Current Report Filing (8-k)
12 Juin 2023 - 10:15PM
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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) |
|
(Commission File Number) |
|
(I.R.S.
Employer
Identification
No.) |
13284
Pond Springs Rd, Ste 405
Austin,
Texas |
|
78729 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: 512-666-1277
N/A
(Former
name or former address, if changed since last report)
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 |
Units, each consisting of one share of Class A Common Stock and on-half of one Warrant | |
ACACU | |
The Nasdaq Stock Market LLC |
| |
| |
|
Class A Common Stock, par value $0.0001 per share | |
ACAC | |
The Nasdaq Stock Market LLC |
| |
| |
|
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
ACACW | |
The Nasdaq 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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
June 12, 2023, an aggregate of $227,730.87 (the “Monthly Extension Payment”) was deposited into the trust account
of Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) for the public shareholders, representing
$0.0625 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination
by one month from June 14, 2023 to July 14, 2023 (the “Extension”). The Extension is the fourth of the nine one-month
extensions permitted under the Company’s governing documents.
In
connection with the Monthly Extension Payment, the Company issued an unsecured promissory note of $227,730.87 (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 10.1 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
3.02 Unregistered Sales of Equity Securities.
The
information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to
the extent required herein. The Warrants, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the
Sponsor until 30 days after the completion of the Company’s initial business combination and (2) are entitled to registration rights.
Item 7.01
Regulation FD Disclosure.
On
June 12, 2023, the Company issued a press release (the “Press Release”) announcing that the 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 Exhibit 99.1 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
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 12, 2023 |
By: |
/s/ “Joy” Yi Hua |
|
Name: |
“Joy” Yi Hua |
|
Title: |
Chief Executive Officer |
2
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