United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On April 9, 2024, Acri Capital Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved, among others, the proposal to amend the Amended and Restated Investment Management Trust Agreement, dated June 9, 2022, as amended on July 12, 2023, by and between the Company and Wilmington Trust, National Association, acting as trustee (the “Trust Agreement”), to extend the liquidation date from July 14, 2023 to April 14, 2024, or, if further extended by up to nine one-month extensions, up to January 14, 2025. Upon the stockholders’ approval, on April 10, 2024, the Company and the trustee entered into the Amendment to the Investment Management Trust Agreement (the “Trust Amendment”).
A copy of the Trust Amendment is attached to this Current Report on 8-K as Exhibit 10.1 and is incorporated herein by reference.
The disclosure set forth under Item 2.03 is incorporated by reference with respect to the Note (as defined below).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 10, 2024, an aggregate of $50,000 (the “First New Monthly Extension Payment”) was deposited into the trust account of the Company for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from April 14, 2024 to May 14, 2024 (the “Extension”). The Extension is the first of the nine one-month extensions permitted under the Company’s governing documents.
In connection with the First New Monthly Extension Payment, the Company issued an unsecured promissory note of $50,000 (the “Note”) to its sponsor, Acri Capital Sponsor LLC (the “Sponsor”).
The Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holder of the Note has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into private placement warrants (the “Warrants”) of the Company, as described in the prospectus of the Company (File Number 333-263477), by providing the Company with written notice of its intention to convert the Note at least two business days prior to the closing of the Company’s initial business combination. The number of Warrants to be received by the holder in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the holder, by (y) $1.00.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 9, 2024, at the Special Meeting, the stockholders of the Company approved the proposal to amend Company’s amended and restated certificate of incorporation (“Charter”) to allow the Company until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which the Company must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing the lesser of (i) $50,000 and (ii) $0.033 for each public share to the Company’s trust account. Upon the stockholders’ approval, on April 10, 2024, the Company filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 1, 2024, the record date for the Special Meeting, there were 5,411,300 shares of common stock of the Company entitled to be voted at the Special Meeting, approximately 77.14% of which were represented in person or by proxy at the special meeting.
The final results for the matter submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. The Third Extension Amendment Proposal
The stockholders approved the proposal to amend the Company’s Charter to allow the Company until April 14, 2024 to consummate an initial business combination, and, without another stockholder vote, to elect to extend the date by which the Company must consummate a business combination on a monthly basis for up to nine (9) times, up to January 14, 2025, by depositing each month the lesser of (i) $50,000 and (ii) $0.033 for each public share to the Company’s trust account. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | ||
| 3,921,988 | 252,208 | 0 |
2. The Trust Amendment Proposal
The stockholders approved the proposal to amend the Trust Agreement to extend the liquidation date from July 14, 2023 to April 14, 2024, or, if further extended by up to nine one-month extensions, up to January 14, 2025. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | ||
| 3,921,988 | 252,209 | 0 |
Item 7.01 Regulation FD Disclosure.
On April 10, 2023, the Company issued a press release (the “Press Release”) announcing that the First New Monthly Extension Payment had been made. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and the Press Release hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In connection with the votes to approve the New Extension Amendment Proposal, 1,439,666 shares of Class A common stock of the Company were rendered for redemption.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated April 10, 2024 | |
| 10.1 | Amended and Restated Investment Management Trust Agreement, dated April 10, 2024, by and between the Company and Wilmington Trust, National Association | |
| 10.2 | Promissory Note, dated April 10, 2024 | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Acri Capital Acquisition Corporation | ||
| Date: April 10, 2024 | By: | /s/ “Joy” Yi Hua |
| Name: | “Joy” Yi Hua | |
| Title: | Chief Executive Officer | |
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