Mga Batayang Estadistika
CIK | 1914023 |
SEC Filings
SEC Filings (Chronological Order)
November 7, 2024 |
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 |
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October 16, 2024 |
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 |
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September 26, 2024 |
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 |
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September 13, 2024 |
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 |
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September 13, 2024 |
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 |
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September 13, 2024 |
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 |
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August 27, 2024 |
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 |
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August 27, 2024 |
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) |
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August 27, 2024 |
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) |
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August 27, 2024 |
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 |
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August 14, 2024 |
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 |
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August 14, 2024 |
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 |
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July 29, 2024 |
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) ( |
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July 29, 2024 |
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 |
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July 12, 2024 |
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 |
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July 12, 2024 |
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 |
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July 12, 2024 |
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) ( |
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June 12, 2024 |
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) ( |
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June 12, 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 |
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June 12, 2024 |
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 |
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June 12, 2024 |
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 |
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June 3, 2024 |
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 |
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June 3, 2024 |
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 |
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June 3, 2024 |
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 |
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June 3, 2024 |
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 |
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May 13, 2024 |
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 |
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May 10, 2024 |
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 |
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May 10, 2024 |
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 |
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May 10, 2024 |
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 |
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April 10, 2024 |
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 |
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April 10, 2024 |
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) ( |
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April 10, 2024 |
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) ( |
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April 10, 2024 |
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 |
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April 10, 2024 |
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 |
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April 10, 2024 |
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 |
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April 10, 2024 |
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 |
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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 |
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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 |
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April 10, 2024 |
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 |
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March 22, 2024 |
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 |
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March 22, 2024 |
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 |
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March 22, 2024 |
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 % |
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March 22, 2024 |
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 |
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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 |
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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 |
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March 13, 2024 |
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 |
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March 13, 2024 |
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) |
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March 13, 2024 |
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 |
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March 8, 2024 |
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 |
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February 26, 2024 |
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 |
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February 23, 2024 |
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 |
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February 23, 2024 |
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 |
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February 23, 2024 |
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 |
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February 23, 2024 |
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 |
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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 |
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February 20, 2024 |
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 |
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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 |
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February 20, 2024 |
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 |
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February 20, 2024 |
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 |
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February 20, 2024 |
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 |
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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 |
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February 20, 2024 |
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 |
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February 20, 2024 |
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 |
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February 20, 2024 |
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 |
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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 |
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February 20, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 14, 2024 |
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 |
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February 13, 2024 |
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 |
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February 13, 2024 |
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 |
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February 13, 2024 |
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 |
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February 13, 2024 |
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 |
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February 9, 2024 |
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 |
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February 8, 2024 |
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 |
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February 7, 2024 |
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 |
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January 11, 2024 |
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 |
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January 11, 2024 |
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 |
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January 11, 2024 |
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 |
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December 12, 2023 |
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 |
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December 12, 2023 |
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 |
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December 12, 2023 |
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 |
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November 13, 2023 |
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 |
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November 13, 2023 |
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 |
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November 13, 2023 |
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 |
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November 9, 2023 |
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 |
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October 12, 2023 |
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 |
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October 12, 2023 |
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 |
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October 12, 2023 |
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 |
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September 12, 2023 |
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 |
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September 12, 2023 |
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 |
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September 12, 2023 |
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 |
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August 11, 2023 |
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 |
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August 11, 2023 |
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 |
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August 11, 2023 |
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) |
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August 11, 2023 |
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 |
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July 19, 2023 |
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 |
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July 12, 2023 |
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 |
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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 |
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July 12, 2023 |
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 |
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July 12, 2023 |
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) ( |
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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 |
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July 10, 2023 |
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 |
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July 10, 2023 |
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 |
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June 22, 2023 |
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 |
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June 21, 2023 |
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. |
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June 12, 2023 |
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) ( |
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June 12, 2023 |
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 |
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June 12, 2023 |
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 |
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June 7, 2023 |
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 |
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May 24, 2023 |
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 |
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May 22, 2023 |
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 |
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May 15, 2023 |
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 |
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May 11, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs 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 |
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May 11, 2023 |
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 |
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May 11, 2023 |
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 |
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April 12, 2023 |
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 |
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April 12, 2023 |
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 |
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April 12, 2023 |
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 |
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March 30, 2023 |
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 |
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March 30, 2023 |
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 |
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March 13, 2023 |
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 |
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March 13, 2023 |
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 |
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March 13, 2023 |
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 |
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March 10, 2023 |
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 |
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February 17, 2023 |
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 |
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February 14, 2023 |
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 |
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February 14, 2023 |
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 |
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February 10, 2023 |
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 |
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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 |
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January 25, 2023 |
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 |
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January 25, 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 |
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January 25, 2023 |
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 |
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January 12, 2023 |
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 |
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January 6, 2023 |
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 |
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January 6, 2023 |
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. |
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December 30, 2022 |
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 |
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November 21, 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 |
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November 21, 2022 |
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 |
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November 14, 2022 |
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 |
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October 5, 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 |
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October 5, 2022 |
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 |
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August 12, 2022 |
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 |
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July 27, 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 |
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July 27, 2022 |
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) ( |
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July 18, 2022 |
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 |
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June 23, 2022 |
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 ( |
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June 22, 2022 |
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 |
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June 22, 2022 |
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 ( |
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June 17, 2022 |
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 |
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June 16, 2022 |
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. |
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June 14, 2022 |
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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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June 14, 2022 |
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 |
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June 14, 2022 |
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 |
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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 |
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June 14, 2022 |
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 |
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June 14, 2022 |
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 |
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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 |
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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 |
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June 13, 2022 |
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. |
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June 13, 2022 |
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 |
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June 10, 2022 |
$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 |
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June 9, 2022 |
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 |
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June 7, 2022 |
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 |
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June 7, 2022 |
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 |
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May 23, 2022 |
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 |
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May 18, 2022 |
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 |
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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 |
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May 18, 2022 |
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 |
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May 18, 2022 |
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 |
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May 18, 2022 |
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 |
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May 18, 2022 |
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, |
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May 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 |
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May 18, 2022 |
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 |
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May 18, 2022 |
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 |
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April 8, 2022 |
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 |
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April 8, 2022 |
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, |
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April 8, 2022 |
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 |
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April 8, 2022 |
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 |
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April 8, 2022 |
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 |
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April 8, 2022 |
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 |
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April 8, 2022 |
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” |
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April 8, 2022 |
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 |
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March 11, 2022 |
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 |
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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 |
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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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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, |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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. |
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March 11, 2022 |
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 |
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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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |
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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 |
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March 11, 2022 |
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 |
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March 11, 2022 |
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 |