ACAC / Acri Capital Acquisition Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Acri Capital Acquisition Corporation
US ˙ NasdaqCM ˙ US00501A1016
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1914023
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Acri Capital Acquisition Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 7, 2024 SC 13G/A

ACAC / Acri Capital Acquisition Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G/A(#3) Passive Investment

SC 13G/A 1 karpus-sch13g18886.htm KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G/A(#3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Acri Capital Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 00501A101 (CUSIP Number) October 31, 2024 (Date of Event

October 16, 2024 SC 13G/A

ACAC / Acri Capital Acquisition Corporation / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20037285sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acri Capital Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share. (Title of Class of Securities) 00501A101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Fil

September 26, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDERSECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDERSECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41415 ACRI CAPITAL ACQUISITION CORPORATION (Exact name of registrant as

September 13, 2024 EX-10.1

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

September 13, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, September 13, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination

September 13, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporati

August 27, 2024 EX-99.1

Acri Capital Acquisition Corporation and Foxx Development Inc. Announce Business Combination Approval by Acri Capital Acquisition Corporation stockholders

EX-99.1 2 ea021255801ex99-1acri.htm PRESS RELEASE Exhibit 99.1 Acri Capital Acquisition Corporation and Foxx Development Inc. Announce Business Combination Approval by Acri Capital Acquisition Corporation stockholders Austin, Texas, August 27, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, th

August 27, 2024 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 27, 2024 Date of Report (Date of earliest event reported) Acri Capital Acqui

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 27, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation)

August 27, 2024 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 27, 2024 Date of Report (Date of earliest event reported) Acri Capital Acqui

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 27, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation)

August 27, 2024 EX-99.1

Acri Capital Acquisition Corporation and Foxx Development Inc. Announce Business Combination Approval by Acri Capital Acquisition Corporation stockholders

Exhibit 99.1 Acri Capital Acquisition Corporation and Foxx Development Inc. Announce Business Combination Approval by Acri Capital Acquisition Corporation stockholders Austin, Texas, August 27, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, their previously announced business combination (the

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Capi

August 14, 2024 EX-10.6

Promissory Note, dated August 12, 2024, issued by Acri Capital Acquisition Corporation to Foxx Development Inc

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 29, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 23, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

July 29, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 12, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, July 12, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination from

July 12, 2024 EX-10.1

Promissory Note, dated July 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 12, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 11, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

June 12, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

June 12, 2024 EX-10.2

Promissory Note, dated June 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

June 12, 2024 EX-10.1

Promissory Note, dated June 11, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

June 12, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, June 12, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination from

June 3, 2024 8-K

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (C

June 3, 2024 EX-10.1

Amendment to Business Combination Agreement, dated as of May 31, 2024, by and among ACAC, the Registrant, Merger Sub and Foxx.

Exhibit 10.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to Business Combination Agreement (the “Amendment”), dated as of May 31, 2024, by and among, Acri Capital Acquisition Corporation, a Delaware corporation (the “Parent”), Acri Capital Merger Sub I Inc., a Delaware corporation formed to become a wholly-owned subsidiary of the Parent (the “Purchaser”), Acri Capital Merger Sub II

June 3, 2024 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisit

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (C

June 3, 2024 EX-10.1

Amendment to the Business Combination Agreement, dated May 31, 2024, by and between ACAC, Issuer, Merger Sub, and Foxx.

Exhibit 10.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment to Business Combination Agreement (the “Amendment”), dated as of May 31, 2024, by and among, Acri Capital Acquisition Corporation, a Delaware corporation (the “Parent”), Acri Capital Merger Sub I Inc., a Delaware corporation formed to become a wholly-owned subsidiary of the Parent (the “Purchaser”), Acri Capital Merger Sub II

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Cap

May 10, 2024 EX-10.1

Promissory Note, dated May 9, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

May 10, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (Co

May 10, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, May 10, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination from

April 10, 2024 EX-10.1

Amended and Restated Investment Management Trust Agreement, dated April 10, 2024, by and between the Company and Wilmington Trust, National Association

Exhibit 10.1 TRUST AMENDMENT April 10, 2024 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 10, 2024 by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specific

April 10, 2024 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

April 10, 2024 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

April 10, 2024 EX-10.1

Amended and Restated Investment Management Trust Agreement, dated April 10, 2024, by and between the Company and Wilmington Trust, National Association

Exhibit 10.1 TRUST AMENDMENT April 10, 2024 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 10, 2024 by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specific

April 10, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Confidential Submission of Draft Registration Statement on Form S-4 and Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Confidential Submission of Draft Registration Statement on Form S-4 and Extension of the Deadline for an Initial Business Combination Austin, Texas, April 10, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in relation to its previous

April 10, 2024 EX-10.2

Promissory Note, dated April 10, 2024

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

April 10, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Confidential Submission of Draft Registration Statement on Form S-4 and Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Confidential Submission of Draft Registration Statement on Form S-4 and Extension of the Deadline for an Initial Business Combination Austin, Texas, April 10, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in relation to its previous

April 10, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated April 10, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION April 10, 2024 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Acri Capital Acquisition Corporation”. The original certificate

April 10, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated April 10, 2024

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION April 10, 2024 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Acri Capital Acquisition Corporation”. The original certificate

April 10, 2024 EX-10.2

Promissory Note, dated April 10, 2024

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 22, 2024 EX-4.5

Description of Securities of the Registrant.

