United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
As previously announced in the Current Report on Form 8-K by Acri Capital Acquisition Corporation (the “ACAC”) on February 20, 2024, on February 18, 2024, ACAC entered into a business combination agreement (the “Business Combination Agreement”) with Acri Capital Merger Sub I Inc., a Delaware corporation and subsidiary of the Company (“PubCo”), Acri Capital Merger Sub II Inc., a Delaware corporation and subsidiary of the PubCo (“Merger Sub”), and Foxx Development Inc., a Texas corporation (“Foxx”), pursuant to which: (a) ACAC will merge with and into PubCo, with PubCo as the surviving entity (the “Reincorporation Merger”); (b) Foxx will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of PubCo (the “Acquisition Merger”, collectively with the Reincorporation Merger, the “Business Combination”).
On May 31, 2024, ACAC, PubCo, Merger Sub, and Foxx entered into an amendment to the Business Combination Agreement (the “BCA Amendment”). Pursuant to the BCA Amendment, ACAC, PubCo, Merger Sub, and Foxx agreed to revise the lock-up provision, which shall now provide that, each Pre-Closing Company Stockholder (as defined in the Business Combination Agreement) who holds more than 5% of issued and outstanding shares of common stock of Foxx (“Foxx Common Stock”) immediately prior to closing of the Business Combination (the “Closing”) except the Pre-Closing Company Stockholders who hold Foxx Common Stock issuable upon the conversion of certain convertible notes of Foxx, the Sponsor, and affiliates of the foregoing, will, subject to certain customary exceptions, agree not to sell any share of common stock of the PubCo (“PubCo Common Stock”) held by them until the earlier to occur of: (A) six months after the Closing, or (B) the date on which the last reported sale price of the PubCo Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing, or earlier, in any case, if subsequent to the Closing, the PubCo completes a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of ACAC’s stockholders having the right to exchange their shares for cash, securities or other property.
A copy of the BCA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Additional Information about the Transaction and Where to Find It
The Business Combination has been approved by the boards of directors of ACAC, PubCo and Foxx, and will be submitted to stockholders of ACAC and the stockholders of Foxx for their approval. In connection with such approval, PubCo intends to file with the SEC the Proxy Statement/Prospectus. After the Registration Statement that forms a part of the Proxy Statement/Prospectus has been declared effective, ACAC will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transaction. ACAC stockholders are urged to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and the definitive Proxy Statement/Prospectus in connection with the proposed transaction, as these materials will contain important information about ACAC, PubCo, Foxx and the Business Combination. ACAC stockholders will also be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about ACAC, without charge, at the SEC’s website (www.sec.gov).
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Forward-Looking Statements
This Report includes forward looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,” “plan,” “project,” “forecast,” “should,” “would,” or variations of such words or by expressions of similar meaning. Such forward-looking statements, including statements regarding anticipated financial and operational results, projections of market opportunity and expectations, the estimated post-transaction enterprise value, the advantages and expected growth of PubCo, the cash position of PubCo following Closing, the ability of ACAC, PubCo or Foxx to consummate the proposed business combination and the timing of such consummation, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in the final prospectus filed with the SEC on June 10, 2022 (the “IPO Prospectus”), the Registration Statement on Form S-4 to be filed by PubCo, which will include a proxy statement containing information about the proposed transaction and the respective businesses of Foxx and ACAC, as well as the prospectus relating to the offer of PubCo’s securities to be issued to Foxx Stockholders in connection with the completion of the proposed transaction (the “Proxy Statement/Prospectus”), and in other documents filed by ACAC or PubCo with the SEC from time to time. Important factors that could cause PubCo’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: Foxx’s or Pubco’s limited operating history; the ability of Foxx or PubCo to identify and integrate acquisitions; general economic and market conditions impacting demand for the products and services of Foxx or PubCo; the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by ACAC stockholders; the ability to meet Nasdaq’s listing standards following the consummation of the proposed Business Combination; costs related to the proposed Business Combination; and such other risks and uncertainties as are discussed in the IPO Prospectus and the Proxy Statement/Prospectus. Other factors include the possibility that the proposed Business Combination does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions.
