreed, as an accommodation to Data443, to defer such payment, and accordingly, such deferred amount shall be deemed to constitute a loan from XYDD to Data443 (the “Loan”);
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
| 1. | Compensation Acknowledgement |
In consideration of the foregoing, Data443 (or its affiliate) agrees to provide compensation to XYDD in connection with the termination of the prior transaction arrangement. As such compensation is not payable at the time of termination, Data443 shall issue to XYDD a promissory note in the principal amount of USD 2,000,000.
Such payment shall be made in two installments, as follows:
| (i) | USD 1.0 million, payable within ninety (90) days interest free period following the Date of Deal Close and | |
| (ii) | USD 1.0 million, payable within one hundred and twenty (120) days interest free period following the Date of Deal Close. |
| 2. | Default Interest |
In the event the Borrower fails to make any payment in accordance with the payment schedule set forth above, including, without limitation, (i) failure to pay USD 1,000,000 within ninety (90) days following the Date of Deal Close, or (ii) failure to pay the USD 1,000,000 within one hundred and twenty (120) days following the Date of Deal Close, the Loan shall bear interest at a rate of fifteen percent (15%) per annum (the “Default Interest Rate”).
Such interest shall accrue on the outstanding principal amount of the Loan from the date such payment was due and payable, calculated on a simple interest basis and accruing on a daily basis based on the actual number of days elapsed.
| 3. | Repayment |
The Borrower shall repay the full outstanding principal amount of USD 2,000,000, together with any accrued but unpaid interest (if applicable), at any time prior to the date falling twelve (12) months after the Date of Deal Close.
| 4. | Default and Conversion Mechanism |
If the Loan has not been fully repaid on or before the date falling twelve (12) months after the Date of Deal Close, then:
| 1. | the total amount outstanding and unpaid as of such date (including any remaining principal amount and accrued but unpaid interest, with interest calculated from the Interest Commencement Date through such date at a rate of 15% per annum (the “Default Amount”); and | |
| 2. | the XYDD shall have the right, at its sole discretion, to convert the Default Amount into ordinary shares of the combined public company (“PubCo”), at a conversion price equal to the lower of: |
o 80% of the volume-weighted average price (VWAP) of PubCo’s shares over the twenty (20) trading days immediately preceding the conversion date. Provided, however, that (a) in no event shall the conversion price be less than fifty percent (50%) of the volume-weighted average price (VWAP) of PubCo’s ordinary shares for the twenty (20) trading days immediately following the Date of Deal Close (the “Conversion Floor”), and (b) the aggregate number of ordinary shares issuable upon conversion of the Default Amount shall not exceed nineteen and ninety-nine hundredths percent (19.99%) of PubCo’s ordinary shares outstanding on the Date of Deal Close (the “Issuance Cap”). Any portion of the Default Amount that cannot be converted by reason of the Conversion Floor or the Issuance Cap shall remain payable by the Borrower in cash, on demand.
| 5. | Finder Fee Arrangement |
The Parties acknowledge that XYDD previously entered into a finder agreement with S.SHUN Holdings Limited (the “Finder”), pursuant to which the Finder would be entitled to receive 1,800,000 shares of the post-transaction public company upon consummation of the previously contemplated business combination between FORL and XYDD, and such arrangement was previously disclosed in connection with the previously proposed business combination between FORL and XYDD (as to which no registration statement was declared effective).
Following the termination of such prior transaction, the Finder has continued to assert claims against XYDD in respect of such finder compensation.
Accordingly, following the closing of the De-SPAC Transaction, the 1,800,000 shares referenced above shall continue to be allocated to the Finder in accordance with the finder arrangement described above.
| 6. | Governing Law and Dispute Resolution |
This agreement is governed by the laws of Delaware. Any disputes arising hereunder shall be resolved through arbitration in Singapore International Arbitration Centre (SIAC) under Delaware rules administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, with the seat of arbitration in Singapore.
| 7. | Term and Effectiveness |
This Agreement shall become effective upon execution by both Parties and shall remain in full force and effect until the earlier of:
| (i) | the full repayment of the Loan Amount (together with any accrued interest, if applicable); or | |
| (ii) | the occurrence of an event of default resulting in the full conversion of the Loan Amount (together with any accrued interest, if applicable) into equity in accordance with the terms of this Agreement. |
(Signature Page follows)
Data443 Risk Mitigation Inc. confirms acceptance of the terms and conditions of this Agreement with effect from the date of this letter.
Jason Remillard
Founder, CEO, President
________________________
Date: 2026/7/16
Guangzhou Xiaoyu DiDa Technology Co., Ltd or its affiliates
____________________
Name: ____________________
Title: ____________________
Date: 2026/7/16
APPENDIX
Definitions
“Date of Deal Close” includes the completion of all of the following matters: Business Combination Agreement, Transaction Closing Payment, SEC approval of S-4 filing, first day of trading on a major exchange.