Exhibit 4.5 Description of the Securities of the Registrant Pursuant to the amended and restated certificate of incorporation of Acri Capital Acquisition Corporation (“Acri”, “our Company”, “the Company”, “we” or “us”), our authorized capital stock consists of 20,000,000 shares of Class A common stock, $0.0001 par value, 2,500,000 shares of Class B common stock, $0.0001 par value, and 500,000 shar

March 22, 2024 EX-97.1

Clawback Policy of the Registrant.

Exhibit 97.1 ACRI CAPITAL ACQUISITION CORPORATION CLAWBACK POLICY OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of Acri Capital Acquisition Corporation (the “Company”) has adopted this

March 22, 2024 EX-21.1

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIAIRES Subsidiaries Place of Incorporation Incorporation Time Percentage Ownership Acri Capital Merger Sub I Inc. Delaware November 13, 2023 100 % Acri Capital Merger Sub II Inc. Delaware November 13, 2023 100 %

March 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41415 ACRI CAPITAL ACQUISITION CORPOR

March 22, 2024 EX-10.13

Form of Extension Note, between the Sponsor and ACAC (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed by ACAC with the Securities & Exchange Commission on March 22, 2024).

Exhibit 10.13 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 22, 2024 EX-10.12

Working Capital Note, dated December 5, 2023, between the Sponsor and ACAC (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed by ACAC with the Securities & Exchange Commission on March 22, 2024).

Exhibit 10.12 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 13, 2024 EX-10.1

Promissory Note, dated March 12, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 13, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation)

March 13, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, March 13, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination fro

March 8, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

February 26, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 23, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

February 23, 2024 EX-1.1

Amendment to the Underwriting Agreement, dated February 23, 2024, by and among ACAC and EF Hutton, LLC.

Exhibit 1.1 Acri Capital Acquisition Corporation AMENDMENT TO THE UNDERWRITING AGREEMENT February 23, 2024 EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) 590 Madison Avenue, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Amendment (this “Amendment”) to the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 9, 2022, is entered into by and betw

February 23, 2024 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2024 Date of Report (Date of earliest event reported) Acri Capital Acq

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

February 23, 2024 EX-1.1

Amendment to the Underwriting Agreement, dated February 23, 2024, by and between the Registrant and EF Hutton.

Exhibit 1.1 Acri Capital Acquisition Corporation AMENDMENT TO THE UNDERWRITING AGREEMENT February 23, 2024 EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) 590 Madison Avenue, 39th Floor New York, NY 10022 Ladies and Gentlemen: This Amendment (this “Amendment”) to the Underwriting Agreement (the “Underwriting Agreement”), dated as of June 9, 2022, is entered into by and betw

February 20, 2024 EX-10.1

Foxx Support Agreement, dated as of February 18, 2024, by and among ACAC, and certain Foxx Stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on February 20, 2024).

Exhibit 10.1 Execution Version COMPANY STOCKHOLDER SUPPORT AGREEMENT THIS COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of February 18, 2024 (the “Agreement”), by and among Acri Capital Acquisition Corporation, a Delaware corporation (“Parent”), Foxx Development Inc., a Texas corporation (the “Company”) and the undersigned Persons and entities hereto (each, a “Holder” and collectively, the “Hold

February 20, 2024 EX-99.1

2

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Definitive Business Combination Agreement with Foxx Development Inc. Austin, Texas, February 20, 2024 (GLOBE NEWSWIRE) – Acri Capital Acquisition Corporation (NASDAQ: ACAC) (“Acri” or “ACAC”), a Delaware incorporated special purpose acquisition company listed on the Nasdaq Global Market, and Foxx Development Inc. (“Foxx”), a Texas based c

February 20, 2024 EX-10.2

Sponsor Support Agreement, dated as of February 18, 2024, by and among ACAC, Foxx, and the Sponsor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on February 20, 2024).

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT, dated as of February 18, 2024 (the “Agreement”), by and among Foxx Development Inc., a Texas corporation (the “Company”), Acri Capital Acquisition Corporation, a Delaware corporation (“Parent”), and Acri Capital Sponsor LLC (the “Sponsor”). WITNESSETH: A. WHEREAS, as of the date hereof, the Sponsor is the hold

February 20, 2024 425

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 18, 2024 Date of Report (Date of earliest event reported) Acri Capital Acq

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 18, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

February 20, 2024 EX-10.3

Form of Lock-Up Agreement.

Exhibit 10.3 Execution Version LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of [*], by and between the shareholder set forth on the signature page to this Agreement (the “Holder1”) and Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the m

February 20, 2024 EX-2.1

Business Combination Agreement dated as of February 18, 2024, by and among ACAC, Issuer, Merger Sub and Foxx.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT Dated as of February 18, 2024 by and among ACRI CAPITAL ACQUISITION CORPORATION, ACRI CAPITAL MERGER SUB I INC., ACRI CAPITAL MERGER SUB II INC., and FOXX DEVELOPMENT INC., TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Definitions 14 Section 1.3. Construction 16 Section 1.4. Knowledg

February 20, 2024 EX-10.2

Sponsor Support Agreement, dated as of February 18, 2024, by and among the Registrant, Foxx, and the Sponsor.