ACAC, PubCo and Foxx each expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of ACAC, PubCo or Foxx with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Participants in the Solicitation
ACAC, PubCo, Foxx and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from ACAC stockholders with respect to the proposed Business Combination. Information regarding the ACAC’s directors and executive officers is available in the IPO Prospectus. Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus when it becomes available.
No Offer or Solicitation
This Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to the Business Combination Agreement, dated May 31, 2024, by and between ACAC, PubCo, Merger Sub, and Foxx | |
| 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: June 3, 2024 | By: | /s/ “Joy” Yi Hua |
| Name: | “Joy” Yi Hua | |
| Title: | Chief Executive Officer | |
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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 Inc., a Delaware corporation formed to become a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and Foxx Development Inc., a Texas for profit corporation (the “Company”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Business Combination Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Parent, Purchaser, Merger Sub, and the Company are parties to a certain Business Combination Agreement dated as of February 18, 2024 (the “Business Combination Agreement”);
WHEREAS, in accordance with the terms of Section 12.11 of the Business Combination Agreement, Parent, Purchaser, Merger Sub and the Company desire to amend the Business Combination Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Purchaser, Merger Sub and the Company agree as follows:
Section 1. Amendments to the Business Combination Agreement.
1.1 Article IX, Section 9.13 of the Business Combination Agreement shall hereby be deleted in its entirety and shall be replaced as follows:
Section 9.13 Lock-Up Agreement and Insider Trading Policy.
(a) On or before the Closing Date, the Purchaser shall enter into a Lock-Up Agreement (each a “Lock-Up Agreement”) with each Pre-Closing Company Stockholder who holds more than 5% of issued and outstanding shares of Company Common Stock immediately prior to the Closing except the Pre-Closing Company Stockholders who hold the Company Common Stock issuable upon the conversion of certain convertible notes of the Company, the Sponsor, and affiliates of the foregoing, in the form of Exhibit D, which shall include, among other provisions, restrictions on transfer of the shares of Purchaser Common Stock issued in connection with the Acquisition Merger hereunder, pursuant to which the shares of Purchaser Common Stock issued to those holders will be subject to certain lock-up after the Closing.
(b) On or before the Closing Date, the Purchaser shall adopt and cause to be effective upon and following the Effective Time, an insider trading policy customary for a public company.
Section 2. Effectiveness
of Amendment. Upon the execution and delivery hereof, the Business Combination Agreement shall thereupon be deemed to be amended as
set forth herein and with the same effect as if the amendments made hereby were originally set forth in the Business Combination Agreement,
and this Amendment and the Business Combination Agreement shall henceforth respectively be read, taken and construed as one and the same
instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Business Combination
Agreement. Upon the effectiveness of this Amendment, each reference in the Business Combination Agreement to “this Agreement,”
“hereof,” “hereunder” or words of like import referring to the Business
Combination Agreement shall refer to the Business Combination Agreement as amended by this Amendment.
Section 3. General Provisions.
(a) Miscellaneous. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or PDF transmission. The terms of Article XII of the Business Combination Agreement shall apply to this Amendment, as applicable.
(b) Business Combination Agreement in Effect. Except as specifically and explicitly provided for in this Amendment, the Business Combination Agreement shall remain unmodified and in full force and effect.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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Parent |
ACRI CAPITAL ACQUISITION CORPORATION | |
| By: | /s/ “Joy” Yi Hua | |
| Name: | “Joy” Yi Hua | |
| Title: | Chief Executive Officer | |
| Purchaser | ACRI CAPITAL MERGER SUB I INC., | |
| By: | /s/ “Joy” Yi Hua | |
| Name: | “Joy” Yi Hua | |
| Title: | Sole Director | |
| Merger Sub | ACRI CAPITAL MERGER SUB II INC., | |
| By: | /s/ “Joy” Yi Hua | |
| Name: | “Joy” Yi Hua | |
| Title: | Sole Director | |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| Company | FOXX DEVELOPMENT INC. | |
| By: | /s/ Greg Foley | |
| Name: | Greg Foley | |
| Title: | Chief Executive Officer | |
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