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT, dated as of February 18, 2024 (the “Agreement”), by and among Foxx Development Inc., a Texas corporation (the “Company”), Acri Capital Acquisition Corporation, a Delaware corporation (“Parent”), and Acri Capital Sponsor LLC (the “Sponsor”). WITNESSETH: A. WHEREAS, as of the date hereof, the Sponsor is the hold

February 20, 2024 EX-10.3

Form of Lock-Up Agreement.

Exhibit 10.3 Execution Version LOCK-UP AGREEMENT This Lock-Up Agreement (this “Agreement”) is dated as of [*], by and between the shareholder set forth on the signature page to this Agreement (the “Holder1”) and Acri Capital Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the m

February 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 18, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

February 20, 2024 EX-2.1

Business Combination Agreement, dated as of February 18, 2024, by and among ACAC, Purchaser, Merger Sub, and Foxx (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by ACAC with the Securities and Exchange Commission on February 20, 2024, and included as Annex A to the proxy statement/prospectus contained in this registration statement)

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT Dated as of February 18, 2024 by and among ACRI CAPITAL ACQUISITION CORPORATION, ACRI CAPITAL MERGER SUB I INC., ACRI CAPITAL MERGER SUB II INC., and FOXX DEVELOPMENT INC., TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Other Definitions 14 Section 1.3. Construction 16 Section 1.4. Knowledg

February 20, 2024 EX-10.1

Foxx Support Agreement, dated as of February 18, 2024, by and among the Registrant, and certain Foxx Stockholders.

Exhibit 10.1 Execution Version COMPANY STOCKHOLDER SUPPORT AGREEMENT THIS COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of February 18, 2024 (the “Agreement”), by and among Acri Capital Acquisition Corporation, a Delaware corporation (“Parent”), Foxx Development Inc., a Texas corporation (the “Company”) and the undersigned Persons and entities hereto (each, a “Holder” and collectively, the “Hold

February 20, 2024 EX-99.1

2

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Definitive Business Combination Agreement with Foxx Development Inc. Austin, Texas, February 20, 2024 (GLOBE NEWSWIRE) – Acri Capital Acquisition Corporation (NASDAQ: ACAC) (“Acri” or “ACAC”), a Delaware incorporated special purpose acquisition company listed on the Nasdaq Global Market, and Foxx Development Inc. (“Foxx”), a Texas based c

February 14, 2024 SC 13G/A

US00501A1016 / Acri Capital Acquisition Corp. / Cubist Systematic Strategies, LLC - ACRI CAPITAL ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0291sc13ga.htm ACRI CAPITAL ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acri Capital Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requir

February 14, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, February 14, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination

February 14, 2024 EX-10.1

Promissory Note, dated February 13, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

February 14, 2024 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 acac21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Acri Capital Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this

February 14, 2024 SC 13G/A

US00501A1016 / Acri Capital Acquisition Corp. / Sea Otter Advisors LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 acri214242sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ACRI Capital Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of Thi

February 14, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

February 13, 2024 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d777250dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Acri Capital Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 13, 2024 EX-99.A

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d777250dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

February 13, 2024 EX-99.B

Power of Attorney

EX-99.B 3 d777250dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

February 13, 2024 SC 13G/A

US00501A1016 / Acri Capital Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G/A(#2) Passive Investment

SC 13G/A 1 karpus-sch13g18788f.htm KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G/A(#2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Acri Capital Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Even

February 9, 2024 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / Universal-Investment-Gesellschaft mbH - 13G REPORT Passive Investment

SC 13G 1 acricapital20240205.htm 13G REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ACRI CAPITAL ACQUISITION CORP (Name of Issuer) Common Stock Reg. Shs Class A DL -,0001 (Title of Class of Securities) 00501A101 (CUSIP Number) June 12, 2023 (Date of Event which Requires Filing of this Statement

February 8, 2024 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20019920sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Acri Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C

February 7, 2024 SC 13G/A

US00501A2006 / Acri Capital Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Acri Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00501A200 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

January 11, 2024 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, January 11, 2024 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination f

January 11, 2024 EX-10.1

Promissory Note, dated January 10, 2024, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

January 11, 2024 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2024 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation

December 12, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

December 12, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, December 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination

December 12, 2023 EX-10.1

Promissory Note, dated December 11, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

November 13, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, November 13, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination

November 13, 2023 EX-10.1

Promissory Note, dated November 10, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

November 13, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporatio

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri

October 12, 2023 EX-10.1

Promissory Note, dated October 12, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

October 12, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation

October 12, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, October 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination f

September 12, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, September 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination

September 12, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporati

September 12, 2023 EX-10.1

Promissory Note, dated September 11, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Capi

August 11, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, August 11, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination fr

August 11, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation)

August 11, 2023 EX-10.1

Promissory Note, dated August 11, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 19, 2023 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / Universal-Investment-Gesellschaft mbH - SC 13G REPORT Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ACRI CAPITAL ACQUISITION CORP (Name of Issuer) Common Stock Reg. Shs Class A DL -,0001 (Title of Class of Securities) 00501A101 (CUSIP Number) July 12, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

July 12, 2023 EX-10.2

Promissory Note, dated July 12, 2023

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 12, 2023 EX-10.1

Amendment to the June 9, 2022 Amended & Restated Investment Management Trust Agreement, dated July 12, 2023, between ACAC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on July 12, 2023).

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT July 12, 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 12, 2023 by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms containe

July 12, 2023 EX-99.1

Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, July 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination fro

July 12, 2023 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 11, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

July 12, 2023 EX-3.1

Amendment No. 2 to the Amended and Restated Certificate of Incorporation of ACAC, dated July 12, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on July 12, 2023).

Exhibit 3.1 Certificate of AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION July 12, 2023 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Acri Capital Acquisition Corporation”. The origin

July 10, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 7, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisit

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 7, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (C

July 10, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Transfer to Nasdaq Capital Market

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Transfer to Nasdaq Capital Market Austin, Texas, July 7, 2023 — Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that the Nasdaq Stock Market LLC has approved the Company’s application to list its common stock, units, and warrants on the Nasdaq Capital Market. The

June 22, 2023 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / Universal-Investment-Gesellschaft mbH Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ACRI CAPITAL ACQUISITION CORP (Name of Issuer) Common Stock Reg. Shs Class A DL -,0001 (Title of Class of Securities) 00501A101 (CUSIP Number) June 12, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

June 21, 2023 CORRESP

ACRI CAPITAL ACQUISITION CORPORATION

ACRI CAPITAL ACQUISITION CORPORATION June 21, 2023 Via Edgar Steve Lo Kimberly Calder Division of Corporation Finance Office of Energy & Transportation U.

June 12, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisi

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

June 12, 2023 EX-10.1

Promissory Note, dated June 12, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

June 12, 2023 EX-99.1

Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, June 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combination fro

June 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 24, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 22, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 22, 2023 (May 19, 2023) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of in

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Cap

May 11, 2023 EX-10.1

Promissory Note, dated May 11, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

May 11, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (C

May 11, 2023 EX-99.1

Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, May 11, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combination from

April 12, 2023 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 12, 2023 (April 12, 2023) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction o

April 12, 2023 EX-10.1

Promissory Note, dated April 12, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

April 12, 2023 EX-99.1

Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, April 12, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company must complete its initial business combination fr

March 30, 2023 EX-4.5

Description of Securities of the Registrant.

Exhibit 4.5 Description of the Securities of the Registrant Pursuant to the amended and restated certificate of incorporation of Acri Capital Acquisition Corporation (“Acri”, “our Company”, “the Company”, “we” or “us”), our authorized capital stock consists of 20,000,000 shares of Class A common stock, $0.0001 par value, 2,500,000 shares of Class B common stock, $0.0001 par value, and 500,000 shar

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41415 ACRI CAPITAL ACQUISITION CORPOR

March 13, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2023 (March 12, 2023) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction o

March 13, 2023 EX-10.1

Promissory Note, dated March 13, 2023, issued by Acri Capital Acquisition Corporation to Acri Capital Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 13, 2023 EX-99.1

Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 Acri Capital Acquisition Corporation. Announces Extension of the Deadline for an Initial Business Combination Austin, Texas, March 13, 2023 (GLOBE NEWSWIRE) - Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, in order to extend the date by which the Company mush complete its initial business combination fr

March 10, 2023 SC 13G/A

US00501A1016 / Acri Capital Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G/A(#1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Acri Capital Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 00501A101 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

February 17, 2023 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / Cubist Systematic Strategies, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Acri Capital Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00501A101 (CUSIP Number) February 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

February 14, 2023 SC 13G

US00501A1016 / Acri Capital Acquisition Corp. / Karpus Management, Inc. - KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G Passive Investment

SC 13G 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / ACRI CAPITAL ACQUISITION - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * Acri Capital Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) 00501A101 (CUSIP Number) December 31, 2022 (Date of Event Whi

February 14, 2023 SC 13G/A

US00501A2006 / Acri Capital Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Acri Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00501A200 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch

February 10, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 10, 2023 (February 8, 2023) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdict

February 10, 2023 EX-3.1

Amendment No. 1 to the Amended and Restated Certificate of Incorporation, dated February 9, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 10, 2023).

Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ACRI CAPITAL ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE NINTH DAY OF FEBRUARY, A.D. 2023, AT 3:27 O`CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 6529020 81

January 25, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea172216-defa14aacricapital.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi

January 25, 2023 EX-99.1

Acri Capital Acquisition Corporation Announces Postponement of Special Meeting of Stockholders Until February 8, 2023

Exhibit 99.1 Acri Capital Acquisition Corporation Announces Postponement of Special Meeting of Stockholders Until February 8, 2023 Austin, Texas, January 25, 2023 — Acri Capital Acquisition Corporation (the “Company”) (Nasdaq: ACAC), a special purpose acquisition company, today announced that, upon the approval of its Board of Directors, it has postponed the special meeting of stockholders schedul

January 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 25, 2023 (January 25, 2023) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdicti

January 12, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 6, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

January 6, 2023 CORRESP

ACRI CAPITAL ACQUISITION CORPORATION

ACRI CAPITAL ACQUISITION CORPORATION January 6, 2023 Via Edgar Melanie Singh Division of Corporation Finance Office of Real Estate & Construction U.

December 30, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

November 21, 2022 EX-10.1

Amendment to the Letter Agreement of June 9, 2022, entered between ACAC, Sponsor, and directors of ACAC, dated November 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on November 18, 2022).

EX-10.1 2 ea168884-8kex10iacricap.htm AMENDMENT TO THE LETTER AGREEMENT OF JUNE 9, 2022. Exhibit 10.1 Acri Capital Acquisition Corporation 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 November 18, 2022 Whereas, the undersigned parties (the “Parties”) entered into a Letter Agreement (the “Existing Agreement”) dated June 9, 2022, in connection with the initial public offering of Acri Capital A

November 21, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 18, 2022 (November 18, 2022) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdic

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri

October 5, 2022 EX-99.1

October 4, 2022

EX-99.1 2 ea166711ex99-1acricapital.htm LETTER FROM FRIEDMAN LLP REGARDING THE CHANGE IN THE REGISTRANT'S CERTIFYING ACCOUNTANT, DATED OCTOBER 4, 2022 Exhibit 99.1 October 4, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Acri Capital Acquisition Corporation under Item 4.01 of its Form 8-K dated October 4, 2022

October 5, 2022 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2022 (September 30, 2022) Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdict

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Capi

July 27, 2022 EX-99.1

Acri Capital Acquisition Corporation Announces the Separate Trading of its Class A Common Stock Shares and Warrants, Commencing August 1, 2022

EX-99.1 2 ea163328ex99-1acricapital.htm PRESS RELEASE DATED JULY 27, 2022 Exhibit 99.1 Acri Capital Acquisition Corporation Announces the Separate Trading of its Class A Common Stock Shares and Warrants, Commencing August 1, 2022 Austin, Texas – July 27, 2022 – Acri Capital Acquisition Corporation (NASDAQ: ACACU) (the “Company”), a newly organized blank check company incorporated as a Delaware bus

July 27, 2022 8-K

Other Events, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2022 Date of Report (Date of earliest event reported) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-41415 87-4328187 (State or other jurisdiction of incorporation) (

July 18, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41415 Acri Cap

June 23, 2022 SC 13G/A

ACAC / Acies Acquisition Corp - Class A / Feis Lawrence Michael - SCHEDULE 13G AMENDMENT Passive Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* ACRI Capital Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 00501A200 (

June 22, 2022 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 Index to Financial Statement Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 14, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Acri Capital Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of

June 22, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 (June 14, 2022) ACRI CAPITAL ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-263477 87-4328187 (State or other jurisdiction (

June 17, 2022 SC 13G

ACAC / Acies Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Acri Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00501A200 (CUSIP Number) June 10, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

June 16, 2022 SC 13G

ACAC / Acies Acquisition Corp - Class A / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 14, 2022 EX-10.7

Form of Independent Director Offer Letter, dated March 8, 2022, among Acri Capital Sponsor LLC, and certain directors and officers of the Registrant.

Exhibit 10.7 ACRI CAPITAL ACQUISITION CORPORATION Board of Director Officer Letter Dear [XX], On behalf of Acri Capital Acquisition Corporation, a Delaware corporation (the ?Company?), I am pleased to invite you to join the Company?s Board of Directors (the ?Board?), subject to effectiveness of the registration statement on Form S-1 in connection with the initial public offering of the Company (th

June 14, 2022 EX-1.1

Underwriting Agreement, dated June 9, 2022, among the Registrant, and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

EX-1.1 2 ea161469ex1-1acricapital.htm UNDERWRITING AGREEMENT, DATED JUNE 9, 2022, AMONG THE REGISTRANT, AND EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS Exhibit 1.1 Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENT June 9, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY

June 14, 2022 EX-10.5

Form of Indemnity Agreements, dated June 9, 2022, between ACAC and each of its directors and officers (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on June 14, 2022).

EX-10.5 9 ea161469ex10-5acricapital.htm FORM OF INDEMNITY AGREEMENTS, DATED JUNE 9, 2022, BETWEEN THE REGISTRANT AND EACH OF ITS DIRECTORS AND OFFICERS Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 9, 2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly c

June 14, 2022 EX-10.1

Letter Agreement, dated June 9, 2022, among ACAC and certain security holders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on June 14, 2022).

EX-10.1 5 ea161469ex10-1acricapital.htm LETTER AGREEMENT, DATED JUNE 9, 2022, AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.1 Acri Capital Acquisition Corporation 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 June 9, 2022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreemen

June 14, 2022 EX-10.2

Amended & Restated Investment Management Trust Agreement, dated June 9, 2022, between ACAC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on June 14, 2022).

EX-10.2 6 ea161469ex10-2acricapital.htm AMENDED & RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED JUNE 9, 2022, BETWEEN THE REGISTRANT AND WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE Exhibit 10.2 AMENDED and RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT This Amended and Restated Investment Management Trust Agreement (the “Agreement”) is made effective as of June 9, 2022, by and betwe

June 14, 2022 EX-4.1

Warrant Agreement, dated June 9, 2022, between the Registrant and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

EX-4.1 4 ea161469ex4-1acricapital.htm WARRANT AGREEMENT, DATED JUNE 9, 2022, BETWEEN THE REGISTRANT AND VSTOCK TRANSFER, LLC, AS WARRANT AGENT Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of June 9, 2022 between Acri Capital Acquisition Corporation, a Delaware corporation, with offices at 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729 (“Company”), and VSt

June 14, 2022 EX-99.2

Acri Capital Acquisition Corporation Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option

Exhibit 99.2 Acri Capital Acquisition Corporation Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option Austin, Texas, June 14, 2022 (GLOBE NEWSWIRE) – Acri Capital Acquisition Corporation (the “Company”), a newly organized blank check company incorporated as a Delaware corporation and led by Chairwoman and Chief Executive Officer, “Joy” Yi Hua, today announced th

June 14, 2022 EX-99.1

Acri Capital Acquisition Corporation Announces Pricing of $75 Million Initial Public Offering

EX-99.1 12 ea161469ex99-1acricapital.htm PRESS RELEASE, DATED JUNE 9, 2022 Exhibit 99.1 Acri Capital Acquisition Corporation Announces Pricing of $75 Million Initial Public Offering Austin, Texas, June 9, 2022 (GLOBE NEWSWIRE) – Acri Capital Acquisition Corporation (the “Company”), a newly organized blank check company incorporated as a Delaware corporation, today announced the pricing of its init

June 14, 2022 EX-3.1

Amended and Restated Certificate of Incorporation, dated June 7, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2022).

EX-3.1 3 ea161469ex3-1acricapital.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, DATED JUNE 7, 2022 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:00 AM 06/07/2022 FILED 10:00 AM 06/07/2022 SR 20222638970 - File Number 6529020 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION June 7, 2022 Acri Capital Acquisiti

June 14, 2022 EX-10.4

Private Placement Warrants Purchase Agreement, dated June 9, 2022, between the Registrant and the Sponsor.

Exhibit 10.4 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of June 9, 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acri Capital Acquisition Corporation, a Delaware corporation (the ?Company?), and Acri Capital Sponsor LLC, a Delaware limited liability company (the ?Sponsor?). WHEREAS, the

June 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 ACRI CAPITAL ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-263477 87-4328187 (State or other jurisdiction (Commission File

June 14, 2022 EX-10.3

Registration Rights Agreement, dated June 9, 2022, among ACAC, certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on June 14, 2022).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of June 9, 2022, is made and entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the ?Company?) and Acri Capital Sponsor LLC, a Delaware limited liability company (the ?Sponsor?, and any person or entity who hereafter becomes a party to this Agreement pursu

June 14, 2022 EX-10.6

Administrative Services Agreement, dated June 9, 2022, between ACAC and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by ACAC with the Securities & Exchange Commission on June 14, 2022).

EX-10.6 10 ea161469ex10-6acricapital.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED JUNE 9, 2022, BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.6 ACRI CAPITAL ACQUISITION CORPORATION 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 June 9, 2022 Acri Capital Sponsor LLC 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 Re: Service Agreement Ladies and Gentlemen: This letter agreement by and be

June 13, 2022 SC 13D

ACAC / Acies Acquisition Corp - Class A / Acri Capital Sponsor LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ACRI CAPITAL ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.

June 13, 2022 EX-7.1

Joint Filing Agreement, dated June 10, 2022.

Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A common stock, par value of US$0.0001 per share of Acri Capital Acquisition Corporation, a Delaware corporation whose principal place of business is in Austin, Texas shall be filed on behalf of the undersigned. June 10, 2022 Acri Capital Sponsor LLC By: /s/ Joy Yi Hua

June 10, 2022 424B4

$75,000,000 ACRI CAPITAL ACQUISITION CORPORATION 7,500,000 Units

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-263477 $75,000,000 ACRI CAPITAL ACQUISITION CORPORATION 7,500,000 Units Acri Capital Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whic

June 9, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Acri Capital Acquisition Corporation (Exact nam

8-A12B 1 ea161269-8a12bacri.htm FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Acri Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 98-1584130 (St

June 7, 2022 CORRESP

VIA EDGAR

CORRESP 1 filename1.htm VIA EDGAR June 7, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Victor Rivera Melendez Re: Acri Capital Acquisition Corporation (the “Company”) Registration Statement on Form S-1, as amended (“Registration Statement”) (File No. 333-263477) Dear Mr. Melendez: Pursuant to Rule 461 of the General

June 7, 2022 CORRESP

ACRI CAPITAL ACQUISITION CORPORATION

CORRESP 1 filename1.htm ACRI CAPITAL ACQUISITION CORPORATION June 7, 2022 Via Edgar Victor Rivera Melendez Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Acri Capital Acquisition Corporation Registration Statement on Form S-1, as amended (File No. 333-263477) Request for Acceleration of Eff

May 23, 2022 CORRESP

ACRI CAPITAL ACQUISITION CORPORATION

ACRI CAPITAL ACQUISITION CORPORATION May 23, 2022 Via Edgar Mr. Victor Revera Melendez Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Acri Capital Acquisition Corporation Amendment No. 2 to the Registration Statement Filed: May 18, 2022 File No. 333-263477 Dear Mr. Melendez: This letter is in

May 18, 2022 EX-4.4

Form of Warrant Agreement between VStock Transfer, LLC and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Acri Capital Acquisition Corporation, a Delaware corporation, with offices at 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729 (?Company?), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, NY 11598, as warrant agent (?Warrant Agen

May 18, 2022 EX-10.6

Private Placement Warrants Purchase Agreement, dated June 9, 2022, between ACAC and the Sponsor (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed by ACAC with the Securities & Exchange Commission on May 18, 2022).

Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acri Capital Acquisition Corporation, a Delaware corporation (the ?Company?), and Acri Capital Sponsor LLC, a Delaware limited liability company (the ?Sponsor?). WHEREAS, the Com

May 18, 2022 EX-10.2

Form of Letter Agreement among the Registrant and Founders.

Exhibit 10.2 Acri Capital Acquisition Corporation 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 [ ], 2022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the

May 18, 2022 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 fs12022a2ex1-1acricapital.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENT [●], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Acri Capital A

May 18, 2022 EX-10.4

Form of Registration Rights Agreement among the Registrant and certain security holders.

EX-10.4 7 fs12022a2ex10-4acricapital.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2022, is made and entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Acri Capital Sponsor LLC, a Dela

May 18, 2022 EX-10.3

Form of Investment Management Trust Agreement between Wilmington Trust, N.A. and the Registrant.

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

May 18, 2022 EX-10.8

Administrative Services Agreement, dated June 9, 2022, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 18, 2022).

EX-10.8 9 fs12022a2ex10-8acricapital.htm FORM OF ADMINISTRATIVE SERVICE AGREEMENT Exhibit 10.8 ACRI CAPITAL ACQUISITION CORPORATION 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 [XX], 2022 Acri Capital Sponsor LLC 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 Re: Service Agreement Ladies and Gentlemen: This letter agreement by and between Acri Capital Acquisition Corporation (the “Compan

May 18, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on May 18, 2022.

As filed with the U.S. Securities and Exchange Commission on May 18, 2022. Registration No. 333-263477 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Acri Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 87-4328187 (State or Other Jurisdic

May 18, 2022 EX-3.2

First Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION [ ], 2022 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Acri Capital Acquisition Corporation”. The original certificate of incorporation of t

April 8, 2022 EX-4.4

Form of Warrant Agreement between VStock Transfer, LLC and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Acri Capital Acquisition Corporation, a Delaware corporation, with offices at 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729 (“Company”), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, NY 11598, as warrant agent (“Warrant Agen

April 8, 2022 EX-10.3

Form of Investment Management Trust Agreement between Wilmington Trust, N.A. and the Registrant.

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

April 8, 2022 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENT [●], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), propos

April 8, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on April 8, 2022.

As filed with the U.S. Securities and Exchange Commission on April 8, 2022. Registration No. 333-263477 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Acri Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 87-4328187 (State or Other Jurisdiction of Incorpor

April 8, 2022 EX-10.6

Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Acri Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”). WHEREAS, the Com

April 8, 2022 EX-10.4

Form of Registration Rights Agreement among the Registrant and certain security holders.

EX-10.4 7 fs12022a1ex10-4acricapital.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2022, is made and entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Acri Capital Sponsor LLC, a Dela

April 8, 2022 EX-10.2

Form of Letter Agreement among the Registrant and Founders.

EX-10.2 5 fs12022a1ex10-2acricapital.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND FOUNDERS Exhibit 10.2 Acri Capital Acquisition Corporation 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 [ ], 2022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”

April 8, 2022 EX-3.2

First Amended and Restated Certificate of Incorporation.

EX-3.2 3 fs12022a1ex3-2acricapital.htm FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION [ ], 2022 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corpor

March 11, 2022 EX-10.2

Form of Letter Agreement among the Registrant and Founders.

Exhibit 10.2 Acri Capital Acquisition Corporation 13284 Pond Springs Rd, Ste 405 Austin, Texas 78729 [ ], 2022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the

March 11, 2022 EX-4.3

Specimen ACAC Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed by ACAC with the Securities & Exchange Commission on March 11, 2022).

EX-4.3 8 fs12022ex4-3acricapitalacq.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ACRI CAPITAL ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP: [ ] Warrant Certificate This Warrant Certificate certi

March 11, 2022 EX-4.1

Specimen ACAC Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed by ACAC with the Securities & Exchange Commission on March 11, 2022).

Exhibit 4.1 NUMBER UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP: [ ] ACRI CAPITAL ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Com

March 11, 2022 EX-99.1

Form of Audit Committee Charter.

Exhibit 99.1 ACRI CAPITAL ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of Acri Capital Acquisition Corporation (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s ac

March 11, 2022 EX-14.1

Form of Code of Ethics.

EX-14.1 20 fs12022ex14-1acricapitalacq.htm FORM OF CODE OF ETHICS Exhibit 14.1 ACRI CAPITAL ACQUISITION CORPORATION (the “Company”) Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends th

March 11, 2022 EX-10.3

Form of Investment Management Trust Agreement between Wilmington Trust, N.A. and the Registrant.

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

March 11, 2022 EX-10.8

Form of Administrative Service Agreement.

EX-10.8 18 fs12022ex10-8acricapitalacq.htm FORM OF ADMINISTRATIVE SERVICE AGREEMENT Exhibit 10.8 ACRI CAPITAL ACQUISITION CORPORATION 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 [XX], 2022 Acri Capital Sponsor LLC 13284 Pond Spring Rd, Ste 405. Austin, Texas 78729 Re: Service Agreement Ladies and Gentlemen: This letter agreement by and between Acri Capital Acquisition Corporation (the “Comp

March 11, 2022 EX-3.2

First Amended and Restated Certificate of Incorporation.

EX-3.2 4 fs12022ex3-2acricapitalacq.htm FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACRI CAPITAL ACQUISITION CORPORATION [ ], 2022 Acri Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corpo

March 11, 2022 EX-4.4

Form of Warrant Agreement between VStock Transfer, LLC and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [?], 2022 between Acri Capital Acquisition Corporation, a Delaware corporation, with offices at 13284 Pond Springs Rd, Ste 405, Austin, Texas 78729 (?Company?), and VStock Transfer, LLC, a California limited liability company, with offices at 18 Lafayette Place, Woodmere, NY 11598, as warrant agent (?Warrant Agen

March 11, 2022 EX-10.7

Form of Indemnity Agreement.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

March 11, 2022 EX-10.9

Form of Independent Director Offer Letter.

Exhibit 10.9 ACRI CAPITAL ACQUISITION CORPORATION Board of Director Officer Letter Dear [ ], On behalf of Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), I am pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to effectiveness of the registration statement on Form S-1 in connection with the initial public offering of the Company (the

March 11, 2022 EX-99.5

Consent of Andrew Pierce.

Exhibit 99.5 CONSENT OF ANDREW PIERCE Acri Capital Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

March 11, 2022 EX-10.6

Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of [?], 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Acri Capital Acquisition Corporation, a Delaware corporation (the ?Company?), and Acri Capital Sponsor LLC, a Delaware limited liability company (the ?Sponsor?). WHEREAS, the Com

March 11, 2022 EX-3.1

Certificate of Incorporation.

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “ACRI CAPITAL ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF JANUARY, A.D. 2022, AT 12:48 O’CLOCK P.M. 6529020 8100 SR# 20220076792 Authentication: 202357205 Date: 01-10-22 You

March 11, 2022 EX-4.2

Specimen Common Stock Certificate.

Exhibit 4.2 NUMBER NUMBER C- [●] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] ACRI CAPITAL ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ACRI CAPITAL ACQUISITION CORPORATION (THE “CORPORATION”) transfera

March 11, 2022 S-1

As filed with the U.S. Securities and Exchange Commission on March 11, 2022.

As filed with the U.S. Securities and Exchange Commission on March 11, 2022. Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Acri Capital Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 87-4328187 (State or Other Jurisdiction of Incorporation or

March 11, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Acri Capital Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees To Be Paid equity Units, each consisting of one share of Class A common stock, $0.

March 11, 2022 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENT [●], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”), propos

March 11, 2022 EX-3.3

Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed by ACAC with the Securities & Exchange Commission on March 11, 2022).

EX-3.3 5 fs12022ex3-3acricapitalacq.htm BYLAWS Exhibit 3.3 BY LAWS OF ACRI CAPITAL ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or indivi

March 11, 2022 EX-99.3

Consent of James “Jim” C. Hardin Jr.

EX-99.3 24 fs12022ex99-3acricapitalacq.htm CONSENT OF JAMES "JIM" C. HARDIN JR Exhibit 99.3 CONSENT OF JAMES “JIM” C. HARDIN JR. Acri Capital Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under

March 11, 2022 EX-10.5

Securities Subscription Agreement between the Registrant and the sponsor dated February 4, 2022.

Exhibit 10.5 ACRI CAPITAL ACQUISITION CORPORATION February 4, 2022 Acri Capital Sponsor LLC RE: Securities Purchase Agreement Ladies and Gentlemen: We are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,156,250 shares (the “Shares”) of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and together with all other classes of Company common stoc

March 11, 2022 EX-99.2

Form of Compensation Committee Charter.

EX-99.2 23 fs12022ex99-2acricapitalacq.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ACRI CAPITAL ACQUISITION CORPORATION I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Acri Capital Acquisition Corporation (the “Company”) shall be to over

March 11, 2022 EX-10.1

Promissory Note, dated January 20, 2022 (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed by ACAC with the Securities & Exchange Commission on March 11, 2022).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 11, 2022 EX-99.4

Consent of Edmund R. Miller.

EX-99.4 25 fs12022ex99-4acricapitalacq.htm CONSENT OF EDMUND MILLER Exhibit 99.4 CONSENT OF EDMUND MILLER Acri Capital Acquisition Corporation intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of

March 11, 2022 EX-10.4

Form of Registration Rights Agreement among the Registrant and certain security holders.

EX-10.4 14 fs12022ex10-4acricapitalacq.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 2022, is made and entered into by and among Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Acri Capital Sponsor LLC, a De

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